ACTIONS PRIOR TO THE CLOSING. The respective parties hereto covenant and agree to take the following actions:
ACTIONS PRIOR TO THE CLOSING. Section 4.01 Schedule 13E-3. As promptly as reasonably practicable following the date of this Agreement, Buyer and CZ shall prepare and cause to be filed with the Securities and Exchange Commission (the “SEC”), and Seller shall cooperate with Buyer and CZ in the preparation of, a Rule 13e-3 transaction statement on Schedule 13E-3 relating to the transactions contemplated by this Agreement (the “Schedule 13E-3”). Without limiting the generality of the foregoing, Seller will promptly furnish to Buyer and CZ the information relating to it that is required by the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) to be set forth in the Schedule 13E-3 or that is otherwise reasonably requested by Buyer or CZ. Buyer and CZ agree that on the date of mailing to the stockholders of the Company, the Schedule 13E-3 will comply in all material respects with the applicable provisions of the Exchange Act. Buyer and CZ will use their respective reasonable best efforts to have the Schedule 13E-3 cleared by the SEC as promptly as reasonably practicable following its filing with the SEC. Buyer and CZ will cause the Schedule 13E-3 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Schedule 13E-3 is cleared by the SEC.
ACTIONS PRIOR TO THE CLOSING. The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing, and thereafter to the extent provided:
ACTIONS PRIOR TO THE CLOSING. Seller shall pay when due all Taxes owing on account of the Assets the operations of Seller that relate to the period prior to the Closing, other than such amounts, if any, that constitute Assumed Liabilities and except as provided in SECTION 4. Seller shall be responsible for payment, when due, of all Taxes assessed based upon, or otherwise relating to, the Assets or the operations of Seller prior to the Closing Date and for all period(s) ending on or before the Closing Date, whether or not due on the Closing Date, other than such amounts, if any, that constitute Assumed Liabilities and except as provided in SECTION 4.
ACTIONS PRIOR TO THE CLOSING. DATE 55 Section 7.01 Access and Reports 55 Section 7.02 Operations Prior to the Closing Date 56 Section 7.03 Reasonable Best Efforts 60 Section 7.04 Regulatory Approvals 60 Section 7.05 Bankruptcy Court Approval 62 Section 7.06 Alternative Proposals 62 Section 7.07 Buyer Efforts to Obtain Financing 63 Section 7.08 Cooperation with Financing 63 Section 7.09 Damage or Destruction 64 Section 7.10 Additional Selling Entities 65 Section 7.11 Public Announcements; Filings 65 Section 7.12 Collective Bargaining Agreements 65 ARTICLE 8 ADDITIONAL AGREEMENTS 65 Section 8.01 Taxes 65 Section 8.02 Allocation of Purchase Price 66 Section 8.03 Assigned Contracts; Adequate Assurance and Performance 66 Section 8.04 Employee Matters 67 Section 8.05 Post-Closing Books and Records 68 Section 8.06 Intellectual Property Licenses 68 Section 8.07 Title Matters 70 Section 8.08 Permit Matters 70 Section 8.09 Insurance Access 70 Section 8.10 Confidentiality 71 Section 8.11 Disclaimers 71 Section 8.12 Collection of Accounts Receivable 73 Section 8.13 Excess Cash and Accounts Receivable 73
ACTIONS PRIOR TO THE CLOSING. 54 7.1. Conduct of Business of M Company....................................54 7.2. Investigation.......................................................57 7.3.
ACTIONS PRIOR TO THE CLOSING. Each of Orbital, M Company, T Parent and T Company covenants as follows for the period from the date hereof through the Effective Time:
ACTIONS PRIOR TO THE CLOSING. From and after the Effective Date until the Closing Date and except as permitted or contemplated by this Agreement, the Company and Eagle Lake, respectively, will each:
ACTIONS PRIOR TO THE CLOSING. The Parties acknowledge and agree that, prior to the Closing and as a condition thereto, the Company shall complete an amendment of its Certificate of Incorporation to increase the authorized shares of Company Common Stock to 250,000,000 shares (the “Authorized Shares Increase”), and the representations and warranties related thereto shall be deemed automatically updated upon the completion of the Authorized Shares Increase.
ACTIONS PRIOR TO THE CLOSING. From and after the Effective Date until the Closing Date and except as permitted or contemplated by this Agreement, the Company and WOHG, respectively, will each:
