Events Occurring Prior to the Closing Sample Clauses

Events Occurring Prior to the Closing. (1) Prior to the Merger becoming effective under Delaware law, Duska shall raise a minimum of $2,650,000 in gross offering proceeds from the sale of Units in one or more private placements (collectively, the “Financing”) under Regulation D, Rule 506, as promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). Each “Unit” shall consist of one share of Duska Common Stock and one or more common stock purchase warrants. The price of the Units, and the terms of the warrants included in the Units shall be established by Duska in its sole discretion. All of the shares of Duska Common Stock issued as part of the foregoing Units pursuant to this Section 2(b) shall be included in the shares of Duska that are outstanding at the time of the Merger and will be converted/exchanged in the Merger accordance with Section 2(c)(1) below, and all warrants issued as part of these Units will be exchanged for warrants to purchase Shiprock Common Stock in accordance with Section 2(d)(1) below.
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Events Occurring Prior to the Closing. (1) Prior to the Effective Date of the Merger, the Board of Directors and the shareholders of VIGS shall duly authorize and approve an eighty-for-one (80:1) reverse stock split (the “Reverse Split”) of VIGS Common Stock. In connection with the Reverse Split, the total number of issued and outstanding shares of VIGS Common Stock held by each stockholder will be converted automatically into the number of whole shares of VIGS Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by such stockholder immediately prior to the Reverse Split, divided by (ii) 80. The VIGS Preferred Stock shall remain unaffected by the Reverse Split. No fractional shares will be issued, and no cash or other consideration will be paid. Instead of issuing fractional shares, VIGS will issue one full share of the post-Reverse Split VIGS Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Split;
Sample 1
Events Occurring Prior to the Closing. (1) Prior to the Effective Merger Date, the Board of Directors and the stockholders of BLAST shall duly authorize, effect and consummate the filing of the Amendment of the Articles, whereby (i) all of the then outstanding shares of BLAST Series A and Series B Preferred Stock shall be converted into shares of BLAST Common Stock on a one-to-one basis, and immediately thereafter (ii) all of BLAST’s then outstanding shares of BLAST Common Stock (including BLAST Common Stock from the newly converted BLAST Preferred Stock) shall be reverse split as described below. As a result of the Amendment of the Articles, the total number of issued and outstanding shares of BLAST Common Stock outstanding immediately after the Amendment of the Articles but immediately prior to the Effective Merger Date, shall not exceed 2,400,000 shares on a fully-diluted, as converted basis (including shares of BLAST Common Stock issuable upon exercise or conversion of all outstanding warrants, options and shares reserved for future issuance (including the Class Action Shares) and other convertible securities, but not including any unissued amounts reserved under any stock option pool) (2,400,000 shall hereinafter be referred to as the “BLAST Conversion Amount”), and BLAST shall not have any outstanding shares of preferred stock immediately prior to the Effective Merger Date. In connection with the Amendment to the Articles, each outstanding share of BLAST Common Stock will be converted automatically into that number of whole shares of BLAST Common Stock under the Restated Articles of Incorporation equal to such number of shares of BLAST Common Stock multiplied by a fraction (the “Blast Conversion Ratio”) equal to (a) the BLAST Conversion Amount divided by (b) the total number of shares of Common Stock, Preferred Stock, options and warrants issued or issuable by BLAST immediately prior to the conversion (the “Conversion”), as further described in the Restated Articles of Incorporation. Each outstanding option, warrant and right to receive shares of BLAST prior to the Conversion shall by its terms automatically evidence an option, warrant or right to receive shares of BLAST as adjusted for the Blast Conversion Ratio (including the total number of shares issuable in connection therewith and the exercise or conversion price of such security, as applicable), as further described in the Restated Articles of Incorporation. For clarification, all outstanding shares of BLAST Preferred Stock shall b...
Sample 1
Events Occurring Prior to the Closing. (1) Prior to the Merger becoming effective under Nevada law, SMI shall raise a minimum of $850,000 in gross offering proceeds from the sale of SMI Common Stock and Units in two or more private placements (collectively, the “Financing”) under Regulation D, Rule 506, as promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). There is no maximum amount that SMI may raise in the Financing, and the amount of proceeds raised in the Financing from the sale of Units may exceed $1,750,000. Each “Unit” shall consist of one share of SMI Common Stock and one or more common stock purchase warrants (the common stock purchase warrants to be issued as part of the Units are herein referred to as the “Unit Warrants”). The anticipated price of the Units will be $1 per Unit, although the price of the SMI Common Stock and the Units, and the terms of the Unit Warrants shall be established by SMI in its sole discretion and the price of the Units may be lower than $1 per Unit. All of the shares of SMI Common Stock issued as part of the foregoing Units pursuant to this Section 2(b) shall be included in the shares of SMI that are outstanding at the time of the Merger and will be converted/exchanged in the Merger accordance with Section 2(c)(1) below, and all Unit Warrants will be exchanged for warrants to purchase Patco Common Stock in accordance with Section 2(d)(1) below.
Sample 1
Events Occurring Prior to the Closing. (1) On March 5, 2015, Aurios’ board of directors unanimously approved, and recommends that its stockholders approve, the Amended and Restated Articles of Incorporation of Aurios in the form attached hereto as Exhibit B (the “Aurios Amended Articles”) to the Company’s Articles of Incorporation, as previously amended, to implement, if and when the Aurios board of directors (the “Board”) deems appropriate, a reverse stock split of the capital stock of Aurios at a ratio of between 1-for-1,000 and 1-for-2, to be effective at the time that the Aurios Amended Articles are filed with the Secretary of State of the State of Nevada (the “Reverse Stock Split”) upon the re-domicile and reincorporation of Aurios. The Board, at its discretion, may effectuate the Reverse Stock Split for a period beginning on the date the Reverse Stock Split is approved by its stockholders and expiring on the earlier of the date of Aurios’ 2016 Annual Meeting of Stockholders or April 6, 2016. This proposal may be abandoned by the Board, without further action by the stockholders, at any time before or after the Annual Meeting and prior to the date and time at which the Reverse Stock Split becomes effective (or filed with the Secretary of State) (the “Effective Date”) if for any reason the Board deems it advisable to abandon the proposal. No fractional shares will be issued, and any Aurios stockholder holding less than one whole share of Aurios Common Stock after the Reverse Stock Split shall be paid either in cash, rounding up to the nearest whole cent, who otherwise would have received a fractional share as a result of the Reverse Stock Split, or in shares rounded to the nearest whole share, at the discretion of the Board;
Sample 1

