Termination Prior to the Effective Time Sample Clauses

Termination Prior to the Effective Time. This Agreement shall terminate and be of no force and effect if the Separation Agreement terminates prior to the Effective Time. In the event of any termination of this Agreement prior to the Effective Time, no party (or any of its directors or officers) shall have any Liability or further obligation to any other party with respect to this Agreement.
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Termination Prior to the Effective Time. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Effective Time (it being agreed that the party hereto terminating this Agreement pursuant to this Section 8.1 shall give prompt written notice of such termination to the other party or parties hereto and that any termination by Parent also shall be an effective termination by Merger Sub):
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Termination Prior to the Effective Time. You hereby agree to continue your employment with Advest through the Effective Time. In the event that prior to the Effective Time Executive is terminated by Advest other than for Cause or terminates employment for Good Reason, and the Effective Time occurs within six months following the date of termination, the provisions of this Agreement will apply as though the termination occurred immediately following the Effective Time.
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Termination Prior to the Effective Time. This Agreement may be terminated and the Merger contemplated hereby may be abandoned at any time (except as provided in Section 7.1(e) below), notwithstanding approval thereof by the stockholders, but prior to the Effective Time:
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Termination Prior to the Effective Time. (a) The Executive agrees that, notwithstanding anything to the contrary contained in this Agreement or the Original Agreement, in the event that, prior to or as of the Effective Time, the Executive's employment with Grey is terminated for any reason, this Agreement (other than this Section 26(a), Sections 9 (including Schedule 1), 10, 15, 17, 18, 19, 20, 21, 24, 25 and 28) shall thereupon terminate and the Executive shall forfeit, and not be entitled to receive, any further payments, rights and benefits under the Original Agreement or under any other plan or agreement of or with Grey or any of its subsidiaries, regardless of whether such payments, rights or benefits are otherwise vested other than: (i) continuation of health benefits in accordance with Section 23 of the Original Agreement; (ii) to the extent applicable, the payments and benefits provided in Section 26(b) and 26(c) if the Executive's death or Disability (determined in accordance with Section 7 of this Agreement) occurs after he is terminated by Grey without Cause or the Executive departed for Good Reason (as defined in the Original Agreement, other than by reason of a Change in Control of Grey); and (iii) payout in cash of his compensation deferred pursuant to the Deferred Compensation Agreement and the balance in his Sub-Account which he shall be entitled to receive in accordance with Section 4 of the Original Agreement immediately after the Effective Time unless at such time he assumes his role hereunder. However, (1) in the event that the Merger Agreement is terminated pursuant to Article VIII thereof, the foregoing forfeiture shall not apply, and the Executive shall be entitled to receive from Grey all such payments, rights and benefits in accordance with their terms, (2) in the event that the Executive was terminated by Grey without Cause or the Executive departed for Good Reason (as defined in the Original Agreement, other than by reason of a Change in Control of Grey) prior to or as of the Effective Time, the Executive will be provided an opportunity to assume his role hereunder and if the Executive assumes his role hereunder immediately after the Effective Time, this Agreement shall be deemed not to have been terminated and the Executive shall thereupon be entitled to receive the salary and benefits that the Executive would have been entitled to receive prior to the Effective Time under Sections 3 and 4 of the Original Agreement or under any other plan of or with Grey or any of its ...
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Termination Prior to the Effective Time. This Agreement may be terminated at any time prior to the Effective Time, whether before or after receipt of the Requisite Stockholder Approval (except as otherwise expressly noted):
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Termination Prior to the Effective Time. This Agreement may be terminated, and the Offer may be abandoned, at any time prior to the Effective Time, by action taken or authorized by the Board of Directors of the terminating Party or Parties, as follows:
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Termination Prior to the Effective Time 
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Related to Termination Prior to the Effective Time

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • The Effective Time Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Parent, Merger Sub and the Company will cause the Merger to be consummated pursuant to the DGCL by filing a certificate of merger in customary form and substance (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing and acceptance for record by the Secretary of State of the State of Delaware, or such later time as may be agreed in writing by Parent, Merger Sub and the Company and specified in the Certificate of Merger, being referred to herein as the “Effective Time”).

  • 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:

  • Conduct Prior to the Effective Time 5.1 Conduct of Business by Company, Indirect Parent, Second Intermediary -------------------------------------------------------------------- Parent, First Intermediary Parent and Parent. During the period from the date -------------------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall cause the Company to and the Company shall, except to the extent that Purchaser shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed), carry on its business, in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, except as permitted by the terms of this Agreement, and the transactions contemplated hereby, without the prior written consent of Purchaser, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, neither Indirect Parent, Second Intermediary Parent, First Intermediary Parent nor Parent shall permit the Company to, and Company shall not do any of the following:

  • Conduct of Businesses Prior to the Effective Time During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in the CenterState Disclosure Schedule or the South State Disclosure Schedule), required by law or as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), each of South State and CenterState shall, and shall cause each of its Subsidiaries to, (a) conduct its business in the ordinary course consistent with past practice in all material respects, (b) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships, and (c) take no action that would reasonably be expected to adversely affect or delay the ability of either South State or CenterState to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis.

  • Conduct of Business Prior to the Effective Time Except as otherwise expressly contemplated or permitted by this Agreement or with the prior written consent of TD Banknorth, during the period from the date of this Agreement to the Effective Time, Hxxxxx United shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the usual, regular and ordinary course consistent with past practice, (ii) use reasonable best efforts to maintain and preserve intact its business organization, and its rights, authorizations, franchises and other authorizations issued by Governmental Entities, preserve its advantageous business relationships with customers, vendors and others doing business with it and retain the services of its officers and key employees and (iii) take no action which would reasonably be expected to adversely affect the receipt of any approvals of any Governmental Entity required to consummate the transactions contemplated hereby or to consummate the transactions contemplated hereby or delay the receipt of such approvals subsequent to the date set forth in Section 9.1(c).

  • Prior to the Agreement Effective Date Prior to the Agreement Effective Date, the Trust will furnish to Ultimus the following:

  • 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.

  • 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.

  • Transactions to be Effected at the Closing (a) At the Closing, Buyer shall:

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