Closing and Standstill Sample Clauses
Closing and Standstill. 6.1 The parties will use their reasonable best efforts to complete and close the Merger as follows: 360 and its representative shall conduct due diligence on the Monarch within seven days of the date this LOI has been signed by all parties (the “Due Diligence Period”); in the event no issues arise during the Due Diligence Period the parties shall work jointly to prepare and execute a mutually agreeable Merger Agreement on or before 14 days of the date this Agreement has been signed by all parties.
6.2 At closing, the parties will deliver such documentation as may be reasonably requested by the other party’s counsel to effect the Merger.
6.3 Until the completion of the Merger occurs, or until termination of this LOI in accordance with the terms hereof, or until otherwise mutually agreed to by the parties in writing the parties agree as follows:
(a) Monarch hereby agrees to take all necessary steps to ensure that Monarch does not incur any liabilities other than in the normal course of business.
(b) Each party shall keep confidential any information obtained in connection with the transactions contemplated herein, unless such information has been rightfully obtained from a third party or is generally available to the public. In the event that public disclosure is required to be made by any regulation or law, or by any regulatory filing in connection with the transactions contemplated herein, such disclosure shall be agreed by all parties, including, without limitation, approval as to form and content.
(c) Monarch shall provide 360 and its representatives with access to financial and other information relating to Monarch as may be reasonably necessary in order for 360 to make informed decisions as to the viability of the business arrangements contemplated herein.
(d) During the period commencing on the date this LOI is executed by all parties until the closing of the Merger or termination of this LOI, the Seller shall not contact, undertake negotiations with, or provide any information to any third party for any purpose including pursuing another transaction or series of transactions similar to the ones contemplated herein.
Closing and Standstill. 5.1 The parties will use their reasonable best efforts to complete the Transaction by no later than 180 calendar days following the filing of the Amended and Restated Charter with the Delaware Secretary of State. At the Closing, the parties will deliver such documentation as may be reasonably requested by the other party’s counsel to effect the Transaction.
5.2 Until the earlier of the Closing and the termination of this Letter in accordance with the terms hereof, or until otherwise mutually agreed to by the parties in writing, the parties agree as follows:
5.2.1 Amasys hereby agrees to take all necessary steps to ensure that it will not incur any material liabilities.
5.2.2 StemGen and Amasys hereby agree to work together and take all necessary steps to file Amasys’ Form 10-K and/or “Super 8K” prior to the Closing.
5.2.3 No events will have occurred that individually or in the aggregate have a material adverse effect on the business or financial condition of StemGen or Amasys.
5.2.4 There will have been received all material governmental and regulatory approvals and any material consents from third parties necessary to complete the Transaction;
5.2.5 The parties will provide each other party and its representatives access to financial and other information relating to such party as may be reasonably requested.
5.2.6 None of StemGen or Amasys will encumber Amasys with any additional debt, other than that outlined in Annex A.