Common use of Pre-Closing Clause in Contracts

Pre-Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the advance filing with the appropriate state authorities of the Articles of Merger, which shall become effective at the Effective Time of the Merger) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger for purposes of this Agreement or the conversion and delivery of the shares and transmission of funds by wire referred to in Section 3 hereof, each of which actions shall only be taken upon the Closing Date as herein provided. In the event that there is no Closing Date or this Agreement terminates for any reason, HOLDING hereby covenants and agrees to do all things required by Delaware law and all things which counsel for the COMPANY advise HOLDING are required by applicable laws of the State of California in order to withdraw the Certificate of Merger and rescind any merger or other actions effected by the advance filing of the Articles of Merger as described in this Section. The taking of the actions described in clauses (i) and (ii) above (the "Pre-Closing") shall take place on the Pre-Closing date (the "Pre-Closing Date") at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. On the Closing Date (x) the Articles of Merger shall be or shall have been filed with the appropriate state authorities so that they shall be or, as of 8:00 a.m. New York City time on the Closing Date, shall become effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares, the transmission of funds by wire in an amount equal to the cash portion of the consideration which the STOCKHOLDERS shall be entitled to receive pursuant to the Merger referred to in Section 3 hereof shall occur and (z) the closing with respect to the IPO shall occur and be deemed to be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Closing Date." During the period from the Pre-Closing Date to the Closing Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall in any event terminate if the Closing Date has not occurred within 15 business days of the Pre-Closing Date. Time is of the essence.

Pre-Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the advance filing with the appropriate state authorities of the Articles of Merger, which shall become effective at the Effective Time of the Merger) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger for purposes of this Agreement or the conversion and delivery of the shares and transmission of funds by wire referred to in Section 3 hereof, each of which actions shall only be taken upon the Closing Date as herein provided. In the event that there is no Closing Date or this Agreement terminates for any reason, HOLDING hereby covenants and agrees to do all things required by Delaware law and all things which counsel for the COMPANY advise HOLDING are required by applicable laws of the State of California Georgia in order to withdraw the Certificate of Merger and rescind any merger or other actions effected by the advance filing of the Articles of Merger as described in this Section. The taking of the actions described in clauses (i) and (ii) above (the "Pre-Closing") shall take place on the Pre-Closing date (the "Pre-Closing Date") at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. On the Closing Date (x) the Articles of Merger shall be or shall have been filed with the appropriate state authorities so that they shall be or, as of 8:00 a.m. New York City time on the Closing Date, shall become effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares, the transmission of funds by wire in an amount equal to the cash portion of the consideration which the STOCKHOLDERS shall be entitled to receive pursuant to the Merger referred to in Section 3 hereof shall occur and (z) the closing with respect to the IPO shall occur and be deemed to be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Closing Date." During the period from the Pre-Closing Date to the Closing Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall in any event terminate if the Closing Date has not occurred within 15 business days of the Pre-Closing Date. Time is of the essence.

Pre-Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the advance filing with the appropriate state authorities of the Articles of Merger, which shall become effective at the Effective Time of the Merger) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger for purposes of this Agreement or the conversion and delivery of the shares and transmission of funds by wire referred to in Section 3 hereof, each of which actions shall only be taken upon the Closing Date as herein provided. In the event that there is no Closing Date or this Agreement terminates for any reason, HOLDING hereby covenants and agrees to do all things required by Delaware law and all things which counsel for the COMPANY advise HOLDING are required by applicable laws of the State of California Florida in order to withdraw the Certificate of Merger and rescind any merger or other actions effected by the advance filing of the Articles of Merger as described in this Section. The taking of the actions described in clauses (i) and (ii) above (the "Pre-Closing") shall take place on the Pre-Closing date (the "Pre-Closing Date") at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. On the Closing Date (x) the Articles of Merger shall be or shall have been filed with the appropriate state authorities so that they shall be or, as of 8:00 a.m. New York City time on the Closing Date, shall become effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares, the transmission of funds by wire in an amount equal to the cash portion of the consideration which the STOCKHOLDERS shall be entitled to receive pursuant to the Merger referred to in Section 3 hereof shall occur and (z) the closing with respect to the IPO shall occur and be deemed to be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Closing Date." During the period from the Pre-Closing Date to the Closing Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall in any event terminate if the Closing Date has not occurred within 15 business days of the Pre-Closing Date. Time is of the essence.

