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"):
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.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. (a) Within 3 (three) Business Days of the later of the date on which: (i) Lipalton transfers an amount equal to the Aggregate Lipalton Subscription Amount in the Escrow Account No. 1; (ii) KRPL transfers an amount equal to the KRPL Series II-B Subscription Amount in the Escrow Account No. 1; and (iii) the Company transfers an amount equal to the RRPL NCDs Interest Payout and KRPL Closing Date ICD in the Escrow Account No. 2, all in accordance with Clause 6.3(a) (“Pre-Closing Steps Completion Period”), the Company shall and KRPL shall ensure that the Company shall undertake the following actions or require the following actions to be undertaken (“Pre-Closing Steps”) in accordance with Applicable Law, unless any of the steps set out below have been waived in writing by Xxxxxxxx:
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. On the day before the Closing Date, at the request and instruction of Xxxxxxx, Alpine shall cause the following transactions to occur:
Pre-Closing Steps. If the Investor has made a Ring-Fencing Election in compliance with Section 5.7, each of the Pre-Closing Steps shall have been completed (subject to Section 5.8(a)) substantially in the manner set forth on Exhibit A.
Pre-Closing Steps. From and after the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with its terms, the Company shall, and shall cause its applicable Subsidiaries to, undertake the intercompany restructuring transactions and other actions set forth on Section 7.19 of the Company Disclosure Letter, in the time periods and in accordance with the terms set forth on such Section of the Company Disclosure Letter.
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, Xxx Xxxxxx xxxxx xxxxxxx xxx xxxxx xxxxx 00 / 00
Pre-Closing Steps. The Parties shall cause the following actions to occur, in each case in accordance with this Agreement:
