Pre-Closing Actions. As promptly as practicable, each Warrantor shall: (a) use best efforts to take all actions required of such party and to do all other things reasonably necessary, proper or advisable to consummate the transactions contemplated under the Transaction Documents; (b) file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by such Warrantor pursuant to Law in connection with the Transaction Documents and the issuance of the Series C Preferred Shares pursuant hereto and the consummation of the other transactions contemplated under the Transaction Documents; (c) use reasonable best efforts to obtain, or cause to be obtained, all consents (including any consents required under any Contract) necessary to be obtained by such party in order to consummate the transactions contemplated pursuant to the Transaction Documents; and (d) coordinate and cooperate with the other Parties in exchanging such information and supplying such assistance as may be reasonably requested by the other Parties in connection with any filings and other actions to be made or taken in order to consummate the transactions contemplated pursuant to the Transaction Documents.
Pre-Closing Actions. As promptly as practicable, each of the parties to this Agreement will: (i) use reasonable best efforts to take all actions required of such party and to do all other things reasonably necessary, proper or advisable to consummate the transactions contemplated hereby and by the Ancillary Documents; (ii) file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by such party pursuant to Applicable Law in connection with this Agreement, the Ancillary Documents and the issuance of the Series B Preferred Shares pursuant hereto and the consummation of the other transactions contemplated hereby and by the Ancillary Documents; (iii) use reasonable best efforts to obtain, or cause to be obtained, all Consents (including any Consents required under any contract) necessary to be obtained by such party in order to consummate the transactions contemplated pursuant to this Agreement and the Ancillary Documents; and (iv) coordinate and cooperate with the other parties in exchanging such information and supplying such assistance as may be reasonably requested by the other parties in connection with any filings and other actions to be made or taken in order to consummate the transactions contemplated pursuant to this Agreement and the Ancillary Documents.
Pre-Closing Actions. At least two (2) Business Days prior to the Closing Date,
(a) the Company shall deliver to the Purchaser:
(i) one or more customary payoff letters (the “Payoff Letters”) in respect of the Indebtedness Payoff Amount, which shall be in form and substance reasonably satisfactory to Purchaser and shall authorize and effect the release of all Encumbrances securing the Specified Funded Indebtedness upon payment of the Indebtedness Payoff Amount in full; and
(ii) one or more Payoff Letters or invoices (with wiring instructions set forth therein) in respect of the Transaction Expenses, which shall be in form and substance reasonably satisfactory to the Purchaser;
(iii) duly executed written resignations or removals, including termination of any related services agreements (which shall not require any release or waiver, but merely a statement of resignation), in form and substance reasonably satisfactory to the Purchaser, effective as of the Closing, of each of the members of the boards of directors and boards of managers of the Company and Company Subsidiaries, in each case, that have been requested to resign by the Purchaser in writing to the Company at least seven (7) Business Days prior to the Closing Date;
(iv) if requested by Purchaser with respect to any directors’ qualifying shares or other Equity Interests of any Company Subsidiary held by any Person other than the Company or a wholly owned Subsidiary of the Company, all necessary documentation to effect the transfer of such Equity Interests to the Person or Person(s) designated by Purchaser or duly executed option agreements to permit such transfer at a later date at the unilateral election of Purchaser, all in form and substance reasonably satisfactory to Purchaser; and
(v) evidence that the Specified Affiliate Arrangements shall have been settled or terminated without any further liability or obligation to the Company or any Company Subsidiary.
(b) the Seller shall deliver, or cause to be delivered, to the Purchaser a statement (the “Estimated Closing Statement”) setting forth the Seller’s estimate of the Purchase Price (“Estimated Purchase Price”) and which shall reflect its estimate of (i) the aggregate amount of Indebtedness as of the Adjustment Time, (ii) Cash and Cash Equivalents as of the Adjustment Time, (iii) Transaction Expenses as of the Adjustment Time (“Estimated Transaction Expenses”), and (iv) Net Working Capital as of the Adjustment Time, and including reasonably detailed calculations dem...
Pre-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or any Ancillary Agreement, following the Effective Time, Fountain shall have no Liability for the breach or alleged breach of this Agreement related to any actions taken or not taken prior to the Effective Time; provided that, for the avoidance of doubt, nothing in this Section 2.11 shall absolve Fountain of any Liability for breach of any of its obligations under any covenants which contemplate performance after the Effective Time.
Pre-Closing Actions. The parties acknowledge that this Agreement is being executed prior to the negotiation and discussion of all matters relating to such exchangeable share transaction and prior to the negotiation and discussion of the schedules to this Agreement and documents to be delivered thereto. As well, all of the representations and warranties may not be complete or true as of the date of signing of the Agreement. The parties agree to work together in good faith in finalizing the documentation and resolving such issues prior to Closing, which may involve an amendment to this Agreement to reflect such issues. All schedules and material documentation must be presented to the other party for review as soon as possible following execution of this Agreement.