Pre-Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the advance filing with the appropriate state authorities of the Articles of Merger, which shall become effective at the Effective Time of the Merger) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger for purposes of this Agreement or the conversion and delivery of the shares and transmission of funds by wire referred to in Section 3 hereof, each of which actions shall only be taken upon the Closing Date as herein provided. In the event that there is no Closing Date or this Agreement terminates for any reason, HOLDING hereby covenants and agrees to do all things required by Delaware law and all things which counsel for the COMPANY advise HOLDING are required by applicable laws of the State of California Tennessee in order to withdraw the Certificate of Merger and rescind any merger or other actions effected by the advance filing of the Articles of Merger as described in this Section. The taking of the actions described in clauses (i) and (ii) above (the "Pre-Closing") shall take place on the Pre-Closing date (the "Pre-Closing Date") at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. On the Closing Date (x) the Articles of Merger shall be or shall have been filed with the appropriate state authorities so that they shall be or, as of 8:00 a.m. New York City time on the Closing Date, shall become effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares, the transmission of funds by wire in an amount equal to the cash portion of the consideration which the STOCKHOLDERS shall be entitled to receive pursuant to the Merger referred to in Section 3 hereof shall occur and (z) the closing with respect to the IPO shall occur and be deemed to be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Closing Date." During the period from the Pre-Closing Date to the Closing Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall in any event terminate if the Closing Date has not occurred within 15 business days of the Pre-Closing Date. Time is of the essence.

Pre-Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the advance filing with the appropriate state authorities delivery to an agent of HOLDING of the Articles of Merger, which shall become effective Merger for filing at the Effective Time of the Merger, which agent shall execute an escrow agreement in form and content reasonably acceptable to the COMPANY) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger for purposes of this Agreement or the conversion and delivery of the shares and transmission of funds by wire referred to in Section 3 hereof, each of which actions shall only be taken upon the Closing Date as herein provided. In the event that there is no Closing Date or this Agreement terminates for any reason, HOLDING hereby covenants and agrees to do all things required by Delaware law and all things which counsel for the COMPANY advise HOLDING are required by applicable laws of the State The Commonwealth of California Massachusetts in order to withdraw the Certificate of Merger to the extent previously filed and rescind any merger or other actions effected by the any advance filing of the Articles of Merger as described in this Section. The taking of the actions described in clauses (i) and (ii) above (the "Pre-Closing") shall take place on the Pre-Closing date (the "Pre-Closing Date") at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. On the Closing Date (x) the Articles of Merger shall be or shall have been filed with the appropriate state authorities so that they shall be or, as of 8:00 a.m. New York City time on the Closing Date, shall become effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares, the transmission of funds by wire in an amount equal to the cash portion of the consideration which the STOCKHOLDERS shall be entitled to receive pursuant to the Merger referred to in Section 3 hereof shall occur and (z) the closing with respect to the IPO shall occur and be deemed to be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Closing Date." During the period from the Pre-Closing Date to the Closing Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall in any event terminate if the Closing Date has not occurred within 15 business days of the Pre-Closing Date. Time is of the essence.

Pre-Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the advance filing with the appropriate state authorities of the Articles of Merger, which shall become effective at the Effective Time of the Merger) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger for purposes of this Agreement or the conversion and delivery of the shares and transmission of funds by wire referred to in Section 3 hereof, each of which actions shall only be taken upon the Closing Date as herein provided. In the event that there is no Closing Date or this Agreement terminates for any reason, HOLDING hereby covenants and agrees to do all things required by Delaware law and all things which counsel for the COMPANY advise HOLDING are required by applicable laws of the State of California Connecticut in order to withdraw the Certificate of Merger and rescind any merger or other actions effected by the advance filing of the Articles of Merger as described in this Section. The taking of the actions described in clauses (i) and (ii) above (the "Pre-Closing") shall take place on the Pre-Closing date (the "Pre-Closing Date") at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. On the Closing Date (x) the Articles of Merger shall be or shall have been filed with the appropriate state authorities so that they shall be or, as of 8:00 a.m. New York City time on the Closing Date, shall become effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares, the transmission of funds by wire in an amount equal to the cash portion of the consideration which the STOCKHOLDERS shall be entitled to receive pursuant to the Merger referred to in Section 3 hereof shall occur and (z) the closing with respect to the IPO shall occur and be deemed to be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Closing Date." During the period from the Pre-Closing Date to the Closing Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall in any event terminate if the Closing Date has not occurred within 15 business days of the Pre-Closing Date. Time is of the essence.

