Before the Closing. Buyer shall deposit with Escrow Holder the Purchase Price, less the Deposit, and Buyer’s share of closing costs and prorations as provided in Article VIII below, in immediately available funds.
Before the Closing. Buyer acknowledges that it has conducted and completed all or substantially all of its business, financial, legal and other due diligence investigations regarding the Purchased Assets. From the date of this Agreement until the Closing, Sellers shall afford Buyer and its representatives access, during regular business hours and upon reasonable advance notice, to Sellers and the Purchased Assets, as Buyer may reasonably request in order to consummate the transactions contemplated by this Agreement and to plan for the transition of the Products from Sellers to Buyer.
Before the Closing the Seller will not, without the Buyer’s prior written consent, enter into any material agreement with its employees, increase the rate of compensation or bonus payable to or to become payable to any employee, or effect any changes in the management, personnel policies, or employee benefits, except in accordance with existing employment practices.
Before the Closing. Any and all non-publicly available information disclosed by or on behalf of the Company or the Principal Stockholders or their representatives to Holding or Acquisition or their representatives, or by or on behalf of Holding or Acquisition or their representatives to the Company or the Principal Stockholders or their representatives, as part of or in connection with the negotiations leading to the execution of this Agreement, or in furtherance thereof, which information was not already known to the receiving Person, as the case may be, shall remain confidential until the Closing Date, except to the extent that Holding or Acquisition in its reasonable judgment must disclose any such information to banks and other institutional lenders in the process of obtaining financing for the transactions contemplated hereby. If the Closing does not take place for any reason, each of the parties agrees not to further divulge or disclose or use for their benefit or purposes any such information of any other party at any time in the future unless it has otherwise become public through no action or omission on the part of any party required hereunder to keep such information confidential. The information intended to be protected hereby shall include without limitation information with respect to finances, customers, sales, representatives, and anything else having an economic or pecuniary benefit to the disclosing party. Notwithstanding the foregoing, if any party is required by law or regulation to disclose any information covered by this Section 9.1(a), the party under such disclosure obligation will provide the party who disclosed such information with prompt notice of such disclosure obligation so that the disclosing party may seek a protective order or take other appropriate action and/or waive compliance with this Section 9.1(a) to the extent of such required disclosure. In the absence of such a waiver, if any party is, in the opinion of its counsel, compelled to disclose any such information of any other party upon pain of liability for contempt or other censure or penalty, the party under such disclosure obligation may disclose such information to the relevant court or other tribunal or governmental authority without liability hereunder, but notwithstanding such disclosure, such information shall remain confidential under this Section 9.1(a) after such disclosure.
Before the Closing the Seller will deliver to the Buyer a list of the names of all persons on the Seller’s payroll, together with a statement of amounts paid to each during the Seller’s most recent fiscal year and amounts paid for services from the beginning of the current fiscal year to the Closing. Before the Closing, the Seller will also provide the Buyer with a schedule of all employee bonus arrangements and a schedule of other material compensation or personnel benefits or policies in effect.
Before the Closing. New Trust's Board shall have authorized the issuance of, and New Fund shall have issued, ten New Fund Share in each class ("INITIAL SHARES") to the Adviser or an affiliate thereof in consideration of the payment of $10.00 each to take whatever action it may be required to take as New Fund's sole shareholder pursuant to paragraph 5.6;
Before the Closing. Purchaser and Seller shall agree upon a sketch of the Lower Gravel Parking Lot that and such sketch shall be attached as an exhibit to the P&S Agreement and the Lease.
Before the Closing the Seller will deliver to the Buyer a statement of amounts paid to Hxxxxx Xxxxxxxxx (collectively, “Identified Employees”) during the Seller’s most recent fiscal year and amounts paid for services from the beginning of the current fiscal year to the Closing. Before the Closing, the Seller will also provide the Buyer with any employee bonus arrangement and a schedule of other material compensation or personnel benefits or policies in effect with respect to the Identified Employees.
Before the Closing the Board of Directors of the Company shall adopt such resolutions and take all such other actions as may be necessary to provide that each warrant to purchase shares of Company Common Stock ("Warrants") outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, shall become exercisable as of the Effective Time for a lump sum payment equal to the excess, if any, of (i) the product of (A) the number of shares of Company Common Stock subject to such Warrant and (B) the Common Stock Merger Consideration over (ii) the product of (x) the number of shares of Company Common Stock subject to such Warrant and (y) the per share exercise price of such Warrant. Parent shall cause the Surviving Company to (x) as promptly as practicable after the Effective Time, notify each record holder of a Warrant in writing of the consummation of the Merger and that such holder may obtain such payment by exercising its Warrant in accordance with its terms and (y) make such payment as promptly as practicable upon exercise of a Warrant by the holder thereof in accordance with its terms.
Before the Closing. Trust’s Board shall have authorized the issuance of, and each New Fund shall have issued, one New Fund Share (“Initial Share”) to U.S. Global Brokerage, Inc., the Trust’s distributor (“Distributor”), or an affiliate thereof (“sole shareholder”) in consideration of the payment of $10.00 to take whatever action it may be required to take as each New Fund’s sole shareholder pursuant to paragraph 5.8;
