Preclosing Actions Sample Clauses

Preclosing Actions. Prior to the Closing Date, the Sellers shall cause the following to occur: (a) As may be requested by Buyer, the Certificate of Incorporation of AHFP shall be amended, in a form and substance reasonably acceptable to Buyer, so as to (i) increase the amount of AHFP's authorized common stock, no par value, by such amount as Buyer may request, (ii) effect a subdivision of the existing outstanding AHFP Shares into such greater number of shares as Buyer may request (the "Forward Split") or (iii) provide for the exculpation from liability of the directors of AHFP to the full extent permissible under Delaware Law; (b) The Assets, the Luck's Shares, the AHF Shares and the CHP Shares shall be transferred to AHFP by means of such instruments of assignment and transfer, in form and substance reasonably acceptable to Buyer, as may be necessary to effect such transfer; provided that Buyer shall have the right to request that the PAM ▇▇▇ets and the AHF Shares, as applicable, not be so transferred to AHFP and in such case the Surviving Corporation shall purchase the PAM ▇▇▇ets and the AHF Shares, as applicable, at Closing as provided for in Section 3.2(c); and (c) AHFP shall assume all of the Assumed Liabilities attributable to the Assets transferred and contributed to AHFP pursuant to Section 2.1(b) pursuant to such instruments of assumption, in form and substance reasonably acceptable to Buyer, as may be necessary to effect such assumption.

Preclosing Actions. From the date hereof until the Closing:

Preclosing Actions. 4 2.1. Conduct of Business.......................................................................................4 2.2. Access to Buyer...........................................................................................5 2.3. Accuracy of Representations and Warranties and Satisfaction of Conditions.................................5 2.4.

Preclosing Actions