Pre-Closing Steps. As promptly as practicable after satisfaction of the conditions to Closing set forth in Chapter IV (other than those conditions that by their nature are to be satisfied at the Closing), and, in any event, prior to the Closing, Via Varejo shall approve and shall cause a capital increase of VV Part Participações S.A., a newly incorporated, non-operational holding, wholly-owned subsidiary of Via Varejo ("VV Part"), upon the issuance of new shares, which shall be fully subscribed by Via Varejo and paid up with: (a) the contribution of all the shares issued by Via Varejo Luxembourg Holding S.à.x.x., a company organized under the Laws of Luxembourg, having its registered office at 00 xxx Xxxxxx Xxxxxxxx, L-2540 Luxembourg (Luxembourg) ("LuxCo"), that indirectly owns ninety six million, seven hundred and ninety thousand, seven hundred and ninety eight (96,790,798) ordinary shares, representing approximately 22% of the capital of Cnova NV (the "Indirectly Held Cnova Shares"), which shall be valued at book value based on an appraisal report to be prepared prior to Closing ("Indirectly Held Cnova Shares Appraisal Report"); and (b) the VV Part Cash Amount (the preceding clauses (a) and (b), the "VV Part Capital Increase").
Pre-Closing Steps. Prior to the Effective Time, Parent, Merger Sub and the Company shall use reasonable best efforts to cause the actions described on the Implementation Schedule to be taken at the times and in the manner described on the Implementation Schedule.
Pre-Closing Steps. (1) As soon as practicable after the date hereof, but in any event prior to the Closing Date, the parties hereto shall have caused the following actions to have occurred (the "Pre-Closing Steps"):
(a) Inlogic shall be continued under the Companies Act (Nova Scotia) ("NS ACT") as a limited liability company;
(b) Inlogic shall have effected the Atevent Transaction as described in Section 11.12 hereof.
(c) Prior to the Closing Date, the board of directors of Inlogic shall declare the "Inlogic Dividend," which shall be payable on January 4, 2000 (the "Inlogic Dividend Payment Date") to shareholders of Inlogic of record at the close of business on December 16, 1999 (the "Dividend Record Date"). The Inlogic Dividend shall be an amount of cash (in Canadian dollars) equal to (i) all of Inlogic's cash and accounts receivable as of the Closing Date, less (ii) all debts, accounts payable, severance payments due to the employees of Inlogic identified on Inlogic Schedule 4.18 whose employment shall be terminated prior to the Closing, payroll expense and consulting fees payable (and related accruals) for periods on or prior to the Closing Date, travel and living expenses payable by Inlogic for periods on or prior to the Closing Date, taxes accrued through the Closing Date (including any taxes due in connection with the purchase, lease or other acquisition of computer systems and equipment on or around September 1999), all bonuses payable by Inlogic to its employees, consultants and independent contractors for calendar year 1999, all commissions payable by Inlogic to its employees, consultants and independent contractors for sales or services in calendar 1999, amounts payable or anticipated to be payable (including attorney fees) in connection with the settlement or resolution of the matters disclosed on Inlogic Schedule 4.14, and the amount of cash contributed to the Atevent Corporation in connection with the Atevent Transaction. No later than December 31, 1999, Inlogic shall prepare a balance sheet dated as of the Closing Date (the "Closing Balance Sheet"), which balance sheet shall be used for purposes of calculating the amount of the Inlogic Dividend. Inlogic shall afford Dalexx and the Inlogic Shareholders and their representatives the opportunity to review the work papers and other documentation used by Inlogic in preparing the Closing Balance Sheet. The Inlogic Dividend shall be allocated among the Inlogic Shareholders as set forth on Inlogic Schedule 2.1(c). Notw...
Pre-Closing Steps. All the Pre-Closing Steps referred to in Section 2.1 hereof shall have been completed to the satisfaction of Canadian Buyer and true copies of all documents evidencing such steps, including the Amalgamation Order, shall have been delivered to Canadian Buyer.
Pre-Closing Steps. Prior to or concurrently with the Closing, the Company shall, and shall cause its applicable Subsidiaries to, effect the actions and transactions described in the Pre-Closing Step Plan contemplated to be effected by the Company and its Subsidiaries in all material respects and take, or cause its applicable Subsidiaries to take, such further actions as the Company may reasonably deem necessary to effect the Company Pre-Closing Steps (collectively, the “Company Pre-Closing Steps”); provided that the Company and its applicable Subsidiaries shall not have any obligation under or pursuant to or as a result of this Section 6.19 to take any action which will result in a violation or breach of, or default under, applicable Law or Contract. Prior to effecting any of the Company Pre-Closing Steps, the Company shall provide the Purchaser with drafts of all agreements and other documentation and instruments in respect of the Company Pre-Closing Steps and provide the Purchaser with a reasonable opportunity to comment thereon. The Company shall be entitled to make such modifications to the Company Pre-Closing Steps as it may reasonably determine; provided that (i) the Purchaser’s prior written consent (not to be unreasonably withheld, conditioned or delayed) shall be required for any such modifications that would reasonably be expected to (A) be material or adverse to the Purchaser, (B) otherwise require any modification to the Purchaser Pre-Closing Steps or the Additional Closing Steps, or (C) increase the amount of Transfer Taxes to be borne by Purchaser (compared to the Transfer Taxes estimated based on the original Company Pre-Closing Steps), (ii) the Company shall reasonably consult with the Purchaser prior to any such modification and consider in good faith the comments of the Purchaser with respect thereto and (iii) the Parties shall otherwise cooperate with respect to the Company Pre-Closing Steps.
