Amendments of the Merger Agreement Sample Clauses

Amendments of the Merger Agreement. 1.1 Section 9.1(a) of the Merger Agreement, which sets forth the survival of the representations and warranties made by the Company and the Designated Officer in Section 2, is hereby amended by deleting the words “on the first anniversary of the Closing Date” that appear in the second line of Section 9.1(a) and replacing such words with “eighteen (18) months after the Closing Date (the “Termination Date”)”. Additionally, the words “the first anniversary of” which appear twice in Section 9.1(a) on lines three and nine, should be replaced with the words “Termination Date”. In its entirety, Section 9.1(a) as amended should read as follows: “Solely for the purposes of Section 9.2, the representations and warranties made by the Company and the Designated Officer in Section 2 shall survive the Closing and shall expire eighteen (18) months after the Closing Date (the “Termination Date”); provided, however, that if, at any time prior to the Termination Date, any Indemnitee (acting in good faith) delivers to Xxxxxx a written notice alleging the existence of an inaccuracy in or a breach of any of the 1. representations and warranties made by the Company and the Designated Officer (and setting forth in reasonable detail the basis for such Indemnitee’s belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the Termination Date until such time as such claim is fully and finally resolved. All representations and warranties made by Parent and Merger Sub shall terminate and expire as of the Effective Time, and any liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease.” 1.2 Section 1.11 of the Merger Agreement, which discusses the LLC Merger, is hereby amended by adding the sentence “Parent shall also cause LLC to file with the Secretary of State of the State of Nevada a properly executed articles of merger for the LLC Merger (the “LLC Articles of Merger”) conforming to the requirements of the Nevada Revised Statutes.” This sentence should be added directly after the first sentence of the Section ending “DGCL.” Furthermore, the phrase “and the LLC Articles of Merger is filed with the Secretary of State of the State of Nevada” should be added to the end of the last sentence of the Section. In its entirety, Section 1.11 should read as follows: “Immediately following the Effecti...
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Amendments of the Merger Agreement. As of the Amendment Date (as defined in Section 3), the Merger Agreement shall be amended as follows: (a) Section 3.1(j)(i) shall be amended to change "60 days" to "90 days". (b) Section 3.5 shall be added, to read in its entirety as follows:
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Amendments of the Merger Agreement 
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Related to Amendments of the Merger Agreement

  • Amendments to the Merger Agreement The Merger Agreement is hereby amended as follows:

  • of the Merger Agreement Section 6.10 of the Merger Agreement is hereby amended and restated in its entirety as follows:

  • Amendments to Merger Agreement The Merger Agreement is hereby amended as follows:

  • Merger Agreement The term "Merger Agreement" shall have the meaning set forth in the preface.

  • Merger, Amendments; Etc THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES. No waiver of any provision of this Agreement, and no consent to any departure by any Grantor herefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment of any provision of this Agreement shall be effective unless the same shall be in writing and signed by Agent and each Grantor to which such amendment applies.

  • Terms of the Merger Subject to the terms and conditions of this Agreement, at the Effective Time, Salisbury shall merge with and into NBT, and NBT shall be the surviving entity (hereinafter sometimes referred to as the “Surviving Corporation”). Immediately thereafter, pursuant to the Plan of Bank Merger described in the following sentence, Salisbury Bank shall merge with and into NBT Bank, and NBT Bank shall be the surviving entity (hereinafter sometimes referred to as the “Surviving Bank”) and shall continue to be governed by the laws of the United States. As soon as practicable after the execution of this Agreement, NBT will cause NBT Bank to, and Xxxxxxxxx will cause Salisbury Bank to, execute and deliver a Plan of Bank Merger substantially in the form attached to this Agreement as Exhibit B. As part of the Merger, shares of Salisbury Stock shall, at the Effective Time, be converted into the right to receive the Merger Consideration pursuant to the terms of Article II.

  • Termination of Merger Agreement This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Effects of the Merger The Merger shall have the effects set forth in Section 259 of the DGCL.

  • AGREEMENT AND PLAN OF MERGER ANNEX A-9

  • Charter Amendments Amend, or permit any of its Subsidiaries to amend, its certificate of incorporation or bylaws in any material respect.

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