Pre-Closing Steps Clause Samples
Pre-Closing Steps. (a) 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.
(b) Prior to or concurrently with the Closing, the Purchaser 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 Purchaser and its Subsidiaries in all material respects and take, or cause its applicable Subsidiaries to take, such further actions as the Purchaser may reasonably deem necessary to effect the Purchaser Pre-Closing Steps (collectively, the “Purchaser Pre-Closing Steps”); provided that the Purchaser and its applicable Subsidiaries shall not h...
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. 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.▇.▇., a company organized under the Laws of Luxembourg, having its registered office at ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 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. 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 Certificate of Amalgamation and the Amalgamation Agreement, shall have been delivered to Canadian Buyer.
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) Sibson Canada and 1053861 Ontario Limited ("SC HOLDCO") shall each be continued under the Companies Act (Nova Scotia) ("NS ACT") as a limited liability company;
(b) on any business on or prior to closing and the parties hereby understand and agree that the Representations and Warranties are based on that assumption;
(c) Immediately following the continuance and incorporation described above, an order of the Supreme Court of Nova Scotia shall have been applied for and obtained under Section 134 of the NS Act (the "AMALGAMATION ORDER"), approving the amalgamation of Sibson Canada, SC Holdco and SC Unlimco to form an unlimited liability company under the name "SIBSON CANADA CO"; and
Pre-Closing Steps. The parties shall use reasonable best efforts to execute and deliver, or cause to be executed and delivered, all such documents and instruments and to take, or cause to be taken, all further actions as are reasonably necessary or desirable to effect, the actions set forth on Section 5.6 of the Parent Disclosure Schedules prior to the Closing Date. The definitive documentation with respect to such actions shall be in form and substance reasonably acceptable to Purchaser.
Pre-Closing Steps. All proposed transaction steps outlined in Schedule 2.6(c) have been completed at the sole expense of Wolverine to the satisfaction of the Purchaser, acting reasonably and all conveyance documents in connection therewith have been provided to the Purchaser.
Pre-Closing Steps. On the day before the Closing Date, at the request and instruction of ▇▇▇▇▇▇▇, 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 ▇▇▇▇▇▇▇, the consideration for such transfer to be satisfied by the issue of ordinary shares of that United Kingdom Subsidiary; PROVIDED, HOWEVER, that ▇▇▇▇▇▇▇ 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, ▇▇▇▇▇▇▇'▇ indemnification obligation with respect to such Liabilities is total and complete from the first dollar.
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. (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)...