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").
Sample 1
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:
Sample 1
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.
Sample 1

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, Xxxxx 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 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.
Sample 1

Related to Prior to Closing

  • Sellers has the meaning set forth in the preamble.

  • Buyer has the meaning set forth in the preamble.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • Selling Parties shall have the meaning specified in the preamble.

  • Seller has the meaning set forth in the Preamble.

  • Procuring Entity/Purchaser means a Entity having administrative and financial powers to undertake Procurement of Goods, Works or Services using public funds, as specified in the PCC;

  • Buyer Parties has the meaning set forth in the Preamble.

  • Seller Parent has the meaning set forth in the Preamble.

  • Seller Entities means the Seller and its affiliates other than the Buyer Entities;

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Purchaser’s Representatives shall have the meaning ascribed to it in Section 6(a) herein.

  • Seller’s Representatives means Seller’s accountants, employees, counsel, environmental consultants, financial advisors, and other representatives.

  • Buyer’s Representatives means Buyer, any direct or indirect owner of any beneficial interest in Buyer, and any officers, directors, employees, agents, representatives and attorneys of Buyer or any such direct or indirect owner of any beneficial interest in Buyer.

  • Sellers’ Representative has the meaning set forth in the Preamble.

  • Time of Closing means 10:00 a.m. (Vancouver time) on the Closing Date, or such other time as the parties may mutually determine;

  • Buyer Entities means, collectively, Buyer and all Buyer Subsidiaries.

  • First Closing has the meaning set forth in Section 2.1(a).

  • Seller Affiliates has the meaning assigned to such term in Section 2.7.1;

  • Purchaser Parent has the meaning set forth in the Preamble.

  • Buyers has the meaning set forth in the preamble.

  • Seller Ancillary Documents means any certificate, agreement, document or other instrument, other than this Agreement, to be executed and delivered by the Seller or any Affiliate of the Seller in connection with the transactions contemplated hereby, including, but not limited to the Transaction Documents.

  • The Purchaser means the organization purchasing the Goods, as named in SCC.

  • Acquirer means a business organization, financial institution, or an agent of a business organization or financial institution that has authority from an organization that operates or licenses a credit card system to authorize merchants to accept, transmit, or process payment by credit card through the credit card system for money, goods or services, or anything else of value.

  • Acquiror has the meaning set forth in the Preamble.

  • Purchaser Parties means, collectively, the Purchasers and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing.

  • Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.