Common use of Pre-Closing Clause in Contracts

Pre-Closing. At or prior to the Pre-Closing, the parties shall take all actions necessary to prepare to (a) effect the Merger (including, if permitted by applicable state law, the advance filing with the appropriate state authorities of the Certificate and Articles of Merger and/or Plan of Merger, as applicable (collectively, the "Merger Documents"), which shall become effective at the Effective Time) and (b) deliver the Clarant Common Stock and Company Stock, as the case may be, referred to in Article 3 hereof; provided, that such actions shall not include the actual completion of the Merger for purposes of this Agreement or the delivery of such stock and transmission of funds by wire referred to in Article 3 hereof, each of which actions shall only be taken upon the Closing Date as herein provided. In the event that there is no Closing Date and this Agreement terminates, Clarant hereby covenants and agrees to do all things required by the State Corporation Law and all things which counsel for the Company advise Clarant are required by the State Corporation Law in order to rescind actions effected by the advance filing of the Merger Documents as described in this Section. The taking of the actions described in clauses (a) and (b) above (the "Pre-Closing") shall take place the day following the date that the Registration Statement is declared effective by the Securities and Exchange Commission (the "Pre-Closing Date") at the offices of Xxxxxx, Xxxxxx & Xxxxxxxxx, 0000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000.

Pre-Closing. At or prior to the Pre-ClosingPricing, the parties shall take all actions necessary to prepare to (ai) effect the Merger (including, if permitted by applicable state law, including the advance filing with the appropriate state authorities of the Certificate and Articles of Merger and/or Plan of Merger, as applicable (collectively, the "Merger Documents"), which shall become effective at the Effective TimeTime of the Merger) and (bii) deliver effect the Clarant Common Stock conversion and Company Stock, as the case may be, delivery of shares referred to in Article Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger for purposes of this Agreement or the conversion and delivery of such stock the shares and transmission of funds by wire referred to in Article Section 3 hereof, each of which actions shall only be taken upon the Closing Date as herein provided. In the event that there is no Closing Date and or this Agreement terminatesterminates for any reason, Clarant HOLDING hereby covenants and agrees to do all things required by the State Corporation Law Delaware law and all things which counsel for the Company COMPANY advise Clarant HOLDING are required by applicable laws of the State Corporation Law of Florida in order to withdraw the Certificate of Merger and rescind any merger or other actions effected by the advance filing of the Articles of Merger Documents as described in this Section. The taking of the actions described in clauses (ai) and (bii) above (the "Pre-Closing") shall take place on the day following the Pre-Closing date that the Registration Statement is declared effective by the Securities and Exchange Commission (the "Pre-Closing Date") at the offices of Xxxxxx, Xxxxxx Xxxxx & XxxxxxxxxXxxxxxx LLP, 0000 X 000 Xxxx Xxxxxx, X.X.Xxx Xxxx, XxxxxxxxxxXxx Xxxx 00000. On the Closing Date (x) the Articles of Merger shall be or shall have been filed with the appropriate state authorities so that they shall be or, X.X. 00000.as of

Pre-Closing. At or prior to the Pre-Closing, the parties shall take all actions necessary to prepare to (a) effect the Merger (including, if permitted by applicable state law, the advance filing with the appropriate state authorities of the Certificate and Articles of Merger and/or Plan of Merger, as applicable (collectively, the "Merger Documents"), which shall become effective at the Effective Time) and (b) deliver the Clarant Common Stock and Company StockUnits, as the case may be, referred to in Article 3 hereof; provided, that such actions shall not include the actual completion of the Merger for purposes of this Agreement or the delivery of such stock interests and the transmission of funds by wire referred to in Article 3 hereof, each of which actions shall only be taken upon the Closing Date as herein provided. In the event that there is no Closing Date and this Agreement terminates, Clarant hereby covenants and agrees to do all things required by the State Corporation LLC Law and all things which counsel for the Company advise Clarant are required by the State Corporation LLC Law in order to rescind actions effected by the advance filing of the Merger Documents as described in this Section. The taking of the actions described in clauses (a) and (b) above (the "Pre-Closing") shall take place the day following the date that the Registration Statement is shall be declared effective by the Securities and Exchange Commission (the "Pre-Closing Date") at the offices of Xxxxxx, Xxxxxx & Xxxxxxxxx, 0000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000.

Pre-Closing. At or prior to the Pre-Closing, the parties shall take all actions necessary to prepare to (a) effect the Merger (including, if permitted by applicable state law, the advance filing with the appropriate state authorities of the Certificate and Articles of Merger and/or Plan of Merger, as applicable (collectively, the "Merger Documents"), which shall become effective at the Effective Time) and (b) deliver the Clarant Common Stock and Company Stock, as the case may be, referred to in Article 3 hereof; provided, that such actions shall not include the actual completion of the Merger for purposes of this Agreement or the delivery of such stock and transmission of funds by wire referred to in Article 3 hereof, each of which actions shall only be taken upon the Closing Date as herein provided. In the event that there is no Closing Date and this Agreement terminates, Clarant hereby covenants and agrees to do all things required by the State Corporation Law and all things which counsel for the Company advise Clarant are required by the State Corporation Law in order to rescind actions effected by the advance filing of the Merger Documents as described in this Section. The taking of the actions described in clauses (a) and (b) above (the "Pre-Closing") shall take place the day following the date that the Registration Statement is shall be declared effective by the Securities and Exchange Commission (the "Pre-Closing Date") at the offices of Xxxxxx, Xxxxxx & Xxxxxxxxx, 0000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000.