Access and Investigation. Subject to the terms of the Confidentiality Agreement, which will continue in full force following the date of this Agreement in accordance with its terms, during the period commencing on the date of this Agreement and ending at the Closing (the “Pre-Closing Period”), upon reasonable notice each Party shall, and shall cause such Party’s Representatives to: (a) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries that such other party may reasonably request in connection with this Agreement and the consummation of the Transactions; (b) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request in connection with this Agreement and the consummation of the Transactions; and (c) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may reasonably deem necessary or appropriate in order to enable the other Party to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, each Party shall promptly provide the other Party with copies of:
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Xcyte Therapies Inc)
Access and Investigation. Subject to the terms of the Confidentiality Agreement, which the Parties agree will continue in full force following the date of this Agreement in accordance with its termsAgreement, during the period commencing on the date of this Agreement and ending at the Closing (the “Pre-Closing Period”), upon reasonable notice each Party shallnotice, Meerkat, on the one hand, and the Company, on the other hand, shall and shall use commercially reasonable efforts to cause such Party’s Representatives to: (a) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries that such other party may reasonably request in connection with this Agreement and the consummation of the TransactionsSubsidiaries; (b) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request in connection with this Agreement and the consummation of the Transactionsrequest; and (c) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may reasonably deem necessary necessary. Any investigation conducted by either Meerkat or appropriate the Company pursuant to this Section 4.3 shall be conducted in order such manner as not to enable interfere unreasonably with the conduct of the business of the other Party to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating theretoParty. Without limiting the generality of any of Notwithstanding the foregoing, during any Party may restrict the Pre-Closing Period, each foregoing access to the extent that any Law applicable to such Party shall promptly provide the other requires such Party with copies of:to restrict or prohibit access to any such properties or information.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Synlogic, Inc.), Agreement and Plan of Merger and Reorganization (Mirna Therapeutics, Inc.)
Access and Investigation. Subject to the terms of the Confidentiality Agreement, which the Parties agree will continue in full force following the date of this Agreement in accordance with its termsAgreement, during the period commencing on the date of this Agreement and ending at the Closing earlier of the termination of this Agreement pursuant to Article IX and the Effective Time (the “Pre-Closing Period”), upon reasonable notice each Party shall, and shall use commercially reasonable efforts to cause such Party’s Representatives to: (a) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries that such other party may reasonably request in connection with this Agreement and the consummation of the TransactionsSubsidiaries; (b) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request in connection with this Agreement and the consummation of the Transactionsrequest; and (c) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may reasonably deem necessary or appropriate in order to enable the other Party to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, each Party shall promptly provide make available to the other Party with copies of:
Appears in 2 contracts
Samples: Voting Agreement (Inotek Pharmaceuticals Corp), Voting and Lock Up Agreement (Cempra, Inc.)
Access and Investigation. Subject to the terms of the Confidentiality Agreement, Agreement which the Parties agree will continue in full force and effect following the date of this Agreement in accordance with its termsAgreement, during the period commencing on the date of this Agreement and ending at the Closing earlier of the date of termination of this Agreement pursuant to Section 7.1 and the Effective Time (the “Pre-Closing Period”), upon reasonable notice notice, each Party shall, and shall use commercially reasonable efforts to cause such Party’s Representatives to: (a) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries that such other party may reasonably request in connection with this Agreement and the consummation of the Transactions; Subsidiaries, (b) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request in connection with this Agreement and the consummation of the Transactions; request, and (c) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may reasonably deem necessary or appropriate in order to enable the other Party to satisfy its obligations under the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, each Party shall promptly provide make available to the other Party with copies of:
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (MYnd Analytics, Inc.), Agreement and Plan of Merger and Reorganization (Emmaus Life Sciences, Inc.)
