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. 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. (i) Unless and until the Closing occurs, (x) Seller shall keep confidential, except as may be approved in writing by Buyers, or as may be necessary for the proper discharge by Seller of its duties under this Agreement, or as may be necessary to be disclosed to taxing authorities and accountants preparing Seller’s tax reports and filings, or as may be required under applicable Law (subject to Section 5.11(a)(ii)(y)(c) below), (1) any and all information received by or in the possession of Seller relating to Buyers’ business, assets, operations or prospects, which is either non-public, confidential or proprietary, or (2) any and all analyses, compilations, data, studies or other documents prepared by or for Buyers relating to the Gila River Power Station (the “Buyers Confidential Information”) and (y) Buyers shall keep confidential, except as may be approved in writing by Seller, or as may be necessary for the proper discharge by Buyers of their duties under this Agreement, including without limitation, seeking the Buyers’ Required Regulatory Approvals, or as may be necessary to be disclosed to taxing authorities and accountants preparing Buyers’ tax reports and filings, or as may be required under applicable Law (subject to Section 5.11(a)(ii) below) (1) any and all information received by or in the possession of Buyers relating to Seller’s business, assets, operations or prospects and/or relating to the Gila River Power Station which is either non-public, confidential or proprietary, or (2) any and all analyses, compilations, data, studies or other documents prepared by or for Buyers or Seller relating to the Gila River Power Station (collectively, the “Seller Confidential Information”, and together with the Buyers Confidential Information, the “Confidential Information”).
(ii) Notwithstanding Section 5.11(a)(i), (x) Seller and Buyers shall be entitled to the extent necessary for the performance of their respective duties hereunder to disclose Confidential Information of the other Party exclusively to such of its directors, employees, consultants and advisors who are directly concerned with or affected by the carrying out of the Parties’ duties under this Agreement, have a need to know such Confidential Information in order to carry out such duties, and who have agreed to be bound by the terms of this Agreement or are otherwise bound by confidentiality obligations no less restrictive than those contained herein (each, a “Representative” and collectively, “...
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 Pre-Closing Period shall mean a Tax period ending on or prior to the Closing Date.
Pre-Closing Period. Pre-Closing Period" shall mean the period from the date of this Agreement until the Closing Date.
Pre-Closing Period. The term “Pre-Closing Period” has the meaning set forth in Section 1.12.
Pre-Closing Period. During the Pre-Closing Period, except: (i) as may be required under applicable Law; (ii) with the prior written consent of Serasa; or (iii) as otherwise specified in this Agreement or in the Merger Protocol: (a) the Company shall, and shall cause each of the Company’s Subsidiaries to, conduct its business and operations, in all material respects, in the Ordinary Course of Business; (b) the Company shall: (I) promptly notify Serasa of the receipt of any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Merger of Shares or the Redemption and shall use its commercially reasonable efforts to obtain such consent; and
