ACTIONS PRIOR TO THE CLOSING. The respective parties hereto covenant and agree to take the following actions:
ACTIONS PRIOR TO THE CLOSING. Section 4.01 Schedule 13E-3. As promptly as reasonably practicable following the date of this Agreement, Buyer and CZ shall prepare and cause to be filed with the Securities and Exchange Commission (the “SEC”), and Seller shall cooperate with Buyer and CZ in the preparation of, a Rule 13e-3 transaction statement on Schedule 13E-3 relating to the transactions contemplated by this Agreement (the “Schedule 13E-3”). Without limiting the generality of the foregoing, Seller will promptly furnish to Buyer and CZ the information relating to it that is required by the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) to be set forth in the Schedule 13E-3 or that is otherwise reasonably requested by Buyer or CZ. Buyer and CZ agree that on the date of mailing to the stockholders of the Company, the Schedule 13E-3 will comply in all material respects with the applicable provisions of the Exchange Act. Buyer and CZ will use their respective reasonable best efforts to have the Schedule 13E-3 cleared by the SEC as promptly as reasonably practicable following its filing with the SEC. Buyer and CZ will cause the Schedule 13E-3 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Schedule 13E-3 is cleared by the SEC.
ACTIONS PRIOR TO THE CLOSING. The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing, and thereafter to the extent provided:
ACTIONS PRIOR TO THE CLOSING. Seller shall pay when due all Taxes owing on account of the Assets the operations of Seller that relate to the period prior to the Closing, other than such amounts, if any, that constitute Assumed Liabilities and except as provided in SECTION 4. Seller shall be responsible for payment, when due, of all Taxes assessed based upon, or otherwise relating to, the Assets or the operations of Seller prior to the Closing Date and for all period(s) ending on or before the Closing Date, whether or not due on the Closing Date, other than such amounts, if any, that constitute Assumed Liabilities and except as provided in SECTION 4.
ACTIONS PRIOR TO THE CLOSING. Sellers and Buyer (hereinafter referred to as the "Parties") agree that the following events to the extent that they have not occurred prior to the date hereof shall take place before Closing and shall be considered as conditions to Buyer's obligation to close. In the event that the said conditions have not occurred by the Closing (as hereinafter defined) the obligations of the Parties under this Agreement shall be automatically terminated.
ACTIONS PRIOR TO THE CLOSING. 4.1 Activities Until Closing Date . . . . . . . . . . . . . . . . . . .14 4.2 The Seller's Efforts to Fulfill Conditions . . . . . . . . . . . .16 4.3 The Buyer's Efforts to Fulfill Conditions . . . . . . . . . . . . .16 4.4
ACTIONS PRIOR TO THE CLOSING. 23 4.1. Activities Until Closing Date........................................................23 4.2. Financing............................................................................25 4.3. HSR Act Filings......................................................................25 4.4. No Interference with Employee Relationships..........................................26 4.5. Selling Stockholders' Efforts to Fulfill Conditions..................................26 4.6. Buyer's Efforts to Fulfill Conditions................................................26
ACTIONS PRIOR TO THE CLOSING. LLL, SoftNet, Merger Sub and Sellers covenant as follows for the period from the date hereof through the Effective Time:
ACTIONS PRIOR TO THE CLOSING. From and after the Effective Date until the Closing or the earlier termination of this Agreement in accordance with its terms and except as permitted or contemplated by this Agreement, Mobile will:
ACTIONS PRIOR TO THE CLOSING. All actions to be taken by the Company in respect of this Agreement and the Other Related Agreements shall be taken solely with (a) the written consent of the stockholders and directors of the Company existing on the date hereof or otherwise so designated hereafter with the consent of the Fleet Entities, and (b) the Consent of the Fleet Entities. In addition, no party other than the stockholder of the Company existing on the date hereof shall have any equity interest whatsoever in the Company prior to the Closing.
