Activities Prior to the Escrow Release Sample Clauses

Activities Prior to the Escrow Release. (a) Prior to the Escrow Release Date, the Company’s primary activities will be restricted to issuing the Notes, issuing capital stock and receiving capital contributions therefor from Xxxx TV, performing its obligations in respect of the Notes under this Indenture and the Escrow Agreement, directing the Escrow Agent to invest funds in the Escrow Account in Eligible Escrow Investments, consummating the Transactions to which it is a party and the Escrow Release, redeeming the Notes pursuant to the Special Mandatory Redemption, if applicable, and conducting such other activities as are necessary or appropriate to carry out the activities described above. Prior to the Escrow Release Date, the Company will not own, hold or otherwise have any interest in any assets other than the Escrow Account and cash and Cash Equivalents.
Sample 1Sample 2
AutoNDA by SimpleDocs
Activities Prior to the Escrow Release. (a) Prior to the Escrow Release Date, the Escrow Issuer’s primary activities will be restricted to issuing financing for the ION Acquisition (including the Notes and the Unsecured Notes), issuing capital stock and receiving capital contributions therefor from Scripps, performing its obligations in respect of the Notes and the Unsecured Notes under this Indenture, the Unsecured Indenture and the Escrow Agreement, directing the Escrow Agent to invest funds in the Escrow Account and the escrow account for the Unsecured Notes in Eligible Escrow Investments, consummating the Transactions to which it is a party and the Escrow Release, redeeming or repaying the Notes, the Unsecured Notes and any other financing for the ION Acquisition, if applicable, pursuant to mandatory redemption provisions and conducting such other activities as are necessary or appropriate to carry out the activities described above.
Sample 1
Activities Prior to the Escrow Release. (a) Prior to the Acquisition Closing Date, the Escrow Issuer’s primary activities will be restricted to issuing the Notes and engaging in other financing activities related to the Acquisition, issuing Capital Stock to, and receiving capital contributions from, direct and indirect parent companies of the Escrow Issuer, performing its obligations in respect of the Notes under this Indenture, the Escrow Agreement and the Keepwell Agreement, consummating the Escrow Merger and the Escrow Release and redeeming the Notes, if applicable, and conducting such other activities (including financing activities) as are necessary, advisable or appropriate to carry out the activities described above or related to the Transactions. Prior to the Acquisition Closing Date, the Escrow Issuer will not own, hold or otherwise have any interest in any material assets other than the Secured Notes Escrow Accounts and the escrow account holding the proceeds of the New Unsecured Notes, Eligible Escrow Investments, cash and Cash Equivalents and its rights under the documentation relating to the Transactions, including this Indenture, the Notes and other financing related documents.
Sample 1
Activities Prior to the Escrow Release. Prior to the Escrow Release Date, Finance Co.’s primary activities will be restricted to issuing the Notes, issuing capital stock and receiving capital contributions, performing its obligations in respect of the Notes under this Indenture and the Escrow Agreement, performing its obligations under the Share Purchase Agreement, if any, consummating the Transactions and the Escrow Release, redeeming the Notes pursuant to Section 5.9, if applicable, and conducting such other activities as are necessary or appropriate to carry out the activities described above and in the Share Purchase Agreement, if any. Prior to the Escrow Release Date, Finance Co. will not own, hold or otherwise have any interest in any assets other than the Escrow Account, cash and Cash Equivalents and its rights under the Share Purchase Agreement, if any. For the avoidance of doubt, (a) prior to the Escrow Release Date, the Company and its Subsidiaries (other than Finance Co.) and Eden and its Subsidiaries, shall not be subject to any of the covenants set forth in this Indenture or otherwise obligated under this Indenture and (b) the closing of the Eden Acquisition on substantially the terms set forth in the Share Purchase Agreement as in effect on the Issue Date or as the Share Purchase Agreement may be amended (provided that the terms of the Share Purchase Agreement shall not have been amended, modified, consented to or waived and the Share Purchase Agreement shall not have been terminated on or prior to the Escrow Release Date except for such amendments, consents or waivers that are not materially adverse to the Issuer or any of its subsidiaries (after giving effect to the consummation of the Transactions), taken as a whole, or to the Holders of the Notes (it being understood that any reduction in the purchase price of, or consideration for, the Eden Acquisition is not materially adverse to the interests of the Holders of the Notes)), and the consummation of the Transactions (on substantially the terms described in the Offering Memorandum) shall not be prohibited by Article III of this Indenture.
Sample 1
Activities Prior to the Escrow Release. (a) Prior to the Escrow Merger, the activities of the Escrow Issuer shall be restricted to issuing the Securities, performing its obligations in respect of the Securities under this Indenture, the Purchase Agreement and the Escrow Agreement, instructing the Escrow Agent with respect to the investment of the Escrowed Property in accordance with the terms of the Escrow Agreement, consummating the Escrow Merger, redeeming the Securities on the Special Mandatory Redemption Date, if applicable, and conducting such other activities as are necessary or appropriate to carry out the foregoing activities. The Escrow Issuer shall not own, hold or otherwise have any interest in any assets other than the Escrowed Property.
Sample 1
Activities Prior to the Escrow Release. (a) Prior to the Escrow Release Date, Merger Sub’s primary activities will be restricted to issuing the Notes, issuing capital stock and receiving capital contributions, performing its obligations in respect of the Notes under this Indenture and the Escrow Agreement, performing its obligations under the Transaction Agreement, if any, consummating the Transactions and the Escrow Release, redeeming the Notes pursuant to the Special Mandatory Redemption, if applicable, and conducting such other activities as are necessary or appropriate to carry out the activities described above and in the Transaction Agreement. Prior to the Escrow Release Date, Merger Sub will not own, hold or otherwise have any interest in any assets other than the Escrow Account, cash and Cash Equivalents and its rights under the Transaction Agreement.
Sample 1