Pre-Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the advance filing with the appropriate state authorities of the Articles of Merger, which shall become effective at the Effective Time of the Merger) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger for purposes of this Agreement or the conversion and delivery of the shares and transmission of funds by wire referred to in Section 3 hereof, each of which actions shall only be taken upon If the Closing Date as herein provided. In occurs on a Saturday, then, on the event that there is no Business Day before the Closing Date or this Agreement terminates for any reasonDate, HOLDING hereby covenants and agrees to do all things required by Delaware law and all things which counsel for the COMPANY advise HOLDING are required by applicable laws Parties will hold a pre-closing of the State of California in order to withdraw the Certificate of Merger and rescind any merger or other actions effected by the advance filing of the Articles of Merger as described in this Section. The taking of the actions described in clauses (i) and (ii) above (the "Pre-Closing") shall take place on the Pre-Closing date (the "Pre-Closing Date") Contemplated Transactions at the offices of XxxxxxXxxxxxxxxx Xxxxxxxx LLP in Atlanta, Xxxxx & Xxxxxxx LLPGeorgia and will perform such acts, 000 Xxxx Xxxxxxand deliver such documents (including the Seller Closing Documents and the Buyer Closing Documents) as they would at the Closing; provided, Xxx Xxxxhowever, Xxx Xxxx 00000. On that (i) all such documents shall be delivered to Xxxxxxxxxx Xxxxxxxx LLP (the "Holding Agent") pursuant to this Section 4(e),(ii) the Buyer shall deliver the cash payment described in Section 4(b)(ii) above to the Escrow Agent, (iii) the Buyer shall deliver any deposit described in Section 8(c)(i) below to the Escrow Agent, (iv) the Parties shall be deemed to have irrevocably and unconditionally agreed to consummate the Contemplated Transactions effective the Closing Time as if all conditions to Closing had been satisfied or waived as of the Closing Date (xand all conditions to Closing shall be deemed to have been satisfied or waived as of the Closing Time), and (v) the Articles of Merger Closing shall in all respects be deemed to occur (and the Seller Closing Documents and the Buyer Closing Documents shall be or shall deemed to have been filed with legally delivered and to have become legally effective) at the appropriate state authorities so that they shall be or, as of 8:00 a.m. New York City time on Closing Time. On the first Business Day after the Closing Date, shall become effective (x) the Holding Agent will deliver (A) the Seller Closing Documents to the Buyer and (B) the Merger shall thereby be effectedBuyer Closing Documents to Vista (on behalf of all the Sellers), and (y) all transactions contemplated by this Agreement, including the conversion and delivery Escrow Agent will deliver each of shares, the transmission of funds by wire in an amount equal to the cash portion of the consideration which the STOCKHOLDERS shall be entitled to receive pursuant to the Merger referred to Deposit described in Section 3 hereof shall occur 3(b)(i) above and the cash payment described in Section 4(e)(ii) above, plus accrued interest thereon, to Vista (z) on behalf of all the closing with respect to the IPO shall occur and be deemed to be completedSellers). The date on which the actions described Holding Agent will have no duties hereunder other than as expressly set forth in the preceding clauses sentence. The Buyer and the Sellers hereby jointly and severally agree to indemnify and hold harmless the Holding Agent to the fullest extent permitted by law from and against any and all losses, claims, damages, expenses (xincluding reasonable fees and disbursements of counsel), actions, proceedings, or investigations (y) and (z) occurs shall be referred to as whether formal or informal), or threats thereof, based upon, relating to, or arising out of, the "Closing Date." During the period from the Pre-Closing Date to the Closing Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect duties of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall in any event terminate if the Closing Date has not occurred within 15 business days of the Pre-Closing Date. Time is of the essenceHolding Agent under this Section 4(e).

Pre-Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the advance filing with the appropriate state authorities of the Articles of Merger, which shall become effective at the Effective Time of the Merger) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger for purposes of this Agreement or the conversion and delivery of the shares and transmission of funds by wire referred to in Section 3 hereof, each of which actions shall only be taken upon the Closing Date as herein provided. In the event that there is no Closing Date or this Agreement terminates for any reason, HOLDING hereby covenants and agrees to do all things required by Delaware law and all things which counsel for the COMPANY advise HOLDING are required by applicable laws of the State of California Texas in order to withdraw the Certificate of Merger and rescind any merger or other actions effected by the advance filing of the Articles of Merger as described in this Section. The taking of the actions described in clauses (i) and (ii) above (the "Pre-Closing") shall take place on the Pre-Closing date (the "Pre-Closing Date") at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. On the Closing Date (x) the Articles of Merger shall be or shall have been filed with the appropriate state authorities so that they shall be or, as of 8:00 a.m. New York City time on the Closing Date, shall become effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares, the transmission of funds by wire in an amount equal to the cash portion of the consideration which the STOCKHOLDERS shall be entitled to receive pursuant to the Merger referred to in Section 3 hereof shall occur and (z) the closing with respect to the IPO shall occur and be deemed to be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Closing Date." During the period from the Pre-Closing Date to the Closing Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall in any event terminate if the Closing Date has not occurred within 15 business days of the Pre-Closing Date. Time is of the essence.