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.
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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. WCBI shall accelerate the vesting of any outstanding shares of restricted stock awarded under the WCBI Recognition and Retention Plan ("WCBI RRP") so that such shares shall vest and be distributed from the trust established to hold such shares immediately prior to the Effective Time. Prior to the Effective Time, any shares held by the trust under the WCBI RRP which were not awarded to eligible employees, eligible directors or eligible directors emeritus prior to the execution of this Agreement, shall be cancelled and the WCBI RRP shall be terminated, effective as of the Effective Time.
Prior to the Effective Time. First Bancorp shall notify The Nasdaq Stock Market of the additional shares of First Bancorp Common Stock to be issued by First Bancorp in exchange for the shares of Home Building Bancorp Common Stock.
Prior to the Effective Time. AFH shall notify the Nasdaq National Market of the additional shares of AFH Common Stock to be issued by AFH in exchange for the shares of ABC 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.
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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. 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 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).
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