Pre-Closing Actions. 3.4.1. At least 2 (two) Business Days prior to Closing Date the following actions shall be undertaken by the Acquirer (“Pre-Closing Actions”):
(a) the Acquirer / merchant bankers to the IPO (“Bankers”), shall have received and delivered to the Sellers written final observations received from the Securities and Exchange Board of India (“SEBI”) on the draft red xxxxxxx prospectus in relation to the IPO (“Final Observations”) and the fresh issue portion of such IPO shall consist of a minimum size of INR 900,00,00,000 (Rupees Nine Hundred Crore only) (including Pre-IPO) (“Minimum IPO Size”);
(b) the Sellers shall have received a written communication of the Bankers confirming indicative expected demand based on the marketing activities for at least the Minimum IPO Size, and the nature/ category of the institutional investors who are prospective investors in the IPO;
(c) the Sellers shall have received a certified true copy of the minutes of the meeting of the Board and/or IPO committee taking on record the IPO terms including as mentioned in limb (a) and (b) above, in the formats as stipulated under SCHEDULE 23;
(d) the Acquirer shall have, based on communication from the Bankers, statutory auditors and counsels for the IPO, shared over email with the Sellers, the pre- execution version of the updated draft red xxxxxxx prospectus, setting out the details in relation to the IPO including the Minimum IPO Size mentioned, save and except only to the extent of details pursuant to the consummation of the transactions contemplated under this Agreement;
(e) the Acquirer shall have shared with the Sellers the irrevocable consents in writing from relevant shareholders of the Acquirer agreeing to the proposed price band of the IPO prior to the filing of the updated red xxxxxxx prospectus pursuant to the amended and restated shareholders’ agreement dated December 11, 2015 pertaining to the Acquirer, as amended on September 30, 2021 and further amended on or about the date of this Agreement;
(f) the Acquirer shall have converted its Securities (whether compulsorily or optionally convertible) into Equity Shares of the Acquirer; and
(g) the Acquirer shall have obtained a certificate from an Accountancy Firm and a registered merchant banker, certifying the fair market value of the Subscription Shares: (i) in compliance with the provisions of Section 62(1)(c) of the Act read with Rule 13 of the Companies (Share Capital and Debentures) Rules 2014; (ii) in accordance with the In...
Pre-Closing Actions. Prior to the Closing, CRR shall cause CRC to establish NYC and PRR as wholly owned Subsidiaries of CRC and shall cause CRC and NYC to enter into the NYC LLC Agreement and shall cause CRC and PRR to enter into the PRR LLC Agreement.
Pre-Closing Actions. (a) Prior to the Closing:
(i) each of Echo Holdco, Echo, the Company, Change Aggregator L.P. and H&F Echo Holdings, L.P. shall have entered into a Tax Receivable Agreement substantially in the form set forth attached hereto in Exhibit I (the “New Echo Tax Receivable Agreement”);
(ii) the Echo Shareholders shall contribute pro rata in proportion to their ownership of Echo Holdco capital stock, an aggregate of the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco to Echo in exchange for 100% of the issued and outstanding capital stock of Echo;
(iii) MCK shall have delivered to the other Parties hereto a statement setting forth the Non-IP Initial Percentage and the MCK IPCo Initial Percentage; and
(iv) the MCK Pre-Closing Restructuring shall have occurred.
Pre-Closing Actions. On the Closing Date, immediately prior to the First Effective Time, the following actions shall take place or be effected (in the order set forth in this Section 2.1):
Pre-Closing Actions. 6.1. Between the Execution Date and the Closing Date, except as expressly permitted or required by this Agreement or with the prior written consent of the Purchaser, the Companies and the Seller shall:
(a) not directly or indirectly initiate or engage in discussions or negotiations with any other Person for the purpose of any transactions in respect of any Shares or Assets of the Companies, including creation of any interest, direct, indirect, current, future or contingent, in the Shares or Assets of the Companies;
(b) not carry out any action or omission which may affect the proposed transaction under this Agreement or which may reduce or dilute the effective shareholding of the Purchaser upon Closing or which may change the shareholding of the Seller;
(c) not pass any resolution, which is inconsistent with any provision of, or transactions contemplated under, the Transaction Documents;
(d) conducts its operations other than in the ordinary course of business;
(e) comply with all applicable Laws;
(f) not make any amendments to the Memorandum or Articles of Association except as contemplated in this Agreement; and
(g) not agree or otherwise commit to take any of the actions described in the foregoing sub sections (a) through (f).
