Support Agreements Sample Clauses
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Support Agreements. Certain Noteholders shall enter into support agreements attaching this Term Sheet as a Schedule (each a "Support Agreement") pursuant to which, among other things, each such Noteholder (individually, a "Noteholder Committee Member", with the ad hoc group of holders of the Notes to which such Noteholder Committee Member belongs being the "Noteholder Committee") will commit that (the following is a summary only, and in the event of any conflict between this summary and the Support Agreement, the terms of the Support Agreement shall govern):
(i) Such Noteholder Committee Member will not solicit or enter into transactions with respect to the refinancing, recapitalization and/or restructuring of Tembec other than the Recapitalization and the New Loan;
(ii) Such Noteholder Committee Member will support the Recapitalization by, among other things: (a) voting in favour of the Plan; (b) abstaining from any act that would frustrate or hinder consummation of the Recapitalization or the Plan, including, without limitation, abstaining from taking any action to enforce a remedy in respect of any Identified Events of Default (defined below); and (c) consenting to any reasonable requests by Tembec for a temporary waiver of any Identified Events of Default; and
(iii) In the event that (a) Tembec determines in its good faith judgement that it is desirable to proceed with an alternative transaction structure, including, without limitation a plan of compromise and arrangement under the Companies’ Creditors Arrangement Act instead of or in conjunction with the Plan, (b) such alternative transaction provides substantially the same treatment to all affected parties and the financial implications for Noteholders are the same, and (c) such alternative transaction is initiated on or before April 30, 2008 (as described in each of the foregoing clauses (a), (b) and (c), an "Alternative Recapitalization"), such Noteholder Committee Member will support such Alternative Recapitalization in the same manner and to the same extent that is has agreed to support the Recapitalization and the Plan.
Support Agreements. Each of the ▇▇▇▇▇▇▇ Shareholders who has entered into a ▇▇▇▇▇▇▇ Support Agreement with EFI shall have complied in all material respects with its ▇▇▇▇▇▇▇ Support Agreement.
Support Agreements. (a) At any meeting of the shareholders of Parent, however called, or at any adjournment or postponement thereof, or in any other circumstance in which the vote, consent or other approval of the shareholders of Parent is sought, each Sponsor shall (i) appear at each such meeting or otherwise cause all of its Parent Ordinary Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of its Subject Securities:
(i) in favor of the Parent Shareholder Approval Matters and in favor of any proposal in respect of an Extension Amendment;
(ii) against (or otherwise withhold written consent of, as applicable) any Business Combination or any proposal relating to a Business Combination (in each case, other than as contemplated by the Merger Agreement);
(iii) against (or otherwise withhold written consent of, as applicable) any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Parent (other than the Merger Agreement and the transactions contemplated thereby);
(iv) against (or otherwise withhold written consent of, as applicable) any change in the business, management or board of directors of Parent (other than in connection with the Merger Agreement and the transactions contemplated thereby); and
(v) against (or otherwise withhold written consent of, as applicable) any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement or the Merger Agreement or any of the transactions contemplated hereby or thereby, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Parent or Merger Sub under the Merger Agreement, (C) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled or (D) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Parent. Each Sponsor hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing, and shall not deposit any of its Parent Ordinary Shares in a voting trust, grant any proxy or power of attorney with respect to any of its Parent Ordinary Shares or subject any of its Parent Ordinary Shares to any ...
Support Agreements. Each member of the Seller Board shall have executed and delivered to Buyer a Support Agreement in the form attached as Exhibit A.
Support Agreements. Each of the (i) directors and executive officers of the Company who is a Beneficial Owner of any shares of Common Stock, (ii) holders of Common Stock whose holdings constitute greater than 4.9% of the total number of shares of Common Stock outstanding prior to the Closing, (iii) Purchaser, and (iv) the Other Purchasers shall have executed and delivered to the Company a Support Agreement in the form attached hereto as Exhibit I.
Support Agreements. Each executive officer and director shall have executed and delivered to Buyer a support agreement in the form attached hereto as Exhibit B.
Support Agreements. Concurrently with the execution of this Agreement, each person who serves as a director or executive officer of the Company has entered into a Support Agreement with Parent in the form of Exhibit 7.15 hereto.
Support Agreements. On the Closing Date (and, if there is more than one Closing Date, then on only the initial Closing Date, the Placement Agent shall have received the executed support agreements.
Support Agreements. Ensure that (a) each Support ------------------- Agreement remains in full force and effect in accordance with its terms and (b) no amendment or modification is made to any Support Agreement or any of the terms thereof, and no waiver is given or agreed to be given by or on behalf of Funding with respect to any of its rights under any Support Agreement, which would have a Material Adverse Effect.
Support Agreements. Support will be provided to End Users pursuant to a Support Agreement between Cisco and End User. The Support Agreements to be used are provided by Cisco. Notwithstanding anything to the contrary, nothing in this Exhibit shall require Cisco to execute a Support Agreement with an End User.
3.4.1. Prior to commencing Services for an End User, Cisco must receive the documents specified in Section 4.1.2 of this Exhibit whereupon Cisco will:
3.4.1.1. Validate Product model and serial numbers.
3.4.1.2. Confirm by executing and returning the Support Agreement, and providing an Equipment Schedule (excluding charges) and the Support Agreement number to the End User.
3.4.1.3. Provide a copy of the Equipment Schedule (including charges) and Support Agreement number to Integrator.