Access and Investigation. (a) Subject to the terms of the Confidentiality Agreement, which the Parties agree will continue in full force following the date of this Agreement in accordance with its termsAgreement, during the period commencing on the date of this Agreement and ending at the Closing (the “Pre-Closing Period”), upon reasonable notice each Party shallnotice, MEDS, on the one hand, and the Company, on the other hand, shall and shall use commercially reasonable efforts to cause such Party’s Representatives to: to (ai) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries that such other party may reasonably request in connection with this Agreement and the consummation of the Transactions; Subsidiaries, (bii) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request in connection with this Agreement and the consummation of the Transactions; and (ciii) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may reasonably deem necessary necessary. Any investigation conducted by either MEDS or appropriate the Company pursuant to this Section 5.3 shall be conducted in order such manner as not to enable interfere unreasonably with the conduct of the business of the other Party to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating theretoParty. Without limiting the generality of any of Notwithstanding the foregoing, during satisfying such covenants shall in no event be a condition to Closing nor shall the Pre-failure to satisfy such covenants prior to the Closing Period, each Party shall promptly provide the other Party with copies of:Date be a breach of this Agreement or constitute a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TRxADE HEALTH, INC), Agreement and Plan of Merger (TRxADE HEALTH, INC)
Access and Investigation. Subject to the terms of the Confidentiality Agreement, Agreement which the parties agree will continue in full force following the date of this Agreement in accordance with its termsAgreement, during the period commencing on the date of this Agreement and ending at the Closing (the “Pre-Closing Period”)Effective Time, upon reasonable notice each Party party shall, and shall cause such Partyparty’s Representatives directors, officers, employees, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives (collectively, “Representatives”) to: (a) provide the other Party party and such other Partyparty’s Representatives with reasonable access during normal business hours to such Partyparty’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party party and its Subsidiaries that such other party may reasonably request in connection with this Agreement and the consummation of the TransactionsSubsidiaries; (b) provide the other Party party and such other Partyparty’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party party and its Subsidiaries as the other Party party may reasonably request in connection with this Agreement and the consummation of the Transactionsrequest; and (c) permit the other Partyparty’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party party responsible for such Partyparty’s financial statements and the internal controls of such Party party to discuss such matters as the other Party party may reasonably deem necessary or appropriate in order to enable the other Party party to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Periodperiod commencing on the date of this Agreement and ending at the Effective Time, each Party party shall promptly provide the other Party party with copies of:
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Inhibitex, Inc.), Agreement and Plan of Merger and Reorganization (Fermavir Pharmaceuticals, Inc.)
Access and Investigation. Subject to the terms of the Confidentiality Agreement, Agreement which the parties agree will continue in full force following the date of this Agreement in accordance with its termsAgreement, during the period commencing on the date of this Agreement and ending at the Closing Effective Time (the “Pre-Closing Period”), upon reasonable notice each Party shall, and shall cause such Party’s Representatives to: (a) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries that such other party may reasonably request in connection with this Agreement and the consummation of the TransactionsSubsidiaries; (b) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party Table of Contents may reasonably request in connection with this Agreement and the consummation of the Transactionsrequest; and (c) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may reasonably deem necessary or appropriate in order to enable the other Party to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, each Party shall promptly provide the other Party with copies of:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Cancervax Corp)
Access and Investigation. Subject to the terms of the Confidentiality Agreement, which the Parties agree will continue in full force following the date of this Agreement in accordance with its termsAgreement, during the period commencing on the date of this Agreement and ending at the Closing earlier of the termination of this Agreement pursuant to its terms or the Effective Time (the “Pre-Closing Period”), upon reasonable notice each Party NitroMed and Archemix shall, and shall cause such Party’s Representatives to: (a) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries that such other party may reasonably request in connection with this Agreement and the consummation of the TransactionsSubsidiaries; (b) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request in connection with this Agreement and the consummation of the Transactionsrequest; and (c) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may reasonably deem necessary or appropriate in order to enable the other Party to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, each Party of NitroMed and Archemix shall promptly provide the other Party with copies of:
Appears in 1 contract
