Prior to the Closing Date there shall be furnished to the Lead Underwriters such further information, certificates, opinions and documents as the Lead Underwriters may reasonably request.
Prior to the Closing Date. Buyer shall interview such employees of Seller as Buyer shall choose, for purposes of determining employment after the Closing Date in such positions as Buyer, in its discretion, shall choose; however, nothing in this Agreement shall obligate or require Buyer to hire or employ any of Seller's employees after the Closing Date. Employees of Seller immediately prior to the Effective Time who are employed by Buyer immediately after the Effective Time are hereinafter referred to as "Hired Employees".
Prior to the Closing Date. Buyer shall not, without the prior written consent of the Company, knowingly take any action which (i) would render any of the representations or warranties made by Buyer in this Agreement and in the Ancillary Documents to which Buyer is a party untrue in any material respect if given with reference to the facts and circumstances then existing, or (ii) would result in any of the covenants contained in this Agreement and in the Ancillary Documents becoming incapable of performance. Buyer shall promptly advise the Sellers' Representative and the Carlyle Funds of any action or event of which Buyer becomes aware which would have the effect of making incorrect in any material respect any such representations or warranties if given with reference to facts and circumstances then existing or which has the effect of rendering any such covenants incapable of performance.
Prior to the Closing Date each Holder covenants not to transfer, pledge, hypothecate, assign or grant an option to otherwise acquire any interest in the Senior Notes unless the transferee of such Senior Notes agrees, in writing, to be bound by the terms of this Agreement. Subject to the preceding sentence, applicable securities laws and to the terms and conditions of the Stockholders Agreement, Holders (and its permitted assigns) may assign to one (1) or more assignees all or a portion of its rights and obligations under this Agreement and the other Exchange Agreement Documents to any Person, and any such assignee may further assign such rights and obligations to any Person. Any such assignment will become effective upon the execution and delivery to the assigning Holder of the assignment. Upon the assigning Holder's request, the Company, will, at its own expense, execute and deliver new certificates representing Series A-1 Preferred Stock and/or Common Stock, as applicable, to the assignor and/or assignee,
Prior to the Closing Date the Seller shall be entitled to participate in a due diligence meeting with one or more members of the senior management of the Buyer, such member or members to be reasonably designated by the Buyer, to the extent that such meeting shall be reasonably necessary to fulfill the due diligence obligations of the Seller under the federal securities laws in connection with the Proxy Statement. Subject to the requirements of law or judicial process, the Seller shall hold in confidence all nonpublic information concerning the Buyer until such time as such information is otherwise publicly available.
Prior to the Closing Date. VBL shall effect a 1 for 16 reverse split of its issued and outstanding capital stock.
Prior to the Closing Date the Borrower Representative shall deliver to the Agent, a notice setting forth an account of the Borrowers to which the Agent is authorized to transfer the proceeds of the Revolving Loans requested hereunder (the "Designated Account"). The Borrower Representative may designate a replacement account from time to time by written notice. Such Designated Account must be reasonably satisfactory to the Agent. The Agent is entitled to rely conclusively on any person's request for Revolving Loans on behalf of the Borrower Representative, so long as the proceeds thereof are to be transferred to the Designated Account. The Agent has no duty to verify the identity of any individual representing himself or herself as a person authorized by the Borrower Representative to make such requests on its behalf.
Prior to the Closing Date. Seller shall cause the Company Entities to terminate the employment of any employees of the Company Entities for whom Purchaser has provided notice that it does not intend to retain after the Closing Date, provided such notice shall be delivered to Seller in writing not less than 15 days prior to the Closing Date. With respect to such terminated employees, Seller shall make full and final settlement with any terminated employees listed on SCHEDULE 2.9.5 with respect to any severance and/or other benefits (the "SELLER SEVERANCE BENEFITS") owed under any Employee Plans or Compensation Arrangements sponsored by the Acquired Company, or any of the other Company Entities. Without regard to whether they are terminated prior to the Closing Date, Seller shall make full and final settlement with the employees listed on SCHEDULE 2.9.5 with respect to Seller Severance Benefits upon their termination of employment to the extent such employees are terminated within 12 months after the Closing Date. Seller shall hold Purchaser and any entity required to be combined with Purchaser (within the meaning of Sections 414(b), (c), (m) or (o) of the Code), including the Company Entities, harmless from and fully indemnify them against any costs, expenses, losses, damages and liabilities incurred or suffered by them directly or indirectly, including, but not limited to, reasonable attorneys' fees and expenses, which relate to the Seller Severance Benefits. With respect to employees terminated under this Section 2.9.5 who are not listed on SCHEDULE 2.9.5, Purchaser shall cause the Company Entities to make full and final settlement with respect to any severance and/or other benefits (the "PURCHASER SEVERANCE BENEFITS") owed thereto under any Employee Plans or Compensation Arrangements sponsored by the Acquired Company, or any of the other Company Entities. Purchaser shall hold Seller and any entity required to be combined with Seller (within the meaning of Sections 414(b), (c), (m) or (o) of the Code) harmless from and fully indemnify them against any costs, expenses, losses, damages and liabilities incurred or suffered by them directly or indirectly, including, but not limited to, reasonable attorneys' fees, back pay, expenses and punitive, compensatory, liquidated and/or exemplary damages in connection with Seller's termination of such employees as requested by Purchaser, which relate to the Purchaser Severance Benefits, including but not limited to any liability that arises unde...
Prior to the Closing Date. Buyer shall provide employment welcome letters describing the wage rate, leave accrual rate/balance (including Accrued Leave transferred), retirement contribution, job assignment and supervisor for each ML&P bargaining unit member covered by the IBEW Collective Bargaining Agreement, with such terms becoming effective for those bargaining unit members that have elected to remain employed as of 12:01