Company Efforts. If and whenever the Company is required by the provisions of this Section 5 to use its best efforts to register any Registrable Securities under the Securities Act or class of securities under the Exchange Act, the Company shall, as expeditiously as possible under the circumstances:
Company Efforts. For so long as Investor beneficially owns Share Equivalents representing ten percent (10%) or more of the Fully Diluted Common Shares, the Company will cooperate reasonably with Investor, at Investor’s sole cost and expense, in connection with a transfer of Share Equivalents to a third party in a privately negotiated transaction, including, without limitation, by: (a) providing current and historical financial information, financial projections and other financial information of the Company and its Subsidiaries reasonably requested and (b) reasonably cooperating with customary due diligence investigations performed by third party buyers and the negotiation of investment agreements in connection with the proposed sale, in each case, provided, that (i) such third party has entered into with the Company a confidentiality agreement in form and substance satisfactory to the Company, acting reasonably, relating to information that may be disclosed to such Person in the course of negotiations and its due diligence investigation and containing employee non-solicit and standstill provisions, (ii) the Company shall not be required to provide (x) any information the disclosure of which would violate applicable Law or adversely affect the attorney-client privilege between the Company and its counsel or any similar privilege or (y) to a competitor of the Company any information that the Company reasonably determines is competitively sensitive information and (iii) the Company shall not be required to so cooperate with Investor more than once in any twelve (12) month period.
Company Efforts. Company will be responsible (itself or through its sublicensees) for development and commercialization of CUDA and NATs for the Company Field and shall be responsible for all expenses of such development work and commercialization activities for the Company Field. Company will use diligent efforts to continue development of and to commercialize CUDA and those NATs required under the Assumed Contracts. The diligence obligations regarding development of Products will terminate on the first commercial sale of Products except for those development obligations that remain under the Assumed Contracts.
Company Efforts. As soon as practicable following the date hereof, the Company will use all reasonable efforts to obtain any material consents, waivers and approvals under any of its or its Subsidiaries’ respective Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby. The Company shall use all reasonable efforts to obtain from M-F Downtown for the benefit of Parent an estoppel certificate dated within two (2) weeks prior to the Closing Date certifying such information as Parent may reasonably require (the “M-F Downtown Estoppel Certificate”), including that (i) the Close of Escrow has occurred and all of the conditions thereto were satisfied or waived in accordance with the terms of the Lease Modification Agreement, other than the conditions to the Close of Escrow set forth in Sections 11(c)(iv), 11(e), 11(f), 11(g), 12(d) and 12(e), which were satisfied in accordance with the terms of the Lease Modification Agreement, and (ii) no Reinstatement or Occupancy has occurred.
Company Efforts. The Company shall take all actions as are necessary or appropriate to give effect to the provisions of Section 5, Section 6 and Section 7, including (x) taking any action necessary or appropriate to provide for the payment of Dividends in the form of additional shares of the Series A Preferred Stock and (y) in the event that the Company is not permitted by Law to redeem or is otherwise unable to redeem the shares of the Series A Preferred Stock in connection with any Material Event Redemption on the applicable Material Event Redemption Date, taking any action necessary or appropriate to remove promptly (or refraining from taking any action that would give rise to) any impediments to its ability to redeem the shares of the Series A Preferred Stock required to be so redeemed, including (i) to the extent permitted by Law, reducing the stated capital of the Company or revaluing the assets of the Company to their fair market values under Section 154 of the DGCL if such revaluation would create surplus sufficient to make all or any portion of such Material Event Redemption and (ii) if the Company has sufficient surplus but insufficient cash to effect such Material Event Redemption, borrowing the cash necessary to make such Material Event Redemption to the extent it would not cause a breach, with or without notice, lapse of time or both, under the definitive documentation with respect to any outstanding Material Indebtedness or Preferred Stock. In the event of any Change of Control Transaction in which the Company is not the continuing or surviving corporation or entity, proper provision shall be made so that such continuing or surviving corporation or entity shall agree to carry out and observe the obligations of the Company hereunder and under the other Series A Preferred Stock Documents with respect to the Series A Preferred Stock.