Access and Investigation. Subject to the terms of the Confidentiality Agreement, Agreement which the Parties agree will continue in full force and effect following the date of this Agreement in accordance with its termsAgreement, during the period commencing on the date of this Agreement and ending at the Closing earlier of the date of termination of this Agreement pursuant to Section 7.1 and the Effective Time (the “Pre-Closing Period”), upon reasonable notice notice, each Party shall, and shall use commercially reasonable efforts to cause such Party’s Representatives to: (a) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries that such other party may reasonably request in connection with this Agreement and the consummation of the Transactions; Subsidiaries, (b) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request in connection with this Agreement and the consummation of the Transactions; request, and (c) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may reasonably deem necessary or appropriate in order to enable the other Party to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, each Party shall promptly provide make available to the other Party with copies of:
Appears in 1 contract
Access and Investigation. Subject to the terms of the Confidentiality Agreement, Agreement which the Parties agree will continue in full force following the date of this Agreement in accordance with its termsAgreement, during the period commencing on the date of this Agreement and ending at the Closing earlier of the termination of this Agreement pursuant to its terms or the Effective Time (the “Pre-Closing Period”), upon reasonable notice each Party DPI and Merger Partner shall, and shall cause such Party’s Representatives to: (a) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries that such other party may reasonably request in connection with this Agreement and the consummation of the TransactionsSubsidiaries; (b) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request in connection with this Agreement and the consummation of the Transactionsrequest; and (c) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may reasonably deem necessary or appropriate in order to enable the other Party to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, each Party of DPI and Merger Partner shall promptly provide the other Party with copies of:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Discovery Partners International Inc)
Access and Investigation. Subject to the terms of the Confidentiality Agreement, Agreement which the Parties agree will continue in full force following the date of this Agreement in accordance with its termsAgreement, during the period commencing on the date of this Agreement and ending at the Closing Effective Time (the “Pre-Closing Period”), upon reasonable notice each Party shall, and shall use commercially reasonable efforts to cause such Party’s Representatives to: (a) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries that such other party may reasonably request in connection with this Agreement and the consummation of the TransactionsSubsidiaries; (b) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request in connection with this Agreement and the consummation of the Transactionsrequest; and (c) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may reasonably deem necessary or appropriate in order to enable the other Party to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, each Party shall promptly provide make available to the other Party with copies of:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Novacea Inc)
Access and Investigation. Subject to the terms of the Confidentiality Agreement, Agreement which the Parties agree will continue in full force following the date of this Agreement in accordance with its termsAgreement, during the period commencing on the date of this Agreement and ending at the Closing (the “Pre-Closing Period”), upon reasonable notice each Party shall, and shall use commercially reasonable efforts to cause such Party’s Representatives to: (a) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries that such other party may reasonably request in connection with this Agreement and the consummation of the TransactionsSubsidiaries; (b) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request in connection with this Agreement and the consummation of the Transactions; and (c) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may reasonably deem necessary or appropriate in order to enable the other Party to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting Any investigation conducted by either Arrow or the generality Company pursuant to this Section 4.2 shall be conducted in such manner as not to interfere unreasonably with the conduct of any the business of the other Party. Any access granted by either Arrow or the Company shall be subject to its reasonable security measures and insurance requirements and shall not include the right to perform invasive testing. Notwithstanding the foregoing, during any Party may restrict the Pre-Closing Period, each foregoing access to the extent that any Legal Requirement applicable to such Party shall promptly provide the other requires such Party with copies of:to restrict or prohibit access to any such properties or information.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Oncogenex Pharmaceuticals, Inc.)
Access and Investigation. Subject to the terms of the Confidentiality Agreement, Agreement which the Parties agree will continue in full force following the date of this Agreement in accordance with its termsAgreement, during the period commencing on the date of this Agreement and ending at the earlier of the termination of this Agreement pursuant to its terms or the Closing Date (the “"Pre-Closing Period”"), upon reasonable notice each Party ONCE, ISI and DTI shall, and shall cause such Party’s 's Representatives to: (a) provide the other Party and such other Party’s 's Representatives with reasonable access during normal business hours to such Party’s 's Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries that such other party may reasonably request in connection with this Agreement and the consummation of the TransactionsSubsidiaries; (b) provide the other Party and such other Party’s 's Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request in connection with this Agreement and the consummation of the Transactionsrequest; and (c) permit the other Party’s 's officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s 's financial statements and the internal controls of such Party to discuss such matters as the other Party may reasonably deem necessary or appropriate in order to enable the other Party to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, each Party of ONCE, ISI and DTI shall promptly provide the other Party with copies of:
Appears in 1 contract
