Actions Prior to Spin-Off Sample Clauses

Actions Prior to Spin-Off. The Borrowers will not permit the Spin-Off to occur prior to the acquisition, directly or indirectly, by the U.S. Borrower of the Belgian Borrower and all of the assets and entities to be owned, directly or indirectly, by the Belgian Borrower as described or reflected in the SEC Filings. The Borrowers will cause any amounts borrowed under this Agreement prior to the Spin-Off Date to be held in an account of the U.S. Borrower or a Restricted Subsidiary, and such amounts shall, until the Spin-Off shall have occurred, be used solely to fund the acquisition by the U.S. Borrower of the Belgian Borrower and all of the assets and entities to be owned, directly or indirectly, by the Belgian Borrower and described or reflected in the SEC Filings, the payment of the Transaction Costs, the payment of the Dividend and the payment of the IDB Closing Distribution.
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Actions Prior to Spin-Off. (a) Subject to the satisfaction, or to the extent permitted by Applicable Law, VoiceInterop shall establish the Spin-Off Date and any necessary or appropriate procedures in connection with the Spin-Off .
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Related to Actions Prior to Spin-Off

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

  • Actions Prior to the Distribution Prior to the Effective Time and subject to the terms and conditions set forth herein, the Parties shall take, or cause to be taken, the following actions in connection with the Distribution:

  • ACTION PRIOR TO THE CLOSING DATE The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:

  • OBLIGATIONS PRIOR TO CLOSING From the date of this Agreement through the Closing:

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • Events Prior to Closing (a) Upon execution hereof or as soon thereafter as practical, management of AAI and QMT shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced hereinbelow.

  • Notice to Holders Prior to Certain Actions The Company shall deliver notices of the events specified below at the times specified below and containing the information specified below unless, in each case, (i) pursuant to this Indenture, the Company is already required to deliver notice of such event containing at least the information specified below at an earlier time or, (ii) the Company, at the time it is required to deliver a notice, does not have knowledge of all of the information required to be included in such notice, in which case, the Company shall (A) deliver notice at such time containing only the information that it has knowledge of at such time (if it has knowledge of any such information at such time), and (B) promptly upon obtaining knowledge of any such information not already included in a notice delivered by the Company, deliver notice to each Holder with a copy to the Trustee containing such information. In each case, the failure by the Company to give such notice, or any defect therein, shall not affect the legality or validity of such event.

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • Conduct of Business Prior to the Closing From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

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