Seller Actions. (a) Subject to Section 7.2 and to any consents or approval of Seller’s stockholders required under applicable Law, Seller hereby approves of and consents to the Offer, the Merger and the other transactions contemplated by this Agreement. Seller, after affording Parent, Purchaser and their counsel a reasonable opportunity to review and comment thereon and giving reasonable and good faith consideration to any comments made by Parent, Purchaser or their counsel, (a) shall file with the SEC and mail to the Seller Stockholders, as promptly as practicable on the date of the filing by Parent and Purchaser of the Offer Documents, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) reflecting, subject to Section 7.2, the recommendation of the Seller Board that the Seller Stockholders tender their shares of Seller Common Stock pursuant to the Offer and (b) shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth, and Seller hereby represents, that the Seller Board, at a meeting duly called and held at which a quorum was present throughout, has (i) unanimously determined and declared that this Agreement, the Transaction, and each of the Offer and the Merger, is advisable and in the best interests of Seller and the Seller Stockholders, (ii) unanimously approved the Offer, the Merger and this Agreement in accordance with the DGCL, (iii) unanimously recommended acceptance of the Offer and adoption and approval of this Agreement and approval of the Merger by the Seller Stockholders if such adoption and approval is required by applicable Laws (together with the declarations in clause (i), the “Seller Recommendations”), and (iv) taken all other action necessary to render Section 203 of the DGCL inapplicable to each of the Offer and the Merger; provided, however, that the Seller Recommendations may be withdrawn, modified or amended only prior to the acceptance for payment of shares of Seller Common Stock pursuant to the Offer and in any case only to the extent permitted by Section 7.2. Seller hereby consents to the inclusion in the Offer Documents of the Seller Recommendations. Seller shall include in its entirety in the Schedule 14D-9, and has obtained all necessary consents to permit the inclusion in its entirety of, the fairness opinion of Seller’s Financial Advisor delivered to the Seller Board in connection with t...
Seller Actions. In the event that after the Closing, Seller proposes to amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Policies under which Purchaser has rights to assert claims pursuant to Section 5.7(b) in a manner that would adversely affect any such rights of Purchaser, (i) Seller will give Purchaser prior notice thereof and consult with Purchaser with respect to such action (it being understood that the decision to take any such action will be in the sole discretion of Seller) and (ii) Seller will pay to Purchaser its equitable share (which shall be determined by Seller in good faith based on the amount of premiums paid by or allocated to Purchaser or the Assets in respect of the applicable Policy) of any net proceeds actually received by Seller from the insurer under the applicable Policy as a result of such action by Seller (after deducting Seller's reasonable costs and expenses incurred in connection with such action).
Seller Actions. During the period between the Effective Date and the applicable Closing Date, Seller shall continue to operate the Property in a manner consistent with Seller’s current practices and, without limiting the generality of the foregoing, unless previously consented to by Buyer in writing, which consent may be withheld in Bxxxx’s sole discretion.
Seller Actions. (a) Seller directors and officers hereby represent, that the Seller directors and officers, at a meeting duly called and held at which a quorum was present throughout, has unanimously (i) determined that the Transaction, and each of the Offer and the Acquisition, is advisable and in the best interests of Seller, (ii) approved the Offer, the Acquisition and this Agreement in accordance with the ARGCL, (iii) recommended acceptance of the Offer extend full ownership of all Seller Assets into the Offer for the purpose of Repayment and free and clear title of ownership of tangible assets by Parent, and if required by applicable Law, adopt and approve this Agreement;
Seller Actions. The Seller has not sold, assigned, licensed, transferred, or otherwise conveyed any rights in any of the Purchased Assets, or entered into any agreements with any third party to do so.
Seller Actions. (a) Seller hereby approves of, and consents to, the Offer and represents that the Board of Directors of Seller, at a meeting duly called and held, duly and unanimously adopted resolutions approving this Agreement, the Offer and the Merger, determining, as of the date of such resolutions, that the terms of the Offer are fair to, and in the best interests of, the holders of Seller Common Stock, recommending that the holders of Seller Common Stock accept the Offer, tender their shares of Seller Common Stock pursuant to the Offer and approve this Agreement (if required) and approving the acquisition of shares of Seller Common Stock by Newco pursuant to the Offer and the other transactions contemplated by this Agreement, including the Merger. Seller has been advised by each of its directors and executive officers who owns shares of Seller Common Stock (each of whom is listed in Section 1.02(a) of the Seller Disclosure Schedule) that such person currently intends to tender all shares of Seller Common Stock.
Seller Actions. The Sellers shall use their commercially reasonable efforts to have the Bankruptcy Court schedule a hearing on the Sale Motion and Plan Confirmation as soon as possible so as to obtain entry by the Bankruptcy Court of the Sale Order and Confirmation Order by no later than February 1, 2011 (the “Sale Hearing”). The Sellers shall also use their commercially reasonable efforts to obtain any other approvals or consents from the Bankruptcy Court that may be reasonably necessary to consummate the transactions contemplated in this Agreement. Furthermore, the Sellers shall serve on all counterparties to the Contracts and Real Property Leases that are to be transferred pursuant to Section 2.1(b) and 2.1(c)(i) to the extent not previously notified, a notice specifically stating that the Sellers are or may be seeking the assumption and assignment of such Contracts and Real Property Leases (“Assignment Notice”) and shall notify such parties of the deadline for objecting to the assumption and assignment and Cure Amount, which deadline shall not be less than two (2) days prior to the Sale Hearing unless otherwise provided in the Bidding Procedures Order. In cases in which the Sellers are unable to establish that a default exists, the relevant Cure Amount shall be set at $0.00. The Sale Motion and Assignment Notice shall reflect Buyer’s agreement to perform from and after the Closing under the Contracts and Real Property Leases, which, subject to Bankruptcy Court approval shall be the only adequate assurance of future performance necessary to satisfy the requirements of section 365 of the Bankruptcy Code in respect of the assignment to Buyer of such Contracts and Real Property Leases.
Seller Actions. A hearing on the Plan is currently scheduled for ____________. Furthermore, Sellers shall use their reasonable efforts to obtain any other approvals or consents from the Bankruptcy Court that may be reasonably necessary to consummate the transactions contemplated in this Agreement.
Seller Actions. Seller will not, and will cause each Seller Subsidiary and each of its and their Affiliates not to, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Occurrence Basis Policies or Claims Made Policies under which Buyer has rights to assert claims pursuant to Section 8.7(a) in a manner that would adversely affect any such rights of Buyer. In the event Buyer consents to any such action, Seller will pay to Buyer its equitable share (based on the amount of premiums paid by or allocated to the Business in respect of the applicable policy) of any proceeds received by Seller or any of its Affiliates as a result of such action.
Seller Actions. (a) Seller hereby approves of and consents to the Offer, the Merger and the other transactions contemplated by this Agreement. Seller agrees that no Shares held by Seller or any Seller Subsidiary will be tendered pursuant to the Offer.
