ACTIONS PRIOR TO THE CLOSING DATE. The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:
ACTIONS PRIOR TO THE CLOSING DATE. Buyer and Seller covenant and agree to take the following actions between the date hereof and the Closing Date:
ACTIONS PRIOR TO THE CLOSING DATE. From the date hereof through the Closing Date, the Company will not, (a) issue or agree to issue any capital stock or any securities exercisable for, or convertible or exchangeable into, capital stock or (b) purchase, redeem or otherwise acquire any of its capital stock; provided, however, that this Section 9.11 shall not limit, or be applicable to, (i) the transactions contemplated by the Stock Purchase Agreements, including any issuance of capital stock in connection with the transactions contemplated by Sections 9.1 and 9.10 hereof, (ii) grants of options or issuances of Common Stock to officers, directors or employees of the Company pursuant to the current terms of the Company's 1995 Stock Incentive Plan and (iii) the conversion of the Series 1 Preferred or the exercise of existing warrants.
ACTIONS PRIOR TO THE CLOSING DATE. The parties covenant and agree to take the following actions between the date of this Agreement and the Closing Date:
ACTIONS PRIOR TO THE CLOSING DATE. Between the date hereof and until the Closing Date, DEJ hereby agrees not to, and Blockbuster hereby agrees it will not cause DEJ to, engage in any transaction outside the ordinary course of business.
ACTIONS PRIOR TO THE CLOSING DATE. Each of the Trust, Starwood Mezzanine and SOFI IV, as applicable, covenants and agrees to take the following actions between the date hereof and the Closing Date:
ACTIONS PRIOR TO THE CLOSING DATE. The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date set forth hereinbelow. All references to the Company, unless the context requires otherwise, shall include the Company and each of its Subsidiaries.
ACTIONS PRIOR TO THE CLOSING DATE. Between the date hereof and the Closing Date, the Buyer shall not take any action which shall cause it to be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement. The Buyer shall use its commercially reasonable efforts to perform all its obligations and satisfy all conditions to Closing to be performed or satisfied by it under this Agreement as soon as practicable, but in no event later than the Closing Date. Until the Closing, the Buyer shall promptly give to KTI written notice upon learning of or having knowledge of any matter that may constitute a breach of any representation, warranty, agreement or covenant of the Buyer contained in this Agreement, which notice shall identify and describe the breach in reasonable detail.
ACTIONS PRIOR TO THE CLOSING DATE. Section 7.1 Operations Prior to the Closing Date 49 Section 7.2 Access to Information; Financial Information. 51
ACTIONS PRIOR TO THE CLOSING DATE. Seller and the --------------------------------- International Sellers covenant and agree to take, or cause their Affiliates, including, without limitation, PDGNB and the Subsidiaries, (collectively, the "Seller Entities") to take, and Buyer covenants and agrees to take, or cause its ---------------- Affiliates to take, the following actions between the date hereof and the Closing Date:
(a) Each party shall afford to the officers, employees and authorized representatives of the other party (and, in the case of Buyer, its financing sources and their representatives) reasonable access to its personnel, offices, properties, and business and financial records to the extent reasonably necessary and to furnish to the other party or its authorized representatives (and, in the case of Buyer, its financing sources and their representatives) such additional information concerning its assets, liabilities or operations as shall be reasonably requested. Such access shall be granted during normal business hours and upon reasonable advance notice.
(b) The Seller Entities acknowledge and agree that their participation and cooperation will be required in order for Buyer to obtain the financing necessary to fund all or any portion of the Purchase Price and the Seller Entities covenant and agree to use their best efforts to participate and cooperate with Buyer to cause any reasonable conditions to Buyer's receipt of its financing to be fulfilled, including, without limitation, promptly taking any action or promptly furnishing any information requested by Buyer in connection therewith, including: (a) furnishing information, including financial statements and projections of the Business; (b) participating in the preparation of any offering circular, offering memorandum, private placement memorandum, prospectus, registration statement, proxy statement or other similar documents; (c) participating in the preparation of a road show or any similar marketing materials and making available appropriate officers of the Business for participation therein; and (d) making available requested due diligence materials and appropriate officers and employees for participation in discussions in connection therewith.
(c) The Seller Entities shall not (and shall not permit any of their representatives or advisors to) (i) solicit, initiate, or encourage the submission of any proposal or offer from any Person relating to the acquisition of any stock or assets constituting part of the Business (inc...
