Prior to the Effective Time Sample Clauses

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 Seller Bank to prepare and file applications for branch closings with all appropriate Bank Regulators after all of the Requisite Regulatory Approvals 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 officersliability 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. Buyer shall purchase, or shall direct ASBB to purchase, an extended reporting period endorsement under ASBB’s existing directors’ and officers’ liability insurance coverage (“ASBB D&O Policy”) for acts or omissions occurring prior to the Effective Time by such directors and officers currently covered by ASBB’s D&O Policy. The directors and officers of ASBB shall take all reasonable actions required by the insurance carrier necessary to procure such endorsement. Such endorsement shall provide such directors and officers with coverage following the Effective Time for six years.
Prior to the Effective Time. Upon formation of FirstEnergy, Ohio Edison and Centerior shall cause one individual selected by each company to be elected as directors of FirstEnergy and the individuals designated on Exhibit E hereto to be elected as the officers of FirstEnergy, holding the position(s) designated on Exhibit E. Each such officer and director (or any replacement officer or director designated as set forth above) shall remain in office until his successor is elected. (b) As of the Effective Time. As of the Effective Time, the parties hereto agree that the Board of Directors and officers of FirstEnergy shall be designated as provided in Section 7.12 of this Agreement. 1.3
Prior to the Effective Time. USAV shall give notice to the USAV Employees (such notices to be in the agreed terms) terminating their employment as of the Effective Time and at the same time BARRA shall give notice (such notice to be in the agreed terms) to the USAV Employees offering them re-employment with BARRA with effect from the Effective Time. 14.3.2 BARRA shall offer employment to the USAV Employees with effect from the Effective Time on terms no less favourable than those on which the USAV Employees are employed by USAV immediately prior to such time, as such terms have been disclosed to the Purchaser by the Vendors.
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 Buyer and the Seller shall consult and cooperate with each other concerning alignment of the Buyer's and the Seller Bank's branches following the Effective Time.
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).