Related to Events Occurring Prior to the Closing

  • 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.

  • Prior to the Closing the Buyer shall provide to Seller a list of those employees of the Company whose employment Buyer intends to terminate after the Closing (the "Identified Employees") and Seller shall cause the Company prior to the Closing to show on its Financial Statements and the Preliminary Closing Balance Sheet, a liability equal to the amount that the Identified Employees would be eligible to receive under Company's severance pay plan and any pay-in-lieu-of-vacation arrangement offered by the Company and all employment taxes thereon computed as if the Company had terminated such employees' employment at Closing. As to such Identified Employees, Seller shall have the sole option to determine if the Identified Employees shall continue to be employed by Seller or its Affiliates or be transferred to other divisions or facilities of the Seller or its Affiliates. Buyer shall use its commercially reasonable best efforts to retain as many of the Company employees as is feasible. Buyer shall treat all service completed by an employee with the Company or any Affiliate thereof, and any predecessor thereto, the same as service completed with Buyer for all purposes, including waiting periods relating to preexisting conditions under medical plans, vacations, severance pay, eligibility to participate in, vesting or payment of benefits under, and eligibility for early retirement or any subsidized benefit provided for under, any employee benefit plan (including, but not limited to, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained by Buyer on or after the Closing Date, except for purposes of computing benefits under the actual benefit formula in a defined benefit plan (as defined in Section 3(35) of ERISA). Prior to the Closing, Seller shall furnish Buyer with a list of the length of service with the Company or its Affiliates, or any predecessor thereof, for each of the Employees. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan (including, without limitation, any "employee welfare benefit plan" as defined in Section 3(1) of ERISA), expenses and claims previously recognized for similar purposes under the applicable welfare benefit plan of the Company or any Affiliate shall be credited or recognized under the comparable plan maintained after the Closing Date by Buyer. Notwithstanding anything to the contrary set forth in this Agreement, the Buyer shall not be required to permit the employees of the Company to participate in the Buyer's 401(k) plan prior to the first day of the first calendar quarter commencing after the Closing Date.

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

  • COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • Conduct Prior to the Effective Time 5.1 Conduct of Business by the Company.

  • Actions Prior to the Distribution Prior to the Effective Time and subject to the terms and conditions set forth herein, the Parties shall take, or cause to be taken, the following actions in connection with the Distribution:

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • Conditions to the Closing Date The obligations of each Bank to make the Loans contemplated by subsections 2.1 and 2.2 and of the Issuing Bank to issue Letters of Credit contemplated by subsection 3.1 shall be subject to the compliance by the Company with its agreements herein contained and to the satisfaction of the following conditions on or before the Closing Date:

  • Conduct Prior to the Closing 19 4.1 Conduct of Business of the Company.............................. 19 4.2

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