Related to Activities Prior to the Escrow Release

  • 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.

  • ACTION 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:

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

  • 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.

  • Additional Agreements; Reasonable Efforts Subject to the terms and conditions herein provided, each of the parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) cooperating in the preparation and filing of the 8-K, any filings that may be required under the HSR Act, and any amendments to any thereof; (ii) obtaining consents of all third parties and Governmental Entities necessary, proper or advisable for the consummation of the transactions contemplated by this Agreement; (iii) contesting any legal proceeding relating to the Acquisition and (iv) the execution of any additional instruments necessary to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement, Voiceassist and Xxxx agree to use all reasonable efforts to cause the Closing to occur as soon as practicable after the completion of the audits for Voiceassist. In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, the proper officers and directors of each party hereto shall take all such necessary action.

  • Conduct Prior to the Effective Time 5.1 Conduct of Business by Company, Indirect Parent, Second Intermediary -------------------------------------------------------------------- Parent, First Intermediary Parent and Parent. During the period from the date -------------------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall cause the Company to and the Company shall, except to the extent that Purchaser shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed), carry on its business, in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, except as permitted by the terms of this Agreement, and the transactions contemplated hereby, without the prior written consent of Purchaser, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, neither Indirect Parent, Second Intermediary Parent, First Intermediary Parent nor Parent shall permit the Company to, and Company shall not do any of the following:

  • 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.

  • Conduct of Businesses Prior to the Effective Time During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in the CenterState Disclosure Schedule or the South State Disclosure Schedule), required by law or as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), each of South State and CenterState shall, and shall cause each of its Subsidiaries to, (a) conduct its business in the ordinary course consistent with past practice in all material respects, (b) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships, and (c) take no action that would reasonably be expected to adversely affect or delay the ability of either South State or CenterState to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis.

  • 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.

  • Actions Prior to the Distribution Prior to the Effective Time and subject to the terms and conditions set forth herein, the Parties shall take, or cause to be taken, the following actions in connection with the Distribution:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!