ACTIONS PRIOR TO THE CLOSING DATE Sample Clauses
ACTIONS 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:
ACTIONS PRIOR TO THE CLOSING DATE. Buyer and Seller covenant and agree to take the following actions between the date hereof and the Closing Date:
ACTIONS PRIOR TO THE CLOSING DATE. From the date hereof through the Closing Date, the Company will not, (a) issue or agree to issue any capital stock or any securities exercisable for, or convertible or exchangeable into, capital stock or (b) purchase, redeem or otherwise acquire any of its capital stock; provided, however, that this Section 9.11 shall not limit, or be applicable to, (i) the transactions contemplated by the Stock Purchase Agreements, including any issuance of capital stock in connection with the transactions contemplated by Sections 9.1 and 9.10 hereof, (ii) grants of options or issuances of Common Stock to officers, directors or employees of the Company pursuant to the current terms of the Company's 1995 Stock Incentive Plan and (iii) the conversion of the Series 1 Preferred or the exercise of existing warrants.
ACTIONS PRIOR TO THE CLOSING DATE. The parties covenant and agree to take the following actions between the date of this Agreement and the Closing Date:
ACTIONS PRIOR TO THE CLOSING DATE. 6. 1Access to Information.
(a) Between the date hereof and the earlier of the Closing or the termination of this Agreement pursuant to ARTICLE 12 (the “Interim Period”), Company shall, and shall cause the other Group Companies to, afford to Buyer and its Representatives reasonable access, during normal business hours, upon reasonable advance notice to an authorized officer of Company, to the employees, facilities, properties, books and records of the Group Companies to the extent reasonably necessary for the Closing or for integration planning or similar purposes (including as it relates to accounting, audit, insurance, information technology systems and other matters); provided, however, that the foregoing shall not require the Group Companies: (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of Seller would result in the disclosure of any trade secrets or violate any obligations with respect to confidentiality existing as of the date hereof, (ii) to disclose information or materials protected by attorney-client, attorney work product or other legally recognized privileges or immunity from disclosure, (iii) to permit any environmental sampling, testing or other intrusive investigations of any property, (iv) to disclose information that could reasonably be expected to cause competitive harm to the Group Companies if the Transactions are not consummated, (v) to take any action that could reasonably be expected to cause material disruption to the business of the Group Companies, or (iv) to disclose information regarding pending or proposed bids for new Contracts or business (or any related information) where Buyer or an Affiliate of Buyer has submitted, submits or is reasonably expected to submit a bid for such Contract or business. Company shall, and shall cause the other Group Companies to, use its reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which any of the restrictions described in the proviso of the preceding sentence apply.
(b) During the Interim Period, Buyer agrees that its investigation shall be conducted in such a manner as to reasonably minimize the disruption to, and not materially interfere with, the operations of the Group Companies, and that, except for ordinary course dealings with its customers and suppliers, Buyer shall not speak to or otherwise communicate with, in each case specifically regarding the Transactions, any of the employees, c...
ACTIONS 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 set forth hereinbelow. All references to the Company, unless the context requires otherwise, shall include the Company and each of its Subsidiaries.
ACTIONS PRIOR TO THE CLOSING DATE. Between the date hereof and until the Closing Date, DEJ hereby agrees not to, and Blockbuster hereby agrees it will not cause DEJ to, engage in any transaction outside the ordinary course of business.
ACTIONS PRIOR TO THE CLOSING DATE. Section 7.01.
ACTIONS PRIOR TO THE CLOSING DATE. Each of the Trust, Starwood Mezzanine and SOFI IV, as applicable, covenants and agrees to take the following actions between the date hereof and the Closing Date:
ACTIONS PRIOR TO THE CLOSING DATE. Section 7.1 Operations Prior to the Closing Date 49 Section 7.2 Access to Information; Financial Information. 51