CONDUCT AND TRANSACTIONS PRIOR TO CLOSING. From and after the date of this Agreement until the Closing Date, except to the extent contemplated by this Agreement or otherwise consented to in writing by Buyer:
CONDUCT AND TRANSACTIONS PRIOR TO CLOSING. 21 3.1 GENERAL.........................................................21 3.2
CONDUCT AND TRANSACTIONS PRIOR TO CLOSING. COVENANTS; INDEMNITIES Seller and Purchaser agree and covenant as follows:
CONDUCT AND TRANSACTIONS PRIOR TO CLOSING. (a) By the Sellers.
CONDUCT AND TRANSACTIONS PRIOR TO CLOSING. 5.1Access to Records and Properties: Employees; Confidentiality .
CONDUCT AND TRANSACTIONS PRIOR TO CLOSING. 24 4.1 Conduct of CDC’s and CDC Banks’ Businesses Prior to Closing 24 4.2 Registration Statement 29 4.3 Affiliate Letters 30 4.4 Submission to Regulatory Authorities 31 4.5 Public Announcements 31 4.6 Consents 31 4.7 Further Actions 31 4.8 Notice 31 4.9 Confidentiality 31 4.10 Availability of Glacier’s Books, Records and Properties 32 4.11 Blue Sky Filings 32 4.12 Tax Treatment 32 4.13 Completion of Distribution of Securities 32 4.14 Best Efforts 32 SECTION 5. APPROVALS AND CONDITIONS 32 5.1 Required Approvals 32 5.2 Conditions to Obligations of Glacier 33 5.3 Conditions to Obligations of CDC 36 SECTION 6. DIRECTORS, OFFICERS AND EMPLOYEES 37 6.1 Controlling Shareholders 37 6.2 Officer’s Employment Contract 37 6.3 Employee Benefit Issues 37 6.4 Indemnification of Directors and Executive Officers 38 SECTION 7. TERMINATION OF AGREEMENT AND ABANDONMENT OF TRANSACTION 38 7.1 Termination by Reason of Lapse of Time 38 7.2 Termination Due To Glacier Average Closing Price Greater Than $34.88 38 7.3 Termination Due To Glacier Average Closing Price Less than $27.13 39 7.4 Other Grounds for Termination 39 7.5 Termination Fee Payable By CDC 41 7.6 Termination Fee Payable By Glacier 41 7.7 Break-Up Fee 41 7.8 Cost Allocation Upon Termination 42 SECTION 8. MISCELLANEOUS 42 8.1 Notices 42 8.2 Waivers and Extensions 43 8.3 Construction and Execution in Counterparts 43 8.4 Survival of Representations, Warranties, and Covenants 43 8.5 Attorneys’ Fees and Costs 44 8.6 Arbitration 44 8.7 Governing Law and Venue 44 8.8 Severability 44 8.9 No Assignment 44 SECTION 9. AMENDMENTS 44
CONDUCT AND TRANSACTIONS PRIOR TO CLOSING. (a) By the Shareholders.
CONDUCT AND TRANSACTIONS PRIOR TO CLOSING. 8 5.1. Conduct of Business.........................................8 5.2. Access to Information.......................................9 5.3. Disclosure..................................................9 5.3.1. Public Disclosure..................................9 5.3.2. Confidentiality....................................9 5.4. Further Assurances.........................................10 5.5. Lessor's Consents..........................................10 5.5.1. Best Efforts to Obtain............................10 5.5.2. Buyer's Cooperation...............................12 Page
CONDUCT AND TRANSACTIONS PRIOR TO CLOSING. (a) By the Members.
CONDUCT AND TRANSACTIONS PRIOR TO CLOSING. AFTER CLOSING 4.01. Access to Records and Properties of the Companies. . . . . . 18 4.02.
