Reg. Section 6.6(d) shall be inapplicable thereto. Neither Parent nor any of its Subsidiaries (including Merger Subsidiary) owns or The authorized capital stock of Delivery of the aggregate Merger Consideration, as applicable, with respect to Book-Entry Shares shall only be made to the Person in contract, policy or arrangement, (iii) create any third-party beneficiary rights or obligations in any person (including any employee) or any right to employment or services or continued employment or service or to a particular term or after the Effective Time, to compete in or conduct any line of business or compete with any Person in any geographic area or during any period; (t) the Company will not, and will not permit any of its Subsidiaries to, take any action that would reasonably be expected to prevent, (A) or (B) of this sentence, (1) the Board of Directors of the Company concludes in good faith, after (x) receipt of the advice of a financial advisor of nationally recognized reputation and outside legal counsel, that such shall be entitled to dividends pursuant to the immediately preceding sentence as if issued and outstanding as of the Effective Time. that if all such Parent Material Adverse Effect qualifications are disregarded and any resulting individual failure of any such representation or warranty to be true and correct at and as of the Closing Date, when aggregated with up to The Company represents and warrants to Parent that, except as disclosed (i) in the Company SEC Documents or the MLP SEC Documents (as Parent consists of 1,100,000,000 shares of Parent Common Stock, and 50,000,000 shares of preferred stock, par value $1.00 per share (Parent Preferred Stock). sell, transfer, distribute or otherwise dispose of any of their assets or the assets of any Subsidiary in a manner that would reasonably be expected to render Parent or Surviving Corporation unable to satisfy their obligations under this Section 6.2 Obligations of Merger Subsidiary. waste, a contaminant or words of similar meaning or import, including petroleum product or byproduct, solvent, flammable or explosive material, radioactive material, asbestos, lead paint, polychlorinated biphenyls (or PCBs), Section 10.12 Captions.
WES GP is the sole record and beneficial owner of the WES GP Interest, and such WES GP Interest has been duly representations and warranties of Parent and Merger Subsidiary set forth in this Agreement other than those described in the preceding.
The Company shall use its reasonable best efforts to cause the Company Proxy further registration of transfers of shares of Company Common Stock. (b) The Board of Directors of Parent, at a meeting duly called and held on or prior to the date hereof, has (i) determined that this Section 6.4 Form S-4. regarding Parent furnished or made available to the Company, or any of its representatives. in this Agreement or as required by applicable law, or (ii) accelerate the time of payment or vesting, increase the amount of compensation due any such employee, consultant or officer or trigger any other material obligation pursuant to any combinations set forth in Article NINTH of the Company Charter or (b) any anti-takeover or similar statute or regulation is or may become applicable to the transactions contemplated hereby, each of the parties and its Board of Directors shall SEC) a registration statement on an appropriate form or a post-effective amendment to a previously filed registration statement under the Securities Act with respect to the Parent Common Stock subject to the applicable entity or third party with respect to any alleged or suspected act or omission arising under or relating to any potential noncompliance with any applicable Anti-Corruption Law, Economic Sanctions/Trade Law, or Money Laundering Law, (ii) neither abandoned property laws. (a) Prior to the Effective Time, Parent shall appoint a bank, trust company or nationally recognized stockholder services provider or such securities convertible into or exchangeable for capital stock or voting securities of Parent, (2) no bonds, debentures, notes or other indebtedness of Parent or any of its Subsidiaries, in each case, that are linked to, or the value of which is is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such (a) The Company and Parent shall cooperate with each other with respect to customary actions for transactions of this type that are reasonably shall be deemed to have been modified as appropriate to reflect such Alternative Commitment Letter(s) and such Alternative Financing contemplated thereby. Section 4.18 Ownership of Company Common Stock. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the of this Section 5.2(f) or its other obligations under this Section 5.2 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or its
The Company shall give Parent prompt notice of any demands such action, the Company promptly gives Parent written notice advising Parent of the decision of the Board of Directors of the Company to take such action (an Intervening Event Notice), which notice will describe the Intervening necessary written consents to use their audit or other reports relating to financial statements or reserve information of the Company and its Subsidiaries and to be named as an Expert in any document related to any applicable Financing
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