Activities Prior to Escrow Release Sample Clauses

Activities Prior to Escrow Release. (a) Prior to the consummation of the Escrow Merger, the Escrow Issuer’s primary activities will be restricted to issuing the Notes, issuing capital stock to, and receiving capital contributions from, Manitowoc Foodservice, performing its obligations in respect of the Notes under this Indenture and the Escrow Agreement, consummating the Transactions and the Escrow Release, redeeming the Notes as set forth in Section 3.09 and conducting such other activities as are necessary or appropriate to carry out the activities described above. Prior to the consummation of the Spin-Off, the Escrow Issuer will not own, hold or otherwise have any interest in any assets other than the Escrow Account, cash and Cash Equivalents. The Escrow Issuer shall be an “Unrestricted Subsidiary” under the Credit Facilities.
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Activities Prior to Escrow Release. (a) Prior to the earlier of (x) the Escrow Release Date and (y) the Special Mandatory Redemption Date, the Escrow Issuer’s primary activities will be restricted to (i) issuing the Initial Notes, (ii) issuing Capital Stock and receiving capital contributions from, a direct or indirect parent entity, (iii) performing its obligations in respect of the Notes under this Indenture and the Escrow Agreement, (iv) performing its obligations under the purchase agreement with the Initial Purchasers, if any, (v) participating in the consummation the Transactions and the satisfaction of the Escrow Release Conditions, (vi) redeeming the Initial Notes pursuant to the Special Mandatory Redemption, if applicable, and (vii) conducting such other activities as are necessary or appropriate to carry out the activities described above and in the Hibernia Acquisition Agreement.
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Activities Prior to Escrow Release. Prior to the consummation of the Merger and the occurrence of the Completion Date, the Issuer shall not engage in any business activity or enter into any transaction or agreement (other than issuing the Notes, issuing capital stock to, and receiving capital contributions from, Parent, performing its obligations in connection with the transactions under the Transaction Agreement and in respect of the Notes under this Indenture and the Escrow Agreement, consummating the Escrow Release or redeeming the Notes as set forth in Section 11.02) except in the ordinary course of business, as permitted in connection with the release of the Escrowed Property or as necessary or appropriate to effectuate the transactions contemplated in this Section 10.19. ARTICLE ELEVEN
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Activities Prior to Escrow Release. Prior to the IPO Closing Date, the Issuer shall not:
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Activities Prior to Escrow Release. Prior to the consummation of the Acquisition and the satisfaction of the Escrow Release Conditions, the Escrow Issuer will comprise a limited purpose corporation whose primary activities are restricted to issuing the Notes, issuing capital stock to, and receiving capital contributions from, Akumin, Inc., performing its obligations in respect of the Notes under this Indenture and the Escrow Agreement, and consummating the Escrow Release Conditions or redeeming the Notes as set forth in Section 3.08, as applicable, and conducting such other activities as are necessary or appropriate to carry out the activities described in Section 3.08. Prior to the consummation of the Acquisition and the satisfaction of the Escrow Release Conditions, the Escrow Issuer will not engage in any business activity or enter into any transaction or agreement (including, without limitation, making any restricted payment, incurring any debt, incurring any Liens except in favor of the holders of the Notes, entering into any merger, consolidation or sale of all or substantially all of its assets or engaging in any transaction with its Affiliates) except in the ordinary course of business or necessary to effectuate the Transactions substantially in accordance with the description of the Transactions set forth in the Offering Memorandum, together with such amendments, modifications and waivers that are not, individually or in the aggregate, materially adverse to Akumin, Inc. and its Subsidiaries (after giving effect to the consummation of the Transactions), taken as a whole, or to the holders of the Notes, as determined by Akumin Inc. in good faith. Prior to the consummation of the Acquisition, Akumin Inc. and its Subsidiaries (other than the Escrow Issuer) will not be parties to this Indenture and will not be controlled by the Escrow Issuer. Accordingly, prior to the consummation of the Acquisition, Akumin Inc. and its Subsidiaries (other than the Escrow Issuer) will not be subject to the restrictions, agreements and covenants of this Indenture.
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Activities Prior to Escrow Release. Prior to the Completion Date, the Escrow Issuer’s primary activities shall be restricted to issuing the Notes, performing its obligations in respect of the Notes, this Indenture and the Escrow Agreement, consummating the Transactions, the Escrow Conditions and the Escrow Release, redeeming the Notes as set forth above under Section 3.09, if applicable, and conducting such other activities as are necessary or appropriate to carry out the foregoing. Prior to the Completion Date, the Escrow Issuer shall not engage in any material business activity or enter into any material transaction or agreement except in the ordinary course of business or reasonably necessary to effectuate the Transactions.
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Related to Activities Prior to Escrow Release

  • Escrow Release Within five (5) Business Days after the three (3) year anniversary of the Closing Date (the “Escrow Expiration Date”), subject to the terms of the Escrow Agreement, the Escrow Agent shall distribute to Seller Representative (for distribution to Sellers in accordance with their Pro Rata Shares) the Escrow Amount less an amount equal to the aggregate dollar amount of claims for Damages made by any Buyer Indemnified Party pursuant to Section 7.2 which are then outstanding and unresolved (the “Aggregate Outstanding Claims,” with any retained portion being referred to as the “Retained Escrow Amount”). In the event and to the extent that after the Escrow Expiration Date any outstanding claim made by any Buyer Indemnified Party pursuant to Section 7.2 for Damages is resolved for any amount less than what was retained for such claim at the Escrow Expiration Date, then the Escrow Agent shall distribute to Seller Representative (for distribution to Sellers in accordance with their Pro Rata Shares) an aggregate amount of the Retained Escrow Amount equal to such difference; provided, however, that such distribution shall only be made to the extent that the Retained Escrow Amount remaining after such distribution would be sufficient to cover the amount of the Aggregate Outstanding Claims that are still unresolved at such time. In the event and to the extent that after the Escrow Expiration Date any outstanding claim made by any Buyer Indemnified Party for Damages is resolved in favor of such Buyer Indemnified Party, such Buyer Indemnified Party shall be entitled to recover an amount equal to the amount of the outstanding claim resolved in favor of such Buyer Indemnified Party, and Seller Representative and Buyer shall deliver joint written instructions to the Escrow Agent for the release of same to such Buyer Indemnified Party.

  • Events Prior to Closing (a) Upon execution hereof or as soon thereafter as practical, management of AAI and QMT shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced hereinbelow.

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • OBLIGATIONS PRIOR TO CLOSING From the date of this Agreement through the Closing:

  • Press Releases and Related Matters Each Credit Party executing this Agreement agrees that neither it nor its Affiliates will in the future issue any press releases or other public disclosure using the name of GE Capital or its affiliates or referring to this Agreement, the other Loan Documents or the Related Transactions Documents without at least 2 Business Days' prior notice to GE Capital and without the prior written consent of GE Capital unless (and only to the extent that) such Credit Party or Affiliate is required to do so under law and then, in any event, such Credit Party or Affiliate will consult with GE Capital before issuing such press release or other public disclosure. Each Credit Party consents to the publication by Agent or any Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement. Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements.

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • Release of Escrow Funds The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:

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