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Buyer shall have failed to respond to any written request to take any action contemplated under this subsection (a) within forty-eight (48) hours of Buyer’s receipt of Seller’s written request, or as otherwise contemplated by this Agreement, and subject to the disclosure in Section 5.1 of the Disclosure Schedules, Seller shall cause Company to ensure that (i) the business of Company and Company Subsidiaries shall be conducted in the ordinary course of business, in all material respects, and in a manner consistent with prior practice, in all material respects, and (ii) Company and Company Subsidiaries shall use commercially reasonable efforts to preserve intact their business organizations, to keep available the services of their current officers and key employees and to preserve, in all material respects, the current relationships of Company and Company Subsidiaries with customers, suppliers and other persons with which Company or Company Subsidiaries have business dealings consistent with past practice. Without limiting the generality of the foregoing, between the date of this Agreement and the earlier of the Closing and the termination of this Agreement in accordance with Section 8.1, unless Buyer shall otherwise agree in writing (such agreement not be unreasonably withheld), Buyer shall have failed to respond to any written request to take any action contemplated under this subsection (a) within forty-eight (48) hours of Buyer’s receipt of Seller’s written request, or as otherwise contemplated by this Agreement, Seller shall cause Company to:

(i) promptly notify Buyer of any receipt of delivery of any notice of default under the Company Material Contracts and will use commercially reasonable efforts to promptly cure such default to the extent that such default is curable;

(ii) deliver to Buyer copies of any notice of violation of any Governmental Law relating to the Towers or Sites, and any notice of violation of any site plan approvals, zoning or subdivision regulations or urban redevelopment plans applicable to any Tower or Site; and

(iii) transfer, assign or otherwise dispose of, all of the Excluded Assets out of Company and cause, subject to Section 5.11, Company and Company Subsidiaries to be released of any liability associated with the Excluded Assets.

(b) Seller covenants and agrees that between the date of this Agreement and the earlier of the Closing and the termination of this Agreement in accordance with Section 8.1, unless Buyer shall otherwise agree in writing (such agreement not to be unreasonably withheld), Seller shall not permit any of Company or any Company Subsidiary to, except as disclosed in Section 5.1 of the Disclosure Schedules: (i) declare or pay any dividends on or make other distributions (whether in cash, stock or property) in respect of any of its capital stock, except for dividends and distributions by a direct or indirect wholly owned Company Subsidiary to its parent; (ii) subdivide, reclassify, recapitalize, split, combine or exchange or enter into any similar transaction with respect to any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, except for any split, combination or reclassification of capital stock of a wholly-owned Company Subsidiary, or any issuance or authorization or proposal to issue or authorize any securities of a wholly-owned Company Subsidiary to Company or another wholly-owned Company Subsidiary; (iii) repurchase, redeem or otherwise acquire any shares of its capital stock, other than pursuant to any obligations contained in Company Benefit Plans or (iv) issue, deliver or sell, or authorize, propose or reserve for issuance, delivery or sale of, or otherwise encumber any shares of its

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