Pre-Closing Action Sample Clauses
A Pre-Closing Action clause outlines specific actions or obligations that parties must complete before the formal closing of a transaction, such as a merger or acquisition. These actions may include obtaining regulatory approvals, securing third-party consents, or delivering required documents. By clearly defining these pre-closing requirements, the clause ensures that all necessary conditions are met to facilitate a smooth and enforceable closing, thereby reducing the risk of last-minute delays or disputes.
Pre-Closing Action. Upon the terms and subject to the conditions herein provided, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including (i) to comply promptly with all legal requirements which may be imposed on it with respect to this Agreement and the transactions contemplated hereby (which actions shall include furnishing all information required by applicable law in connection with approvals of or filings with any Governmental Entity), (ii) to satisfy the conditions precedent to the obligations of such party hereto, (iii) to obtain any consent, authorization, order, or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Seller, Purchaser, or any of their respective Subsidiaries in connection with the Acquisition or the taking of any action contemplated by this Agreement, (iv) to effect all necessary registrations and filings, and (v) to take any action reasonably necessary to vigorously defend, lift, mitigate, or rescind the effect of any litigation or administrative proceeding adversely affecting the Acquisition or this Agreement, including promptly appealing any adverse court or administrative decision.
Pre-Closing Action. Seller and the Company shall, and shall cause their respective Subsidiaries to, take all of the actions described on Schedule 6.1(g)-1 prior to May 15, 2006, and take all of the actions described on Schedule 6.1(g)-2 prior to the Closing Date, in each case in a manner reasonably satisfactory to each FIM Investor.
Pre-Closing Action. As promptly as practicable, GSLLC and the Corporation will: (i) use commercially reasonable efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated hereby by the Closing Date; (ii) file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by GSLLC or the Corporation pursuant to Applicable Law in connection with this Agreement, the sale and transfer of the Securities pursuant hereto and the consummation of the other transactions contemplated hereby; and (iii) use all commercially reasonable efforts to obtain, or cause to be obtained, all consents necessary to be obtained by them in order to consummate the transactions contemplated pursuant to this Agreement.
Pre-Closing Action. (a) The Sellers and the Company shall, and shall cause each of their respective Subsidiaries to cooperate with Buyers to, take such actions prior to the Closing Date (each, a “Pre-Closing Action”) in the manner the Buyers may reasonably request for tax or other purposes, to be effective and completed on or prior to the Closing Date; provided, however, that no such Pre-Closing Action would impair or delay the consummation of the transactions described herein, or result in any adverse financial, tax or other consequence for the Sellers, their direct and indirect equityholders, the Company or any of its Subsidiaries for which they are not fully compensated for by the Buyers in each case, and, provided, further, that no such Pre-Closing Action may result in the treatment of the Company or any of its foreign Subsidiaries as a corporation for U.S. federal income tax purposes. A Pre-Closing Action may include internal reorganizations, assets transfers, liquidations, contributions or consolidations of the Company or its Subsidiaries or the implementation of alternative transaction structures to effect the transactions contemplated by this Agreement. The Buyers shall be obligated to pay all out-of-pocket fees, expenses and costs of the Sellers and their direct and indirect equityholders, the Company and its Subsidiaries as a result of such Pre-Closing Action which are disclosed to the Buyers as promptly as reasonably practicable after such Pre-Closing Action is requested, including (i) any incremental increases in Tax liabilities or decreases in Tax assets and benefits of the Sellers and their direct and indirect equityholders as determined by Sellers in their sole discretion (such discretion to be exercised reasonably and in good faith), and (ii) any reasonable out-of-pocket expenses of unrelated third-party financial, legal or other professional advisors incurred in connection with determining the financial, tax and other consequences of such Pre-Closing Action. For the avoidance of doubt, the use of any tax losses, tax loss carryforwards and similar tax attributes which exist in the Company or any of its Subsidiaries, including pursuant to a transaction which effectively converts pre-closing Dutch tax loss carryforwards into tax amortizable basis of Systagenix Wound Management IP Co B.V. (or the fiscal unity of which it is a member), or any similar transaction, shall not be a cost covered by the immediately preceding sentence. All such expenses incurred in conne...
Pre-Closing Action. 3.1 Pre Closing Covenant
(a) Prior to or on the Closing Date:
(i) LR shall procure that the quotaholders’ meeting of NewCo is convened and held to resolve upon a capital increase of an amount (including any potential quota premium) that the Parties will determine and agree in good faith (the “Capital Increase”), as follows:
(A) a portion of the Capital Increase reserved for the subscription of, and to be fully paid in by, LR by means of the contribution in kind of the SAFE Shares, for an amount, which the Parties will determine and agree in good faith, so that upon subscription by both Parties of the Capital Increase, LR will own a quota representing, on a fully diluted basis, 51% of the NewCo’s corporate capital (the “Capital Increase LR Portion”); and
(B) a portion of the Capital Increase reserved for the subscription of, and to be fully paid in by, CE by means of the contribution in kind of (I) the CEC Shares and the Compression Shares, if the CE Combination is not completed, or (II) the CM Shares, if the CE Combination is completed, for an amount, which the Parties will determine and agree in good faith, so that upon subscription by both Parties of the Capital Increase, CE will own a quota representing, on a fully diluted basis, 49% of the NewCo’s corporate capital (the “Capital Increase CE Portion”), it being understood that the percentages over the entire corporate capital of NewCo of LR Quota and CE Quota as resulting from the subscription of the Capital Increase shall not be subject to any adjustment and/or revision nor shall require any further cash injection by either Party (without prejudice to further post Closing capital increases or extraordinary transactions or as otherwise provided in this Agreement); and
(ii) LR shall procure that the quotaholders’ meeting of NewCo is convened and held to resolve upon the adoption of the NewCo By-Laws.
(b) From the date of this Agreement until the Closing Date, LR shall use its reasonable endeavours to extract all SAFE Group Companies from any services, assets or facilities shared between the SAFE Group Companies and the LR Group Companies, with the aim of making the SAFE Group Companies independent from such shared services, assets and facilities.
(c) From the date of this Agreement until the Closing Date, CE shall use its reasonable endeavours to extract all Compression Group Companies from any services, assets or facilities shared between the Compression Group Companies and the CE Group Companies, with ...
Pre-Closing Action. Prior to the Closing, Seller shall cause the actions set forth on Schedule A (such actions collectively, the “Restructuring”) to occur.