Pre-Closing Steps. On the day before the Closing Date, at the request and instruction of Xxxxxxx, Alpine shall cause the following transactions to occur:
(a) all indebtedness of any Subsidiary of Premier which is not resident for tax purposes in a member state of the European Union or in the United States shall be transferred to Premier or to a Subsidiary of Premier which is resident for tax purposes in either the United Kingdom or the United States; and
(b) all of the share capital of any Premier Subsidiary which is not resident for tax purposes in the United Kingdom or the United States shall be transferred to any United Kingdom Subsidiary of Premier, subject to such transfer being approved in advance by Xxxxxxx, the consideration for such transfer to be satisfied by the issue of ordinary shares of that United Kingdom Subsidiary; PROVIDED, HOWEVER, that Xxxxxxx shall indemnify Alpine from and against all Liabilities (as defined in Section 9.1), including any tax imposed on any indemnity payments made pursuant to this Section 1.10, relating to or arising out of the foregoing transactions or compliance with this Section 1.10. For the avoidance of doubt, Xxxxxxx'x indemnification obligation with respect to such Liabilities is total and complete from the first dollar.
Pre-Closing Steps. (1) As soon as practicable after the date hereof, but in any event prior to the Closing Date, the parties hereto shall have caused the following actions to have occurred (the “Pre-Closing Steps”):
(a) Neon shall incorporate under Part IA of the Québec Act a wholly-owned Subsidiary, namely Subco 1, whose authorized capital shall consist of an unlimited number of common shares having no par value, and Subco 1 shall incorporate under Part IA of the Québec Act a wholly-owned Subsidiary, namely Merger Sub, whose authorized capital shall consist of an unlimited number of common shares having no par value;
(b) Immediately before the moment that precedes the Amalgamation, Neon shall subscribe for 1,000 common shares of Subco 1 in consideration for US$2,400,000 in cash and pursuant to the written direction of Subco 1 the issuance by Neon to Merger Sub of 407,123 shares of Neon Common Stock; Subco 1 shall add to the issued and paid up capital account of its common shares an amount equal to the Canadian dollar equivalent (calculated at the Canadian Dollar Exchange Rate on the day prior to the Closing Day) of the sum of US$2,400,000 and the product obtained by multiplying the closing price per share of the Neon Common Stock (on the Nasdaq Stock Market on the last trading day before the Closing Date) by the 407,123 shares of Neon Common Stock issued by Neon to Merger Sub; and Neon shall file with the appropriate securities regulatory authorities all applicable notices and forms required to be filed in connection with such issuance of Neon Common Stock;
(c) Immediately prior to the Amalgamation, Subco 1 shall subscribe for 1,000 common shares of Merger Sub in consideration for US$2,400,000 in cash and the 407,123 shares of Neon Common Stock issued by Neon to Merger Sub upon the written direction of Subco 1; Merger Sub shall add to the issued and paid up capital account of its common shares an amount equal to the Canadian dollar equivalent (calculated at the Canadian Dollar Exchange Rate on the day prior to the Closing Day) of the sum of US$2,400,000 and the product obtained by multiplying the closing price per share of the Neon Common Stock (on the Nasdaq Stock Market on the last trading day before the Closing Date) and the 407,123 shares of Neon Common Stock received by Merger Sub; and Subco 1 shall file with the appropriate securities regulatory authorities all applicable notices and forms required to be filed in connection with such transfer of Neon Common Stock;
(d)...
Pre-Closing Steps. All the Pre-Closing Steps referred to in Section 2.1 hereof shall have been completed to the satisfaction of InnerAccess, the Merging Shareholders and the Principals and true copies of all documents evidencing such steps shall have been delivered to InnerAccess, the Merging Shareholders and the Principals.
Pre-Closing Steps. All the Pre-Closing Steps referred to in Section 2.1 hereof shall have been completed to the satisfaction of Merger Sub and true copies of all documents evidencing such steps shall have been delivered to Merger Sub.
Pre-Closing Steps. The Parties shall cause the following actions to occur, in each case in accordance with this Agreement:
