Reasonable Actions. Each party covenants that it will, subject to the provisions of this Agreement, from time to time, as and when requested by another party or in its own discretion, as the case may be, execute and deliver or cause to be executed and delivered all such documents, assignments and other instruments, take or cause to be taken such actions, and do or cause to be done all things reasonably necessary, proper or advisable in order to conduct the business contemplated by this Agreement and to carry out its intent and purpose.
Reasonable Actions. The Bank agrees that in taking any action which it is permitted or empowered to take under this Agreement, it will act reasonably under what it believes are the facts and circumstances existing at such time.
Reasonable Actions. The Parties shall take such other actions as may be reasonably necessary to complete the Closing in accordance with this Agreement.
Reasonable Actions. Each party shall act reasonably and promptly in connection with giving or withholding any consent, approval or similar action under this Agreement.
Reasonable Actions. Prior to the Effective Time, the Company shall take all action that may be reasonably necessary (under the Company Benefit Plans, option grant agreements and otherwise) to effectuate the provisions of this Section 3.3 and to ensure that, from and after the Effective Time, all vested Company Options shall have been exercised effective upon the Closing and the holders of Unvested Company Options shall have no rights with respect thereto other than those specifically provided in this Section 3.3.
Reasonable Actions. Each party covenants that it will, subject to the provisions of this Agreement, from time to time, as and when requested by another party or in its own discretion, as the case may be, execute and deliver or cause to be executed and delivered all such assignments and other instruments, take or cause to be taken such actions, and do or cause to be done all things reasonably necessary, proper or advisable in order to consummate the transactions contemplated by this Agreement and to carry out its intent and purpose. V CONDITIONS PRECEDENT -------------------- The obligations of each party to consummate the transactions provided for herein shall be subject to (a) performance by the other parties of all the obligations to be performed by the other parties hereunder on or before each Closing, (b) all representations and warranties of the other parties contained in this Agreement being true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of each date of Closing, with the same force and effect as if made on and as of the time of such Closing, and (c) the following further conditions that shall be fulfilled on or before each Closing:
Reasonable Actions. New Secured Party agrees, upon the reasonable request of the Collateral Agent, to take all reasonable actions necessary to effectuate the purposes of this Joinder Agreement.
Reasonable Actions. The parties shall take such actions and execute and deliver such documents as may be reasonably necessary or appropriate and shall otherwise cooperate to effectuate the intention of this Agreement and the transactions provided for herein and within the time periods set forth herein. All parties have participated in the drafting of this Agreement and it shall not be strictly construed against any party.
Reasonable Actions. In the event that any payment to be made by the Company is prohibited by applicable provisions of corporate law or by any other applicable law, then such payment shall be immediately made by the Company at the next earliest time, and to the extent possible, when compliance with said law may be effected, and the Company agrees that it will execute all such documents and take all such other steps as may be necessary to expedite and effectuate to the extent possible such compliance. In that event, the Company agrees to support and cooperate with the Investors and to take such actions from time to time as the Investors may reasonably propose including, but not limited to, the sale of designated assets of the Company in order to facilitate the repurchase of the Put Shares or to protect the investment of the Investors in the Company; provided that such actions do not materially impair either the business operations of the Company or the rights of the Company’s creditors to any significant extent or the general rights that the holders of Common Shares have under law upon a liquidation of the Company or sale of all or substantially all of the Company’s assets; provided, however, that nothing contained herein shall be construed to require the contribution by the Principals or the Investors of additional capital to the Company or otherwise create personal liability for the Principals or the Investors.
Reasonable Actions. Each party covenants that it will, subject to the provisions of this Agreement, from time to time, as and when requested by another party or in its own discretion, as the case may be, execute and deliver or cause to be executed and delivered all such assignments and other instruments, take or cause to be taken such actions, and do or cause to be done all things reasonably necessary, proper or advisable in order to consummate the transactions contemplated by this Agreement and to carry out its intent and purpose. Further, each party will take all necessary actions, consistent with applicable fiduciary duties, to pursue the renewal of this Agreement with the Trustees of their respective funds each year beyond the Initial Term (as hereinafter defined).