Company Efforts. If and whenever the Company elects to register for public resale any Registrable Securities under the Securities Act, the Company shall, as expeditiously as possible under the circumstances: Prepare and file with the SEC a Registration Statement with respect to such Registrable Securities and use its best efforts to cause such Registration Statement to become effective as soon as possible after filing and remain effective two years. Subject to Section 5.1 of this Agreement, prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement current and effective for two years and to comply with the provisions of the Securities Act, and any regulations promulgated thereunder, with respect to the sale or disposition of all Registrable Securities covered by the Registration Statement required to effect the distribution of the Registrable Securities. Use its best efforts to register or qualify the Registrable Securities covered by such Registration Statement under such other securities or blue sky laws of such jurisdictions of the United States as the Investors participating in the offering shall reasonably request, and do any and all other acts and things which may be reasonably necessary to enable each participating Investor to consummate the disposition of the Registrable Securities in such jurisdictions. Notify each Investor selling Registrable Securities, at any time when a prospectus relating to any such Registrable Securities covered by such Registration Statement is required to be delivered under the Securities Act, of the Company’s becoming aware that the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and promptly prepare and furnish to each such Investor selling Registrable Securities a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. without ...
Company Efforts. As soon as practicable following the date hereof, the Company will use all commercially reasonable efforts to obtain any material consents, waivers and approvals under any of its or its Subsidiaries' respective Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby.
Company Efforts. The Company agrees to use its best efforts to enforce --------------- this Agreement, to inform the Shareholders of any violation of this Agreement and to assist the Shareholders in the exercise of their rights hereunder.
Company Efforts. For the avoidance of doubt, the Company shall not include any securities, other than Registrable Securities, for its own account in a registration pursuant to this Section 6.1. The Company will then use its best efforts to (a) effect the registration under the Securities Act of the Registrable Securities which the Company has been requested to register by the Demand Initiating Investor together with all other Registrable Securities which the Company has been requested to register pursuant to Section 6.2 (Piggyback Registration Rights), all to the extent required to permit the disposition (in accordance with the intended methods thereof specified in the Demand Registration Request) of the Registrable Securities which the Company has been so requested to register, and (b) obtain acceleration of the effective date of the registration statement relating to such registration; provided, that the Company shall not be obligated to effect any such registration pursuant to this Section 6.1:
Company Efforts. The Company agrees to use reasonable efforts to cooperate with the parties hereto in the implementation of this Agreement, including noticing and calling meeting and issuing certificates and otherwise cooperating generally in the implementation hereof. [SIGNATURE PAGES FOLLOW] The parties have executed this Amended and Restated Voting Agreement as of the date first above written. COMPANY: REDENVELOPE, INC. By: /s/ Xxxxxx X. May _________________________________ Name: Xxxxxx X. May _______________________________ Title: President & CEO ______________________________ INVESTOR: MOUSSENVELOPE, L.L.C. By: Moussescapade, L.P., Managing Member By: Moussescribe, its General Partner By: /s/ Xxxxxxx Xxxxxxxxx _____________________ Xxxxxxx Xxxxxxxxx President Address: c/o Mousse Partners Limited 0 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 WESTON PRESIDIO CAPITAL III, L.P. By: /s/ Xxxxx X. Illegible _________________________________ Name: Xxxxx X. Illegible _______________________________ Title: General Partner ______________________________ Address: WPC ENTREPRENEUR FUND, L.P. By: /s/ Xxxxx X. Illegible _________________________________ Name: Xxxxx X. Illegible _______________________________ Title: General Partner ______________________________ Address: SIGNATURE PAGE TO SERIES F PREFERRED STOCK VOTING AGREEMENT SEQUOIA CAPITAL IX SEQUOIA CAPITAL ENTREPRENEURS FUND SEQUOIA CAPITAL IX PRINCIPALS FUND By: SC IX Management, LLC A Delaware Limited Liability Company General Partner of Each By: Illegible _____________________ Managing Member Address: SEQUOIA CAPITAL FRANCHISE FUND SEQUOIA CAPITAL FRANCHISE PARTNERS By: SCFF Management, LLC A Delaware Limited Liability Company General Partner of Each By: Illegible _____________________ Managing Member Address: ATRIUM VENTURE PARTNERS, L.P. By Atrium Ventures LLC. General Partner By: /s/ Xxxxxxxx X. Xxxxxxx _________________________________ Name: Xxxxxxxx X. Xxxxxxx _______________________________ Title: Chief Operating Officer ______________________________ Address: 0000 Xxxx Xxxx Xx. #2-240 Menlo Park, CA 94025 SIGNATURE PAGE TO SERIES F PREFERRED STOCK VOTING AGREEMENT CAMELOT VENTURES LLC By: /s/ Xxxxxxxx Illegible _________________________________ Name: Xxxxxxxx Illegible _______________________________ Title: CFO ______________________________ Address: SIPPL XXXXXXXXX VENTURES II, L.P. By: /s/ Xxxxx X. Xxxxx _________________________________
