ACTIONS PRIOR TO THE CLOSING DATE Sample Clauses
ACTIONS 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:
ACTIONS PRIOR TO THE CLOSING DATE. Buyer, Seller and the Company covenant and agree to take the following actions between the date hereof and the Closing Date:
ACTIONS PRIOR TO THE CLOSING DATE. From the date hereof through the Closing Date, the Company will not, (a) issue or agree to issue any capital stock or any securities exercisable for, or convertible or exchangeable into, capital stock or (b) purchase, redeem or otherwise acquire any of its capital stock; provided, however, that this Section 9.11 shall not limit, or be applicable to, (i) the transactions contemplated by the Stock Purchase Agreements, including any issuance of capital stock in connection with the transactions contemplated by Sections 9.1 and 9.10 hereof, (ii) grants of options or issuances of Common Stock to officers, directors or employees of the Company pursuant to the current terms of the Company's 1995 Stock Incentive Plan and (iii) the conversion of the Series 1 Preferred or the exercise of existing warrants.
ACTIONS PRIOR TO THE CLOSING DATE. The parties covenant and agree to take the following actions between the date of this Agreement and the Closing Date:
ACTIONS PRIOR TO THE CLOSING DATE. Each of the Trust, Starwood Mezzanine and SOFI IV, as applicable, covenants and agrees to take the following actions between the date hereof and the Closing Date:
ACTIONS PRIOR TO THE CLOSING DATE. Section 7.01.
ACTIONS 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 set forth hereinbelow. All references to the Company, unless the context requires otherwise, shall include the Company and each of its Subsidiaries.
ACTIONS PRIOR TO THE CLOSING DATE. Between the date hereof and until the Closing Date, DEJ hereby agrees not to, and Blockbuster hereby agrees it will not cause DEJ to, engage in any transaction outside the ordinary course of business.
ACTIONS PRIOR TO THE CLOSING DATE ah. Conduct of Business Prior to the Closing . Except as required by applicable Law or as expressly required by the terms of this Agreement or the Transaction Agreements, and except for matters set forth in Section 7.01 of the Seller Disclosure Schedule or for Legally Required COVID-19 Actions or Permissible COVID-19 Actions; provided that prior to taking any Permissible COVID-19 Action, Seller, to the extent permitted by applicable Law, shall consult in good faith with Buyer in respect of such Permissible COVID-19 Action, from the date of this Agreement through the Closing Date, unless the Buyer otherwise consents in writing in advance (which consent shall not be unreasonably withheld, delayed or conditioned), (a) the Seller shall in respect of the Business, and shall cause the Company and the Company Subsidiary to, conduct its business in the ordinary course and use reasonable best efforts to preserve intact the business of the Company and the Company Subsidiary and the relationship of the Business with its policyholders, distributors and others having business dealings with the Business, (b) the Seller shall in respect of the Business, to the extent permitted by applicable Law, keep the Buyer reasonably informed of any actions taken and any plans, procedures and practices adopted in connection with the mitigation of the risk of the COVID-19 outbreak, including any Legally Required COVID-19 Actions or Permissible COVID-19 Actions, and any change in Law or recommendations in respect of operations in respect thereof or the consequence thereof, other than in respect of any competitively sensitive information, and (c) the Seller shall in respect of the Business, and shall cause its Affiliates to, refrain from taking any of the following actions with respect to the Company, the Company Subsidiary and the Business:
ACTIONS PRIOR TO THE CLOSING DATE. Between the date hereof and the Closing Date, the Buyer shall not take any action which shall cause it to be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement. The Buyer shall use its commercially reasonable efforts to perform all its obligations and satisfy all conditions to Closing to be performed or satisfied by it under this Agreement as soon as practicable, but in no event later than the Closing Date. Until the Closing, the Buyer shall promptly give to KTI written notice upon learning of or having knowledge of any matter that may constitute a breach of any representation, warranty, agreement or covenant of the Buyer contained in this Agreement, which notice shall identify and describe the breach in reasonable detail.