Prior to Closing definition

Prior to Closing. FDC shall cause a vote of its shareholders to be held to consider whether to approve any "parachute payments" within the meaning of Section 280G of the Code which are to be made at Closing in connection with the Merger. If the holders of greater than seventy-five percent (75%) of the voting power of all outstanding stock of FDC approve the right of the proposed recipients of "parachute payments" to receive such payments, then FDC shall so certify in writing to Acquiror no later than five (5) Business Days prior to Closing (such certification, the "Shareholder Vote Certification").

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

Prior to Closing the County shall not waive, release, amend or modify the Deed Restriction, without the Developer’s prior written consent, which may be withheld in Developer’s sole and absolute discretion.

Prior to Closing. Traffic Tech shall conduct its business in its usual and ordinary manner, and shall not enter into any transaction other than in the usual and ordinary course of such business except as provided. Without limiting the generality of the above, Traffic Tech shall not, except as otherwise consented to in writing by CalbaTech or as otherwise provided in this Agreement:

Examples of Prior to Closing in a sentence

• Prior to Closing and the delivery of possession of the Property to Buyer in accordance with this Contract, all risk of loss to the Property (whether by casualty, condemnation or otherwise) shall be borne by Seller.

• Prior to Closing, no amendment or waiver of any provision of this Agreement will be effective with respect to any party unless made in writing and signed by a duly authorized representative of such party.

• Prior to Closing, Buyer shall have the right to perform due diligence at the property, including without limitation commissioning an appraisal of the Property, a survey, and a property condition assessment.

• Prior to Closing Date, each of the parties shall submit this Agreement to its board of directors and when necessary, its respective shareholders and obtain approval of this Agreement.

• Prior to Closing, Seller shall not, and shall not permit any party on Seller's behalf to, directly or indirectly, encourage, solicit, initiate or participate in discussions or negotiations with, or provide any information or assistance to, any corporation, partnership, person or other entity or group (other than Buyer and Buyer's representatives) concerning any merger, sale of securities, sale of substantial assets or similar transactions involving Jet Aviation Trading, Inc.

• Prior to Closing, all risk of loss to the Property (whether by casualty, condemnation or otherwise) shall be borne by Seller.

• Prior to Closing, Seller shall have the right, but not the obligation, to enforce its rights against any and all Property occupants, guests or tenants.

• Prior to Closing, no provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and all of the Purchasers.

• Prior to Closing, ▇▇▇▇▇ shall have the right to perform due diligence at the property, including without limitation commissioning an appraisal of the Property, a survey, and a property condition assessment.

• Prior to Closing, any release to the public of information with respect to the sale contemplated herein or any matters set forth in this Agreement will be made only in the form approved by Purchaser and Seller and their respective counsel.

More Definitions of Prior to Closing

Prior to Closing no Party hereto shall issue, or cause to be made or issued, any announcement or written statement concerning this Agreement or the transactions contemplated hereby for dissemination to the general public without the prior consent of the other Party, except as required under applicable Governmental Regulation or the terms of any agreement, undertaking or listing requirement of any exchange (including, without limitation, the NASDAQ National Market). Each of Sellers and Purchaser shall maintain the confidentiality of information relating to the consideration paid under this Agreement and the Real Estate Purchase Agreement except to the extent disclosure is (i) necessary to prepare relevant tax returns or (ii) required under applicable Governmental Regulation or the terms of any agreement, undertaking or listing requirement of any exchange (including, without limitation, the NASDAQ National Market) on which a Party or its Related Person's securities are listed. After Closing, Sellers shall maintain the confidentiality of any such proprietary information relating to the Company and not, directly or indirectly, disclose or permit the disclosure of any such information except as may be required by applicable Governmental Regulation, or make use of or permit the use of such information, for their own benefit or the benefit of others. Effective as of the Closing Date, Sellers shall, to the extent possible, assign to Purchaser all of their rights under any confidentiality or nondisclosure agreements executed by third parties in connection with the proposed sale by Sellers of the Shares.