Commitment of the Company Sample Clauses

Commitment of the Company. Subject to Section 27, the Company agrees to use its best efforts to (i) support and complete the Restructuring and all transactions contemplated under the Plan, (ii) take any and all necessary and appropriate actions in furtherance of the Restructuring and the transactions contemplated under the Plan, (iii) complete the Restructuring and all transactions contemplated under the Plan within the time-frame outlined herein, including, without limitation, by filing the Plan and Disclosure Statement with the Bankruptcy Court no later than sixty (60) days after the Commencement Date and taking all steps which are required to obtain the Confirmation Order on or before March 15, 2011 and achieving the Effective Date prior to the Outside Date, (iv) obtain any and all required regulatory and/or third-party approvals for the Restructuring, and (v) take no actions inconsistent with this Plan Support Agreement, the Plan Term Sheet, or the expeditious confirmation and consummation of the Plan.

Commitment of the Company. Subject to the Company’s fiduciary duties under applicable law and for so long as no Termination Event has occurred, the Company agrees to use its reasonable best efforts to (i) support and complete the Restructuring and all transactions contemplated under the Restructuring Term Sheet, the Plan and all other Plan Related Documents; (ii) take any and all necessary and appropriate actions in furtherance of the Restructuring and the transactions contemplated under the Restructuring Term Sheet, the Plan and all other Plan Related Documents; (iii) complete the Restructuring and all transactions contemplated under the Restructuring Term Sheet, the Plan and all other Plan Related Documents within any time-frames outlined in this Agreement, (iv) obtain any and all required governmental, regulatory and/or third-party approvals for the Restructuring; and (v) take no actions inconsistent with this Agreement, the Restructuring Term Sheet, or the confirmation and consummation of the Plan.

Commitment of the Company. Subject to its fiduciary duties as debtor in possession based upon advice of counsel, the Company agrees to use its best efforts to (i) support and complete the Restructuring and all transactions contemplated by the Plan, (ii) take any and all necessary and appropriate actions in furtherance of the Restructuring, (iii) complete the Restructuring and all transactions contemplated under the Plan within the time-frames outlined herein, including, without limitation, by promptly filing the Plan and taking all steps necessary and desirable to obtain an order of the Bankruptcy Court confirming the Plan and to close the Restructuring prior to the Outside Date, (iv) obtain any and all required regulatory and/or third-party approvals for the Restructuring, and (v) to not directly or indirectly seek, solicit, support, consent to, or participate in the negotiation or formulation of (x) any plan of reorganization, proposal, offer, dissolution, winding up, liquidation, reorganization, merger or restructuring for the Company other than the Plan, (y) any disposition of assets not specifically set forth in the Plan, or (z) any other action that is inconsistent with, or that would delay or obstruct the proposed solicitation, confirmation or consummation of, the Plan.

Commitment of the Company. Subject to the terms hereof, the Company shall and procure that CEDC Finance Corporation LLC shall: (a) promptly execute a supplemental indenture to the Existing 2016 Notes Indenture effecting the Initial Amendments and, promptly following commencement of the Chapter 11 Cases, seeking Bankruptcy Court approval and assumption of the RTL Investment Agreement; (b) comply with its obligations to RTL in the RTL Investment Agreement pursuant to the terms of that agreement and take any other necessary and appropriate actions in furtherance of the Restructuring, the Chapter 11 Plan and this Agreement; (c) use commercially reasonable efforts to meet all Milestones; (d) permit the disclosure of this Agreement, and the aggregate amount of Covered Claims held by the Plan Support Parties; provided, however, that the Parties shall not disclose the names of or individual claim amounts held by the Consenting 2016 Noteholders; (e) consult with and solicit the views of the Plan Support Parties regarding the Company’s evaluation of any Alternative Restructuring; and (f) promptly take all necessary action to convert any filing of the Company pursuant to Section 303 of the Bankruptcy Code to a voluntary filing; provided, however, that for the avoidance of doubt, nothing in this Agreement shall in any way amend or modify the Company’s or RTL’s rights and duties under the RTL Investment Agreement.

Commitment of the Company. Subject to the terms hereof, if the Company accedes to this Agreement in accordance with Section 10, the Company shall: (a) amend the Chapter 11 Plan to be consistent with the terms set forth in the Term Sheet; (b) take any and all necessary and appropriate actions in furtherance of the Restructuring, the Amended Plan and this Agreement (including, promptly following its accession to this Agreement, executing a supplemental indenture to the Existing 2016 Notes Indenture effecting the Initial Amendments and, promptly following commencement of the Chapter 11 Cases, seeking Bankruptcy Court approval and assumption of the RTL Investment Agreement); (c) use commercially reasonable efforts to meet all Milestones; (d) obtain any and all required regulatory and/or third-party approvals for the Restructuring; PRIVILEGED & CONFIDENTIAL F.R.E. 408 SETTLEMENT DISCUSSIONS (e) not take any actions inconsistent with the adoption and implementation of the Amended Plan and speedy confirmation thereof; (f) not take, nor encourage any other person or entity to take, any action that directly or indirectly interferes with or delays the acceptance or implementation of the transactions contemplated under the Restructuring, including, without limitation, initiating or joining any legal proceeding or directly or indirectly negotiating or soliciting any Alternative Restructuring; (g) permit the disclosure of this Agreement, and the aggregate amount of Covered Claims held by the Plan Support Parties; provided, however, that the Parties shall not disclose the names of or individual claim amounts held by the Consenting 2013 Noteholders; and (h) consult with and solicit the views of the Consenting 2013 Noteholders regarding the Company’s evaluation of any Alternative Restructuring.

