Prior to the Distribution Date Sample Clauses

Prior to the Distribution Date. 1. Monsanto and Chemicals shall prepare the Proxy Statement and the Registration Statement. Chemicals shall file the Registration Statement with the SEC. Monsanto shall file the Proxy Statement with the SEC and shall mail the Proxy Statement to the holders of Monsanto Common Stock as of the Special Meeting Record Date. Monsanto and Chemicals shall use reasonable efforts to cause the Registration Statement to become effective under the Exchange Act as promptly as reasonably practicable.
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Prior to the Distribution Date. (a) Xxxxxx and Ventiv shall prepare the Information Statement and the Registration Statement. Ventiv shall file the Registration Statement with the SEC. Xxxxxx and Ventiv shall use reasonable efforts to cause the Registration Statement to become effective under the Exchange Act as promptly as reasonably practicable. Xxxxxx and Ventiv shall prepare the Information Statement; and after the Registration Statement becomes effective, Xxxxxx shall cause the Information Statement to be mailed to the holders of Xxxxxx Common Stock as of the Record Date.
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Prior to the Distribution Date. (a) Seafield and SLH shall prepare the Information Statement and the Registration Statement. SLH shall file the Registration Statement with the SEC. Seafield and SLH shall use reasonable efforts to cause the Registration Statement to become effective under the Exchange Act as promptly as reasonably practicable. Seafield and SLH shall prepare the Information Statement; and after the Registration Statement becomes effective, Seafield shall mail the Information Statement to the holders of Seafield Common Stock as of the Record Date.
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Prior to the Distribution Date. (a) TSC and eLoyalty shall prepare a registration statement on Form 10, including such amendments or supplements thereto as may be necessary (together, the "Registration Statement") to effect the registration of the eLoyalty Common Stock under the Exchange Act, which Registration Statement shall include an information statement to be sent by TSC to its stockholders in connection with the Distribution (the "Information Statement"). eLoyalty shall file the Registration Statement with the SEC and shall use commercially reasonable efforts to cause the Registration Statement to become and remain effective under the Exchange Act as soon as reasonably practicable. After the Registration Statement becomes effective, TSC shall mail the Information Statement to the holders of TSC Common Stock as of the Record Date.
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Prior to the Distribution Date. GroceryCo shall establish a plan or plans for non-employee directors, so that upon the Distribution, GroceryCo shall have in effect a plan for non-employee directors containing substantially the same terms as each original Kraft Foods Inc. stock compensation plan under which any Kraft Foods Inc. stock unit award that is converted into a GroceryCo stock unit award was granted. From and after the Distribution Date, each GroceryCo stock unit award shall be subject to the terms of the applicable GroceryCo plan for non-employee directors and the award agreement governing such GroceryCo award. From and after the Distribution Date, GroceryCo shall retain, pay, perform, fulfill and discharge all Liabilities arising out of or relating to the GroceryCo stock units awards for non-employee directors.
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Prior to the Distribution Date. Vencor ------------------- and Healthcare Company shall prepare and file with the NYSE a listing application and related documents and shall take all such other actions with respect thereto as shall be necessary or desirable in order to cause the NYSE to list on or prior to the Distribution Date, subject to official notice of issuance, the Healthcare Company Common Stock.
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Prior to the Distribution Date. (a) VIGC and VYGP shall prepare a registration statement on Form 10 SB, including such amendments or supplements thereto as may be necessary (together, the "Registration Statement") to effect the registration of the VYGP Common Stock an Preferred Stock under the Exchange Act, which Registration Statement shall include an information statement to be sent by VIGC to its stockholders in connection with the Distribution (the "Information Statement"). VYGP shall file the Registration Statement with the SEC and shall use commercially reasonable efforts to cause the Registration Statement to become and remain effective under the Exchange Act as soon as reasonably practicable. After the Registration Statement becomes effective, VIGC shall mail the Information Statement to the holders of VIGC Common Stock as of the Record Date.
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Prior to the Distribution Date the Company may amend any of the provisions of the Plan without the approval of the holders of the Rights or Company Common Stock at any time. After such date, subject to the terms of the Plan, the Company may amend the Plan to cure any ambiguity, defect or inconsistency, to shorten or lengthen any time period, or to make changes which do not adversely affect the interests of holders of Rights (excluding the interests of any Acquiring Person).
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Related to Prior to the Distribution Date

  • Cooperation Prior to the Distribution (a) LTC and Healthcare shall cooperate in preparing, filing with the Commission and causing to become effective any registration statements or amendments thereof which are appropriate to reflect the establishment of, or amendments to, any employee benefit plans and other plans contemplated by the Administrative Services Agreement.