Access and Investigation. Subject to the terms of the Confidentiality Agreement, Agreement which the Parties agree will continue in full force following the date of this Agreement in accordance with its termsAgreement, during the period commencing on the date of this Agreement and ending at the Closing earlier of the date of termination of this Agreement and the Effective Time (the “Pre-Closing Period”), upon reasonable notice notice, each Party shall, and shall use commercially reasonable efforts to cause such Party’s Representatives to: to (ax) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries that such other party may reasonably request in connection with this Agreement and the consummation of the TransactionsSubsidiaries; (by) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request in connection with this Agreement and the consummation of the Transactionsrequest; and (cz) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may reasonably deem necessary or appropriate in order to enable the other Party to satisfy its obligations under the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, each Party shall promptly provide make available to the other Party with copies of:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Flexible Solutions International Inc)
Access and Investigation. Subject to the terms of the Confidentiality Agreement, Agreement which the Parties agree will continue in full force following the date of this Agreement in accordance with its termsAgreement, during the period commencing on the date of this Agreement and ending at on the Closing earlier to occur of the termination of this Agreement pursuant to Article 9 and the Effective Time (the “Pre-Closing Period”), upon reasonable notice each Party shall, and shall use commercially reasonable efforts to cause such Party’s Representatives to: (a) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries that such other party may reasonably request in connection with this Agreement and the consummation of the TransactionsSubsidiaries; (b) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request in connection with this Agreement and the consummation of the Transactionsrequest; and (c) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may reasonably deem necessary or appropriate in order to enable the other Party to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, each Party shall promptly provide make available to the other Party with copies of:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Lpath, Inc)
Access and Investigation. Subject to the terms of the Confidentiality Agreement, which will continue in full force following the date of this Agreement in accordance with its terms, during the period commencing on the date of this Agreement and ending at the Closing (the “Pre-Closing Period”), upon reasonable notice each Each Party shall, and shall use commercially reasonable efforts to cause such Party’s Representatives to: (a) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries that such other party may reasonably request in connection with this Agreement and the consummation of the TransactionsSubsidiaries; (b) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request in connection with this Agreement and the consummation of the Transactionsrequest; and (c) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may reasonably deem necessary or appropriate in order to enable the other Party to satisfy its obligations under the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Any investigation conducted by either Forza or the Company pursuant to this Section 4.1 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other Party. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, each Party shall promptly provide make available to the other Party with copies of:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Twin Vee PowerCats, Co.)
Access and Investigation. Subject to the terms of the Confidentiality Agreement, Agreement which the Parties agree will continue in full force following the date of this Agreement in accordance with its termsAgreement, during the period commencing on the date of this Agreement and ending at the Closing earlier of the termination of this Agreement pursuant to Section 9.1 or the Effective Time (the “Pre-Closing Period”), upon reasonable notice each Party Replidyne and the Company shall, and shall cause such Party’s Representatives to: (a) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries that such other party may reasonably request in connection with this Agreement and the consummation of the TransactionsSubsidiaries; (b) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request in connection with this Agreement and the consummation of the Transactionsrequest; and (c) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may reasonably deem necessary or appropriate in order to enable the other Party to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, each Party of Replidyne and the Company shall promptly provide the other Party with copies of:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Replidyne Inc)
Access and Investigation. Subject to the terms of the Confidentiality Agreement, Agreement which the Parties agree will continue in full force following the date of this Agreement in accordance with its termsAgreement, during the period commencing on the date of this Agreement and ending at the Closing Effective Time (the “Pre-Closing Period”), upon reasonable notice each Party shall, and shall use commercially reasonable efforts to cause such Party’s Representatives to: (ax) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries that such other party may reasonably request in connection with this Agreement and the consummation of the TransactionsSubsidiaries, if any; (by) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, if any, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries Subsidiaries, if any, as the other Party may reasonably request in connection with this Agreement and the consummation of the Transactionsrequest; and (cz) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may reasonably deem necessary or appropriate in order to enable the other Party to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, each Party shall promptly provide make available to the other Party with copies of:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Poniard Pharmaceuticals, Inc.)