Commitment of the Company. The Company shall use commercially reasonable efforts to consummate the Transaction substantially in accordance with the TSA Term Sheet.

Commitment of the Company. Subject to its fiduciary duties as debtor in possession, the Company agrees to use its best efforts to (i) support and complete the Restructuring, the Sale and all transactions contemplated by the Plan in accordance with the Milestones, (ii) take any and all necessary and appropriate actions in furtherance of the Restructuring, the Sale and the Plan, (iii) complete the Restructuring, the Sale and achieve confirmation of the Plan in accordance with the Milestones, including, without limitation, by filing the Plan, Disclosure Statement and all other documents necessary or appropriate in connection with the Sale, the Disclosure Statement and the Plan, with the Bankruptcy Court in accordance with the Milestones, (iv) not take any other action that is inconsistent with, or that would delay or obstruct the proposed solicitation as to or confirmation or consummation of the Plan and (v) object to any Disputed Claims.

Commitment of the Company. (a) From the Agreement Effective Date until the occurrence of a Termination Date applicable to the Company, the Company Parties agree, and agree to cause any of their direct and indirect subsidiaries to: (i) negotiate in good faith all Definitive Documents and take any and all necessary and appropriate actions in furtherance of the Restructuring Transaction, the Plan, and this Agreement, including, but not limited to, the timely filing of the Plan, the Disclosure Statement, and any other pleadings or documents necessary to obtain confirmation of the Plan and approval of the Disclosure Statement with the Bankruptcy Court, the submission of verified declarations and other customary evidence in support of confirmation of the Plan and approval of the Disclosure Statement, and making available any expert witnesses and key management of the Company for any and all proceedings involving the Plan and Disclosure Statement; (ii) seek orders of the Bankruptcy Court in respect of the Restructuring Transaction, including approval of the Solicitation Materials, the Disclosure Statement Order, the DIP Orders, and the Confirmation Order; (iii) support and seek to consummate the Restructuring Transaction in accordance with this Agreement within the time-frames contemplated under this Agreement and in compliance with each Milestone. (iv) negotiate, execute and deliver any other agreements necessary to effectuate and consummate the Restructuring Transaction; (v) use reasonable best efforts to obtain any and all regulatory and/or third‑party approvals necessary or appropriate in connection with the Restructuring Transaction. For the avoidance of doubt, for purposes of the foregoing sentence and Section 12.02(c), “reasonable best efforts” with respect to an undertaking means the obligation to take all actions that a reasonable person desirous of achieving the result in question would use in similar circumstances to achieve such result as expeditiously as practicable, and shall include, without limitation, the obligation to incur costs, expend resources, engage advisors of recognized standing, and instruct such advisors to take all reasonable actions necessary or advisable to attain the applicable result that is the object of the undertaking in question; (vi) pay the reasonable and documented fees and expenses of the Consenting Parties as set forth in Section 13 of this Agreement; (vii) timely file an objection with the Bankruptcy Court to any motion filed with the Bankruptcy C...

Commitment of the Company. Unless otherwise agreed upon in writing between the Parties, the Company may not acquire Olivetti common shares (or exercise conversion or acquisition or subscription rights in Olivetti common shares arising from the bonds and warrants outstanding or newly issued) so as to exceed the current OPA floor, currently established at 30% (thirty percent), taking into account for this purpose the effect of the own shares held directly and indirectly by Olivetti S.p.A., as set forth in the current laws and regulations, including the regulations issued by CONSOB. Milan, February 13, 2002 PIRELLI S.p.A. EDIZIONE HOLDING S.p.A. EDIZIONE FINANCE INTERNATIONAL S.A. AGREEMENT BETWEEN ▇▇▇▇▇▇▇ & C. S.P.A., EDIZIONE HOLDING S.P.A. AND EDIZIONE FINANCE INTERNATIONAL S.A. Provided that: - no party has communicated its intention to withdraw from the Agreement Between Pirelli & C. S.p.A., Edizione Holding S.p.A. and Edizione Finance International S.A., undersigned on August 7, 2001 and later modified (on September 14, 2001 and February 13, 2002), it is announced, in accordance with the laws above indicated, that such Agreement is tacitly renewed until October 4, 2007. The Agreement is registered with Registro delle Imprese – Offices of Milan, R ome and Turin. ▇▇▇▇▇▇▇ & C. S.p.A. Edizione Holding S.p.A. - Edizione Finance International S.A.