  • Actions Prior to the Distribution Prior to the Effective Time and subject to the terms and conditions set forth herein, the Parties shall take, or cause to be taken, the following actions in connection with the Distribution:

  • Prior to the Closing the Buyer shall provide to Seller a list of those employees of the Company whose employment Buyer intends to terminate after the Closing (the "Identified Employees") and Seller shall cause the Company prior to the Closing to show on its Financial Statements and the Preliminary Closing Balance Sheet, a liability equal to the amount that the Identified Employees would be eligible to receive under Company's severance pay plan and any pay-in-lieu-of-vacation arrangement offered by the Company and all employment taxes thereon computed as if the Company had terminated such employees' employment at Closing. As to such Identified Employees, Seller shall have the sole option to determine if the Identified Employees shall continue to be employed by Seller or its Affiliates or be transferred to other divisions or facilities of the Seller or its Affiliates. Buyer shall use its commercially reasonable best efforts to retain as many of the Company employees as is feasible. Buyer shall treat all service completed by an employee with the Company or any Affiliate thereof, and any predecessor thereto, the same as service completed with Buyer for all purposes, including waiting periods relating to preexisting conditions under medical plans, vacations, severance pay, eligibility to participate in, vesting or payment of benefits under, and eligibility for early retirement or any subsidized benefit provided for under, any employee benefit plan (including, but not limited to, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained by Buyer on or after the Closing Date, except for purposes of computing benefits under the actual benefit formula in a defined benefit plan (as defined in Section 3(35) of ERISA). Prior to the Closing, Seller shall furnish Buyer with a list of the length of service with the Company or its Affiliates, or any predecessor thereof, for each of the Employees. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan (including, without limitation, any "employee welfare benefit plan" as defined in Section 3(1) of ERISA), expenses and claims previously recognized for similar purposes under the applicable welfare benefit plan of the Company or any Affiliate shall be credited or recognized under the comparable plan maintained after the Closing Date by Buyer. Notwithstanding anything to the contrary set forth in this Agreement, the Buyer shall not be required to permit the employees of the Company to participate in the Buyer's 401(k) plan prior to the first day of the first calendar quarter commencing after the Closing Date.

  • Puts Prior to the Settlement Date During the period from the Bank Closing Date to and including the Business Day immediately preceding the Settlement Date, the Assuming Bank shall be entitled to require the Receiver to purchase any Asset which the Assuming Bank can establish is evidenced by forged or stolen instruments as of the Bank Closing Date; provided, that, the Assuming Bank shall not have the right to require the Receiver to purchase any such Asset with respect to which the Assuming Bank has taken any action referred to in Section 3.4(a)(ii) with respect to such Asset. The Assuming Bank shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Bank with respect to any such Asset, as provided in Section 12.4.

  • Permitted Withdrawals and Transfers from the Distribution Account (a) The Trustee will, from time to time on demand of the Master Servicer or the Securities Administrator, make or cause to be made such withdrawals or transfers from the Distribution Account as the Master Servicer has designated for such transfer or withdrawal pursuant to this Agreement and the Servicing Agreements or as the Securities Administrator has instructed hereunder for the following purposes (limited in the case of amounts due the Master Servicer to those not withdrawn from the Master Servicer Collection Account in accordance with the terms of this Agreement):

  • ACTION PRIOR TO THE CLOSING DATE The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:

  • The Distribution (a) Subject to Section 3.3, on or prior to the Effective Time, SpinCo will deliver to the Distribution Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding SpinCo Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Shares to instruct the Distribution Agent to distribute at the Effective Time the appropriate number of SpinCo Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. SpinCo will not issue paper stock certificates in respect of the SpinCo Shares. The Distribution shall be effective at the Effective Time.

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

  • Conditions to the Distribution (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions:

  • IMMEDIATELY AVAILABLE FUNDS Unless otherwise expressly provided for in this Agreement, all amounts payable by Borrower to Lender shall be payable only in United States currency, immediately available funds.

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