Conduct and Transactions Prior to Effective Time Additional Agreements Sample Clauses

This clause governs the actions and business transactions that the parties are permitted or restricted from undertaking between the signing of the agreement and the effective date of the transaction. It typically requires the parties, especially the seller, to operate in the ordinary course of business and refrain from significant changes, such as large asset sales or new debt, without the other party's consent. Additionally, it may set out further obligations or agreements that the parties must fulfill during this interim period. The core function of this clause is to preserve the value and condition of the business being transferred and to ensure that both parties are aligned on key actions before the transaction is finalized.
Conduct and Transactions Prior to Effective Time Additional Agreements. During the period from the date hereof and continuing until the earlier of the termination of this Agreement and the Effective Time (except as otherwise provided herein), the parties hereto agree that:
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Conduct and Transactions Prior to Effective Time Additional Agreements. 4.1 Access to Records 4.2 Conduct 4.3 Legal Conditions to Merger 4.4 Notice of Prospective Breach 4.5 Further Assurances; Consents
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Conduct and Transactions Prior to Effective Time Additional Agreements. 5.1 Access to Records and Properties of Each Party; Confidentiality.............................................. 36 --------------------------------------------------------------- 5.2 Operation of Business of the Company......................................................................... 36 ------------------------------------ 5.3 Negotiation With Others...................................................................................... 37 ----------------------- 5.4 Dissenting Stockholders...................................................................................... 37 ----------------------- 5.5 Advice of Changes............................................................................................ 37 ----------------- 5.6 Stockholder Approval......................................................................................... 38 -------------------- 5.7 Legal Conditions to Merger................................................................................... 38 -------------------------- 5.8 Consents..................................................................................................... 38 -------- 5.9 Notice of Prospective Breach................................................................................. 38 ---------------------------- 5.10 Public Announcements........................................................................................ 38 -------------------- 5.11 Support of Merger by Officers and Directors................................................................. 39 ------------------------------------------- 5.12 Support of Merger by Stockholders........................................................................... 39 --------------------------------- 5.13 Management and Employees.................................................................................... 39 ------------------------ 5.14 Capital of Acquisition Sub; No Liabilities.................................................................. 39 ------------------------------------------
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Conduct and Transactions Prior to Effective Time Additional Agreements 
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Related to Conduct and Transactions Prior to Effective Time Additional Agreements

  • Certain Additional Agreements (a) The Company may require each Selling Holder to furnish to the Company in writing such information required in connection with such registration regarding such Selling Holder and the distribution of such Registrable Securities as the Company may, from time to time, reasonably request in writing and the Company may exclude from such registration the Registrable Securities of any Selling Holder who fails to furnish such information within a reasonable time after receiving such request. (b) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.3(c)(iii) or (c)(vi) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.3(k) hereof, or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus; provided, however, that (i) in no event shall such discontinuance exceed the time period set forth in Section 2.1(e) hereof, and (ii) the Company shall extend the time periods under Section 2.1 and Section 2.2 with respect to the length of time that the effectiveness of a Registration Statement must be maintained by the amount of time the Holder is required to discontinue disposition of such securities. (c) Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sale of Registrable Securities pursuant to the Registration Statement.

  • EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS This Agreement contains the entire understanding between the parties hereto and supersedes any prior employment agreement between the Bank or any predecessor of the Bank and Executive, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement.

  • EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFIT PLANS This Agreement contains the entire understanding between the parties hereto and supersedes any prior agreement between the Bank and Executive, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement. Nothing in this Agreement shall confer upon Executive the right to continue in the employ of the Bank or shall impose on the Bank any obligation to employ or retain Executive in its employ for any period.

  • Additional Agreements and Covenants The parties further agree and covenant as follows:

  • Incorporation of Prior Agreements; Amendments This Lease contains all agreements of the parties with respect to any matter mentioned herein. No prior agreement or understanding pertaining to any such matter shall be effective. This Lease may be modified in writing only, signed by the parties in interest at the time of the modification. Except as otherwise stated in this Lease, Lessee hereby acknowledges that neither the real estate broker listed in Paragraph 15 hereof nor any cooperating broker on this transaction nor the Lessor or any employees or agents of any of said persons has made any oral or written warranties or representations to Lessee relative to the condition or use by Lessee of said Premises and Lessee acknowledges that Lessee assumes all responsibility regarding the Occupational Safety Health Act, the legal use and adaptability of the Premises and the compliance thereof with all applicable laws and regulations in effect during the term of this Lease except as otherwise specifically stated in this Lease.