Prior to the Effective Time the Buyer and the Seller shall consult and cooperate with each other concerning alignment of the Buyer Bank's and the Seller Bank's branches following the Effective Time, and the Seller will, if requested by the Buyer, cooperate with the Buyer to cause the Seller Bank to prepare and file applications for branch closings with all appropriate Regulatory Agencies after all of the Requisite Regulatory Approvals (as defined in Section 7.01(b)) have been obtained (without regard to any applicable waiting periods). If for any reason the Merger is not consummated in accordance with the terms of this Agreement, the Buyer will reimburse the Seller for any fees or expenses incurred in connection with the preparation and filing of such applications at the request of the Buyer.
Prior to the Effective Time the Company shall (i) use all reasonable efforts (but not including any payment to holders of Options or Warrants) to obtain all necessary consents from, and provide (in a form acceptable to Parent) any required notices to, holders of Warrants and Options, and (ii) amend the terms of the applicable Stock Option Plan, in each case as is necessary to give effect to the provisions of paragraphs (a) and (b) of this Section 2.07.
Prior to the Effective Time notwithstanding any other provision hereof, the Company may purchase prepaid non-cancellable run-off directors’ and officers’ liability insurance providing coverage for a period of six (6) years from the Closing Date with respect to claims arising from or related to facts or events which occur on or prior to the Closing Date, provided that the total cost of such run-off directors’ and officers’ liability insurance shall not exceed 300% of the current annual aggregate premium for directors’ and officers’ liability insurance currently maintained by the Company and its subsidiaries, as disclosed to the Purchaser before the date of this Agreement.
Prior to the Effective Time. CIVC shall obtain board approval for and shall, on the Effective Date, complete and file Articles of Amendment, in the prescribed form, giving effect to the Consolidation, the Name Change and, if determined necessary by Ikanik, creating the New CIVC SV Shares and the New CIVC Series A Multiple Voting Shares, upon and subject to the terms of this Agreement.
Prior to the Effective Time the Company shall grant stock options pursuant to the Company 1999 Stock Option Plan to purchase an aggregate of 1,200,000 shares (as appropriately adjusted for stock splits and the like) of Company Common Stock to such persons and in such amounts as to which Parent shall have agreed, with strike prices equal to the fair market value of the Company Common Stock at the time of grant, with no acceleration of vesting triggered by this Merger, with 25% of the option vested 12 months from the date of grant and 1/48th per month thereafter. These options shall only be granted to employees of the Company and in such individual amounts as set forth on a written schedule approved in writing by Parent prior to the granting of such options ("Option Schedule"); provided, however that no New Options shall be included on the Option Schedule. The Company shall provide the Option Schedule to Parent no later than ten (10) calendar days from the date hereof.
Prior to the Effective Time the Company shall use its best efforts to terminate all employee benefit plans, programs or arrangements and to take any other action reasonably necessary in connection therewith.
Prior to the Effective Time. (a) the ------------------ Board of Directors of Purchaser, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the acquisition by any officer or director of the Target who may become a covered person of Purchaser for purposes of Section 16 of the 1934 Act (together with the rules and regulations thereunder, "Section 16"), of shares of Purchaser Common Stock or options to purchase shares of Purchaser Common Stock pursuant to this Agreement and the Merger shall be an exempt transaction for purposes of Section 16; and (b) the Board of Directors of Purchaser, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director Target who is a covered person of Target for purposes of Section 16 of shares of Purchaser Common Stock pursuant to this Agreement and the Merger shall be an exempt transaction for purposes of Section 16.
Prior to the Effective Time. Buyer agrees to cause the shares of Buyer Common Stock issuable, and those required to be reserved for issuance, in connection with the Merger to be authorized for listing on NASDAQ, subject to official notice of issuance.
Prior to the Effective Time. (i) the Company may purchase, at its sole cost and expense, a fully prepaid "tail" policy providing substantially equivalent benefits as the Company's current directors' and officers' liability insurance and (ii) the Company shall purchase, with the costs thereof to be an Integration Cost, a fully prepaid "tail" policy (reasonably acceptable to Parent) providing substantially equivalent benefits as the Company's current errors and omissions liability insurance with respect to matters arising on or before the Effective Time. The Surviving Corporation shall use commercially reasonable efforts to cause any such policy so purchased to be maintained in full force and effect for its full term; provided, however, that neither the Surviving Corporation nor any of its affiliates shall be required to incur any costs or expenses or otherwise have any liability in connection with such policy or claims made thereunder.
Prior to the Effective Time the Optionee held an option to acquire shares of the Common Stock of NaviCyte, par value $0.0001 per share (the "PRIOR OPTION"), which had been granted under the NaviCyte, Inc. 1997 Stock Plan (the "1997 PLAN"). This Option Agreement is intended to reflect the assumption by Trega of the obligations of NaviCyte with respect to the Prior Option (albeit subject to the terms and conditions set forth herein).
