CONDUCT AND TRANSACTIONS PRIOR TO EFFECTIVE TIME Sample Clauses

CONDUCT AND TRANSACTIONS PRIOR TO EFFECTIVE TIME. ADDITIONAL AGREEMENTS ----------------------------------------------------------------------- AND COVENANTS -------------
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CONDUCT AND TRANSACTIONS PRIOR TO EFFECTIVE TIME. CERTAIN COVENANTS 36 5.1 Access and Information 36 5.2 Conduct of Business Pending Merger 36 5.3 Fiduciary Duties 42 5.4 Certain Fees 42 5.5 Takeover Statutes; Inconsistent Actions 43 5.6 Consents 43 5.7 Reasonable Efforts; Further Assurances; Cooperation 44 5.8 NYSE Listing 45 5.9 Notice 45 5.10 Registration Statement; Shareholder Approvals 45 5.11 Expenses 46 5.12 Press Releases; Filings 46 5.13 Tax Treatment 46 5.14 Employee Benefits 47 5.15 Stock Options and Warrants 47 5.16 Company Affiliates 48 5.17 Supplements to Disclosure Letter 48 5.18 Post-Closing Cooperation by Identified Shareholders 48 5.19 Indemnification of Directors and Officers and Identified Shareholders 48 5.20 Certain Consents 49
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CONDUCT AND TRANSACTIONS PRIOR TO EFFECTIVE TIME. 4.1. CONDUCT OF THE PARTIES’ BUSINESSES Between the date hereof and the Effective Time, the parties hereto agree to conduct their businesses only in the ordinary course and in accordance with their respective best practices and policies.
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CONDUCT AND TRANSACTIONS PRIOR TO EFFECTIVE TIME. ADDITIONAL AGREEMENTS 21 4.1 Access to Records. 21 4.2 Conduct. 22 4.3 Legal Conditions to Merger. 22
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CONDUCT AND TRANSACTIONS PRIOR TO EFFECTIVE TIME. ADDITIONAL AGREEMENTS
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CONDUCT AND TRANSACTIONS PRIOR TO EFFECTIVE TIME. ADDITIONAL AGREEMENTS 22 6.1 Conduct of Business of FCP 22 3 TABLE OF CONTENTS (continued)
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CONDUCT AND TRANSACTIONS PRIOR TO EFFECTIVE TIME. 5.01 Investigation by Indian/Operation of Business of Coral: Between ------------------------------------------------------ the date of this Agreement and the Effective Time (for purposes of this Section 5.01, Coral group shall include Coral Public):
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CONDUCT AND TRANSACTIONS PRIOR TO EFFECTIVE TIME. (a) As soon as practicable after the execution and delivery of this Agreement, ARC and RoomLinX, in conjunction with their respective counsel, shall prepare and file with the SEC, either (i) a Proxy Statement pursuant to Regulation 14A ("PROXY STATEMENT") under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), or (ii) in the event that ARC obtains the requisite approval from its stockholders without the necessity of a special meeting of stockholders, an Information Statement pursuant to Regulation 14C ("INFORMATION STATEMENT") under the Exchange Act, and shall use their commercially reasonable best efforts to cause the Proxy Statement to be "cleared" by the SEC, and to cause the Proxy Statement or the Information Statement to be mailed to all holders of ARC Common Stock.
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Related to CONDUCT AND TRANSACTIONS PRIOR TO EFFECTIVE TIME

  • Conditions to Obligations of Parent and Merger Sub to Effect the Merger The obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS This Agreement contains the entire understanding between the parties hereto and supersedes any prior employment agreement between the Bank or any predecessor of the Bank and Executive, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement.

  • Certain Notifications and Required Actions After the date of this Agreement, the Company shall promptly advise the Representatives in writing of: (i) the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus or the Prospectus; (iii) the time and date that any post-effective amendment to the Registration Statement becomes effective; and (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any amendment or supplement to any preliminary prospectus, the Time of Sale Prospectus or the Prospectus or of any order preventing or suspending the use of any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus or the Prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation the Shares from any securities exchange upon which they are listed for trading or included or designated for quotation, or of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment. Additionally, the Company agrees that it shall comply with all applicable provisions of Rule 424(b), Rule 433 and Rule 430B under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under Rule 424(b) or Rule 433 were received in a timely manner by the Commission.

  • Additional Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law:

  • Amendments to Merger Agreement The Merger Agreement is hereby amended as follows:

  • EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFIT PLANS This Agreement contains the entire understanding between the parties hereto and supersedes any prior agreement between the Bank and Executive, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement.

  • CONDITIONS PRECEDENT TO MERGER 5.01 Conditions Precedent to Obligations of Parent, Sub and the Company. The respective obligations of Parent and Sub, on the one hand, and the Company, on the other hand, to effect the Merger are subject to the satisfaction or waiver (subject to applicable law) at or prior to the Effective Time of each of the following conditions:

  • Additional Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY Parent and Merger Subsidiary represent and warrant to the Company as follows:

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