Access and Investigation. Subject to the terms of the Confidentiality Agreement, Agreement which the Parties agree will continue in full force following the date of this Agreement in accordance with its termsAgreement, during the period commencing on the date of this Agreement and ending at the Closing Effective Time (the “Pre-Closing Period”), upon reasonable notice each Party shall, and shall use commercially reasonable efforts to cause such Party’s Representatives to: (a) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries that such other party may reasonably request in connection with this Agreement and the consummation of the TransactionsSubsidiaries; (b) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request in connection with this Agreement and the consummation of the Transactionsrequest; and (c) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may reasonably deem necessary or appropriate in order to enable the other Party to satisfy its obligations under the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, each Party shall promptly provide the other Party with copies of:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Axonyx Inc)
Access and Investigation. Subject to the terms of the Confidentiality Agreement, Agreement which the Parties agree will continue in full force following the date of this Agreement in accordance with its termsAgreement, during the period commencing on the date of this Agreement and ending at the Closing earlier of the date of termination of this Agreement and the Effective Time (the “Pre-Closing Period”), upon reasonable notice notice, each Party shall, and shall use commercially reasonable efforts to cause such Party’s Representatives to: (a) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries that such other party may reasonably request in connection with this Agreement and the consummation of the TransactionsSubsidiaries; (b) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request in connection with this Agreement and the consummation of the Transactionsrequest; and (c) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may reasonably deem necessary or appropriate in order to enable the other Party to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, each Party party shall promptly provide make available to the other Party with copies of:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (OvaScience, Inc.)
Access and Investigation. Subject to the terms of the Confidentiality Agreement, Agreement which the Parties agree will continue in full force following the date of this Agreement in accordance with its termsAgreement, during the period commencing on the date of this Agreement and ending at the earlier of the termination of this Agreement pursuant to its terms or the Closing Date (the “"Pre-Closing Period”"), upon reasonable notice each Party FLAF and Company shall, and shall cause such Party’s 's Representatives to: (a) provide the other Party and such other Party’s 's Representatives with reasonable access during normal business hours to such Party’s 's Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries that such other party may reasonably request in connection with this Agreement and the consummation of the TransactionsSubsidiaries; (b) provide the other Party and such other Party’s 's Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request in connection with this Agreement and the consummation of the Transactionsrequest; and (c) permit the other Party’s 's officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s 's financial statements and the internal controls of such Party to discuss such matters as the other Party may reasonably deem necessary or appropriate in order to enable the other Party to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, each Party of FLAF and Company shall promptly provide the other Party with copies of:
Appears in 1 contract
Samples: Share Exchange Agreement (Farm Lands of Africa, Inc.)
Access and Investigation. Subject to the terms of the Confidentiality Agreement, Agreement which the Parties agree will continue in full force following the date of this Agreement in accordance with its termsAgreement, during the period commencing on the date of this Agreement and ending at the Closing Effective Time (the “Pre-Closing Period”), upon reasonable notice each Party shall, and shall use commercially reasonable efforts to cause such Party’s Representatives to: (a) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries that such other party may reasonably request in connection with this Agreement and the consummation of the TransactionsSubsidiaries; (b) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request in connection with this Agreement and the consummation of the Transactionsrequest; and (c) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may reasonably deem necessary or appropriate in order to enable the other Party to satisfy its obligations under the XxxxxxxxSarbaxxx-Xxxxx Act Xxx and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, each Party shall promptly provide make available to the other Party with copies of:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Transcept Pharmaceuticals Inc)
Access and Investigation. Subject to the terms of the Confidentiality Agreement, Agreement which the parties hereto agree will continue in full force following the date of this Agreement in accordance with its termsAgreement, during the period commencing on the date of this Agreement and ending at the Closing Effective Time (the “Pre-Closing Period”), upon reasonable notice each Party party hereto shall, and shall use commercially reasonable efforts to cause such Partyparty’s Representatives to: (a) provide the other Party party and such other Partyparty’s Representatives with reasonable access during normal business hours to such Partyparty’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party party and its Subsidiaries that such other party may reasonably request in connection with this Agreement and the consummation of the TransactionsSubsidiaries; (b) provide the other Party party and such other Partyparty’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party party and its Subsidiaries as the other Party party may reasonably request in connection with this Agreement and the consummation of the Transactionsrequest; and (c) permit the other Partyparty’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party party responsible for such Partyparty’s financial statements and the internal controls of such Party party to discuss such matters as the other Party party may reasonably deem necessary or appropriate in order to enable the other Party party to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, each Party party shall promptly provide make available to the other Party with party copies of:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Snap Interactive, Inc)