Prior to the Effective Time Sample Clauses
The "Prior to the Effective Time" clause defines actions, obligations, or conditions that must be fulfilled before a specified date or moment when an agreement officially takes effect. In practice, this clause may require parties to complete certain tasks, provide documentation, or refrain from specific activities until the effective time is reached. Its core function is to clearly delineate the responsibilities and limitations of the parties during the interim period, ensuring that all necessary prerequisites are met before the agreement becomes fully operative.
POPULAR SAMPLE Copied 4 times
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 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 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. 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. 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.
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 shall notify the Nasdaq National Market of the additional shares of Buyer Common Stock to be issued by Buyer in exchange for the shares of Seller Common Stock.
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).
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.