Amendment and Merger. This AGREEMENT contains all the terms and conditions made between the parties to this AGREEMENT and may only be modified by written AGREEMENT signed by all the parties to this AGREEMENT or their respective successors in interest. This writing is intended both as a final expression of the AGREEMENT between the parties hereto with respect to the included terms and as a complete and exclusive statement of the terms of this AGREEMENT. No modification of this AGREEMENT shall be effective unless and until such modification is evidenced by a writing signed by both parties.
Amendment and Merger. This Agreement may not be changed or terminated orally. This Agreement shall be deemed to merge with the conveyance of title and all covenants, agreements, indemnities, representations and warranties shall not survive the Closing except as may be otherwise specifically provided herein.
Amendment and Merger. The General Partner's consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity in a transaction pursuant and subject to Sections 7.01(c), 7.01(d) or 7.01(e) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners:
(a) any amendment affecting the operation of the Conversion Factor or the Exchange Right (except as provided in Sections 8.05(d) or 7.01(d) hereof) in a manner adverse to the Limited Partners;
(b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.02 hereof;
(c) any amendment that would alter the Partnership's allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.02 hereof; or
(d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.
Amendment and Merger. 35 23.5 Binding........................................................35 23.6 Governing Law and Limitation Date..............................35
Amendment and Merger. This Agreement may not be changed or terminated orally. This Agreement shall not be deemed to have been merged with the conveyance of title and all covenants, agreements, indemnities, representations and warranties shall survive the Closing for a period of six (6) months except as may be otherwise specifically provided herein. This Section shall not limit the survivability of the Purchaser’s indemnity contained in Section 9.4 hereof.
Amendment and Merger. This Agreement sets forth the entire agreement between Baxter and myself regarding the same subject matter, and shall not be amended or added to except with the express written consent of Baxter and me. This Agreement supersedes all previous oral or written understandings or agreements, if any, made by or with Baxter regarding the same subject matter. No waiver of any breach of any provision of this Agreement by Baxter shall be effective unless it is in writing, and no waiver shall be construed to be a waiver of any succeeding breach or as a modification of such provision. Further, I affirmatively state that I have not, will not and cannot rely on any representations not expressly made herein. The section headings in this Agreement are for convenience of reference and in no way define, limit or affect the meaning of this Agreement.
Amendment and Merger. This Agreement may not be changed or terminated orally. This Agreement shall not be deemed to have been merged with the conveyance of title and all covenants, agreements, indemnities, representations and warranties shall survive the Closing for a period of nine (9) months, except as may be otherwise specifically provided herein, and any claim or litigation arising out of this Agreement, or the transaction contemplated hereby, must be instituted before such date. This Section shall not limit the survivability of the Purchaser's indemnity contained in Section 9.4 hereof or of the mutual indemnities set forth in Section 11 hereof.
Amendment and Merger. No amendments or variations of the terms and conditions of this Agreement shall be valid unless the same is in writing and signed by Consultant and an authorized officer of Client. This Agreement, supersedes all prior agreements, both written and oral, between Client and Consultant.
Amendment and Merger. The actions and transactions contemplated in this Section 2 shall be completed substantially concurrently in the sequence set forth below. Each of the actions or transactions set forth in Section 2(a) through Section 2(d) shall be conditioned on the occurrence of each other action or transaction therein, and none of the actions or transactions set forth in Section 2(a) through Section 2(d) shall occur unless all of the actions and transactions set forth in Section 2(a) through Section 2(d) shall occur.
(a) On the Closing Date, prior to the Merger Effective Time (as defined herein), WWCI shall take or cause to be taken all such actions as are necessary, including seeking any necessary stockholder approval prior to the Closing Date, to amend the WWCI Certificate of Incorporation (the “Amendment”) as set forth in Exhibit A (the “WWCI Restated Certificate of Incorporation”). The WWCI Restated Certificate of Incorporation shall become effective at the time that the Amendment is duly effectuated, in accordance with the DGCL and the WWCI Certificate of Incorporation (the “Amendment Effective Time”).
(b) On the Closing Date, following the Amendment Effective Time, WWCI shall be merged with and into WeWork, pursuant to and in accordance with Section 251(g) of the DGCL (such transaction, the “Merger”). The Merger shall become effective upon the filing of the certificate of merger with the Secretary of State of the State of Delaware (the “Certificate of Merger”) or such other time as WeWork may designate in the Certificate of Merger in accordance with the terms of this Agreement (the “Merger Effective Time”). The Merger shall have the effects set forth in Section 251(g) of the DGCL, Section 18-209 of the DLLCA, and this Agreement.
(c) On the Closing Date, following the Merger Effective Time, WeWork, as the Merger Surviving Company, shall take or cause to be taken all such actions as are necessary to consummate the Division in accordance with Section 18-217 of the DLLCA and the Plan of Division (the “Division Effective Time”).
(d) On the Closing Date, following the Division Effective Time, WeWork shall, in its capacity as the sole member of the WeWork OpCo, take or cause to be taken all such actions as are necessary to consummate the C-Corp Subsidiary Reorganizations.
Amendment and Merger
