Certain Pre-Closing Actions. Prior to the Closing, the Company shall take each of the actions set forth in Section 5.10 of the Company Letter.
Certain Pre-Closing Actions. Without limiting anything else contained herein, Target shall have done the following on or before the Closing Date:
Certain Pre-Closing Actions. The second sentence of Section 5.8(a) of the Agreement is hereby deleted and replaced with the following: The JBG Parties shall cause the actions set forth on Section 5.8(a) of the JBG Disclosure Letter that are contemplated to be taken prior to the Closing (collectively, the “Restructuring Transactions”) to be implemented as set forth therein immediately following the occurrence of the Pre-Combination Transactions, but prior to the Closing (other than obtaining certain consents, forming certain entities, contributing certain JBG Included Interests to the applicable Transferred LLC and certain related transactions, which may occur prior to the Pre-Combination Transactions).
Certain Pre-Closing Actions. The Parties hereby confirm that the following actions to be taken under the Agreement prior to the Closing Date were taken as follows:
Certain Pre-Closing Actions. (a) Prior to the Initial Merger Effective Time, the Company Articles shall be duly amended to exempt the Transactions from the provisions of the Company Articles, including but not limited to, Article 10 (Anti-Dilution Protection) therein and Section 1.1 (Liquidation Rights) and Section 1.3 (Conversion Rights) of Schedule I thereto.
Certain Pre-Closing Actions. (a) Prior to the Closing (and in any event no later than 11:59 p.m. on the Business Day preceding the Closing Date), the Vornado Parties, Newco and Newco OP shall cause the Pre-Combination Transactions set forth on Section 5.8(a) of the Vornado Disclosure Letter to be implemented as set forth therein. Immediately following the occurrence of the Pre- Combination Transactions, but prior to the Closing, the JBG Parties shall cause the actions set forth on Section 5.8(a) of the JBG Disclosure Letter that are contemplated to be taken prior to the Closing (collectively, the “Restructuring Transactions”) to be implemented as set forth therein. The Parties will reasonably agree to modify the Restructuring Transactions, the Combination Transactions and the Pre-Combination Transactions as requested by either Party and agree further to reasonably cooperate with each other for four (4) weeks following the date hereof in respect of the “Potential Restructuring”, as set forth on Section 5.8(a) of the Vornado Disclosure Letter, so long as (i) such modifications do not adversely affect the non-requesting Party in any material respect and (ii) such modifications would not reasonably be expected to affect the ability of the Vornado Parties to receive the opinions described in Section 7.2(e) and Section 7.2(f) and the ability of the JBG Parties to receive the opinions described in Section 7.3(e). The Parties agree to amend the provisions of this Agreement, any schedule thereto, and any exhibit thereto to reflect any modifications described in the previous sentence. With the mutual consent of the Parties, the obligations of Newco hereunder may be assigned, to the extent necessary to reflect any modifications described herein, to a newly formed Subsidiary of Vornado.
Certain Pre-Closing Actions. Sellers shall have complied with all of their obligations under Section 6.16 and Section 6.17 in all respects.
Certain Pre-Closing Actions. Prior to the Closing Date, Seller shall have used commercially reasonable efforts to take the action set forth on Schedule 6.25. 112
Certain Pre-Closing Actions. The Parties intend to endeavor reasonably and in good faith to achieve the goals set forth in Article I of the MOU by the dates so indicated.
Certain Pre-Closing Actions. The Parties intend to endeavor reasonably and in good faith to achieve the following goals by the following dates:
