Pending the Closing Sample Clauses

Pending the Closing. Between the execution of this Letter Agreement and the Closing, there shall be no change in the composition of the membership of the Company's Board of Directors, except as the current members of such Board shall otherwise agree.
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Pending the Closing. During the period commencing on the date of this Agreement and continuing through the Closing Date, upon reasonable prior notice from Buyer to Seller, Buyer shall be permitted to make a full and complete investigation of the assets, business, and books and records of Seller. For such purpose, Seller shall (i) afford to Buyer and its representatives, at all reasonable times during normal business hours, full and complete access to Seller's personnel, professional advisors, properties, contracts, books and records and other documents and data, (ii) furnish Buyer and its representatives with copies of all such contracts, books and records, and other existing documents and data as Buyer may reasonably request, and (iii) furnish Buyer and its representatives with such additional financial documentation (including Tax Returns and supporting documentation), audit work papers (if in the actual or constructive possession of Seller, directly or indirectly), if any, operating and other data and financial information as Buyer may reasonably request, in each case relating to the Business. All information gained by Buyer through such investigation concerning the Business and affairs of Seller shall be kept confidential in accordance with the Parties' (i) Amendment to Mutual Non-Disclosure Agreement dated October 6, 2003, (the "Non-Disclosure Agreement Amendment") and (ii) Amended and Restated Mutual Non-Disclosure Agreement dated effective July 21, 2003 (the "Amended Non-Disclosure Agreement"). No information or knowledge obtained in any investigation pursuant to this Section 6.1.1 shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the Parties to consummate the transactions contemplated by this Agreement; provided, however, that in the event that Buyer obtains information of a breach, or potential breach, of a representation or warranty of Seller, Buyer shall promptly notify Seller of such breach or potential breach.
Pending the Closing. GEIS shall continue to fund its pro rata share of any additional capital contributions approved by GEIS and Netscape pursuant to Section 3.02 of the Formation and Limited Liability Company Agreement between GEIS and Netscape dated March 26, 1996. GEIS agrees that it will not unreasonably withhold its consent to any additional capital contribution that is reasonably required pursuant to the 1997 operating budget for Actra previously adopted by GEIS and Netscape. Notwithstanding the foregoing, in no event will GEIS be required to approve additional capital contributions by GEIS of more than $500,000 in the aggregate between the date hereof and the date of the Closing. GEIS's payment obligation of $500,000 pursuant to that certain Distribution Agreement between GEIS and Actra dated August 1, 1997, is independent of and will not be affected by this Section 5.3(a).
Pending the Closing except as expressly permitted by Section 12.14(b) above, no party shall issue a press release or make any other public announcement (including any internal communication to employees) concerning the transactions contemplated by this Agreement without the prior written consent of HSI or Butler Holding, as applicable, except to the extent required by law, in which case the other party shall have a reasonable opportunity to review and comment prior to disclosure. For clarity, it is understood that this Section 12.14(c) shall not prohibit internal communications to the employees of the parties involved in planning the integration of HSI and Butler Holding post-Closing concerning the proposed transactions.
Pending the Closing the Company will use all reasonable efforts to cause the conditions specified in Section 7.1 to be satisfied as soon as practicable.