Pre-Closing Period Sample Clauses
The Pre-Closing Period clause defines the timeframe between the signing of a contract and the actual closing of the transaction. During this period, the parties are typically required to fulfill certain obligations, such as obtaining regulatory approvals, maintaining the normal course of business, or providing necessary information to each other. This clause ensures that both parties understand their responsibilities and limitations before the transaction is finalized, helping to prevent misunderstandings and protect the interests of both sides until closing occurs.
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Pre-Closing Period. Unless and until the Initial Closing Date occurs:
(i) The Sellers shall keep confidential, except as may be approved in writing by the Buyers, or as may be necessary for the proper discharge by Sellers of their duties or exercise of their rights under this Agreement, or as may be necessary to be disclosed to counsel, Taxing Authorities and accountants preparing the Sellers’ tax reports and filings, or as may be required under applicable Law, (a) the terms and provisions of this Agreement, and (b) any and all information received by or in the possession of the Sellers relating to the Buyers’ business, assets, operations or prospects that is non-public, confidential or proprietary (the “Buyer Confidential Information”);
(ii) The Buyers shall keep confidential, except as may be approved in writing by the Sellers, or as may be necessary for the proper discharge by the Buyers of their duties or exercise of their rights under this Agreement, or as may be necessary to be disclosed to counsel, taxing authorities and accountants preparing the Buyers’ tax reports and filings, or as may be required under applicable Law, (a) the terms and provisions of this Agreement, (b) any and all information received by or in the possession of the Buyers relating to the Transferred Companies that is non-public, confidential or proprietary, or (c) any and all analyses, compilations, data, studies or other documents prepared by or for the Buyers, the Sellers or the Transferred Companies in connection with the business of any Transferred Company utilizing information described in clause (b) above (the “Seller Confidential Information” and together with the Buyer Confidential Information, the “Confidential Information”); and
(iii) Notwithstanding the provisions of Section 6.1(a)(i)-(ii), the Parties shall be entitled to the extent necessary for the performance of their respective duties hereunder to allow access to details relating to the business of the other Party exclusively to such of its employees and consultants who are directly concerned with the carrying out of its rights or duties under this Agreement; provided, that each Party shall inform each of such Persons of the confidential nature of such information and of that Party’s obligations of confidentiality in respect thereof and such Party shall be responsible for any breach of such obligations by any recipients of such Confidential Information; and the Parties shall have no obligation with respect to any Confidential Inform...
Pre-Closing Period. During the Pre-Closing Period the Company shall not, and shall not permit any of its Subsidiaries or any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (such Subsidiaries, officers, directors, employees, investment bankers, attorneys, accountants, consultants, agents and advisors, collectively, the “Company Representatives”) to, directly or indirectly:
(i) solicit, initiate, or take any action to facilitate or encourage the submission of any Acquisition Proposal by a Third Party or otherwise initiate any process that is intended to, or is reasonably likely to lead to the making of an Acquisition Proposal by any Third Party (collectively, “Solicitation Actions”),
(ii) enter into or participate in any discussion or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford any access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage in any manner any effort by any Third Party that is seeking to make, or has made, an Acquisition Proposal (collectively, “Solicitation Response Actions”),
(iii) grant to any Third Party any waiver under or any release or any standstill or similar agreement or any Defensive Measure or redeem, modify, repeal or otherwise diminish any Defensive Measure for the benefit of any Third Party (collectively, “Defense Removal Actions”),
(iv) enter into any agreement, agreement in principle, letter of intent, term sheet or other similar instrument relating to any Acquisition Proposal by any Third Party (collectively, “Agreement Actions”), or
(v) agree or commit to take any of the actions described in this Section 8.03.
Pre-Closing Period. Your employment agreement with the Company, dated as of December 6, 2004, as amended (the “Employment Agreement”), is hereby amended to extend the term of your employment under the Employment Agreement through the end of the Pre-Closing Period (i.e., while you are employed during the Pre-Closing Period, you will be entitled to the same level of compensation and benefits that are currently provided to you as of the date hereof). You hereby acknowledge and agree that, as a consequence of extending your Employment Agreement through the Pre-Closing Period, if your employment is terminated during the Pre-Closing Period for any reason, you will be subject to the restrictive covenants set forth in Sections 6(b) and (c) of the Employment Agreement (and such provisions are hereby incorporated into this letter agreement, as if set forth herein).
Pre-Closing Period. “Pre-Closing Period” shall mean the period commencing as of the date of the Agreement and ending on the Closing Date.
Pre-Closing Period. (i) Between the date hereof and the date on which the Exchange Closing occurs (the “Pre-Closing Period”), neither GHX nor any of its Subsidiaries shall (without the prior written consent of the Stockholder, which consent shall not be unreasonably withheld or delayed) enter into any Business Acquisition if such Business Acquisition would be reasonably likely to (A) result in a material delay of the termination or expiration of any waiting period applicable to the Merger under the HSR Act or (B) materially increase the likelihood of the institution of an injunction of the Merger under any Antitrust Law.
Pre-Closing Period. The Pre-Closing Period shall mean a Tax period ending on or prior to the Closing Date.
Pre-Closing Period. “Pre-Closing Period” shall have the meaning given in Section 8.2(g)(iii)(b).
Pre-Closing Period. Sellers will prepare and file or cause to be prepared and filed all Tax Returns relating to Taxes for Encoal and NuCoal required to be filed for any taxable period that ends on or before the Closing Date ("Pre-Closing Tax Period"). Sellers will pay or cause to be paid all Taxes required to be paid with respect to any Pre-Closing Tax Period. If required by applicable law, Sellers will deliver to SGI for signing and filing any Tax Returns relating to income tax of Encoal or NuCoal with respect to any Pre-Closing Tax Period (including any short or stub period) that have not been filed prior to the Closing Date. Sellers will pay all Taxes required to be paid with respect to such Tax Returns for any Pre-Closing Tax Period.
Pre-Closing Period. The Borrower will not extend the Pre-Closing Period.
Pre-Closing Period. Pre-Closing Period" shall mean the period from the date of the Agreement through the Closing Date.