Counterparts; Effectiveness; Interpretation. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation".
Counterparts; Effectiveness; Interpretation. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." The parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. PROSOURCE, INC. By:/s/ Davix X. Xxxxxx Name: Davix X. Xxxxxx Title: Chairman of the Board AMERISERVE FOOD DISTRIBUTION, INC. By:/s/ John X. Xxxxxx Name: John X. Xxxxxx Title: Chairman and Chief Executive Officer STEAMBOAT ACQUISITION CORP. By:/s/ John X. Xxxxxx Name: John X. Xxxxxx Title: Chairman of the Board and President
Counterparts; Effectiveness; Interpretation. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto.
Counterparts; Effectiveness; Interpretation. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto. When a reference is made in this Agreement to an Article or Section, such reference shall be to an Article or section of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement Whenever the words "include", "includes" or "including" are used In this Agreement, they shall be deemed to be followed by the words "without limitation". The parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. GB FOODS CORPORATION By: /s/ Xxxxxx X. Xxxxxx ------------------------------------ Name: Xxxxxx X. Xxxxxx Title: Chief Executive Officer TLS ACQUISITION CORP. By: /s/ Xxxxxx X. Xxxxxx ------------------------------------ Name: Xxxxxx X. Xxxxxx Title: Executive Vice President TIMBER LODGE STEAKHOUSE, INC. BY: /s/ Xxxxxx X. Kowland ------------------------------------ Name: Xxxxxx X. Kowland Title: Chief Executive Officer Fidelity National Financial, Inc. is executing this Agreement solely for the purposes of agreeing that, if the Company's stockholders approve the Merger at the meeting held for that purpose, it will exercise currently outstanding warrants to acquire Parent Common Stock as contemplated by Section 8.1(d). FIDELITY NATIONAL FINANCIAL, INC. By: /s/ Xxxxxx X. Xxxxxx ------------------------------------ Name: Xxxxxx X. Xxxxxx Title: Executive Vice President The undersigned is executing this Agreement solely for the purposes of acknowledging its agreement to negotiate in good faith lo sell JB Restautants to the Company as contemplated by Section 8.2(g). CKE ENTERPRISES, INC. By: /s/ Xxxxxx X. Xxxxxx ------------------------------------ Name: Xxxxxx X. Xxxxxx Title: Executive Vice President EXHIBIT A FORM OF AFFILIATE AGREEMENT FOR STOCKHOLDERS OF TIMBER LODGE STEAKHOUSE, INC. THIS AFFIFIATE AGREEMENT (this "Agreement") is made and entered into as of ______________, 1998, by and between GB FOODS CORPORATION, a Delaware corporation ("Parent") and the stockholder of TIMBER LODGE STEAKHOUSE, IN...
Counterparts; Effectiveness; Interpretation. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation". Any representation or warranty in this Agreement which is expressed as made to the Company's knowledge or to the knowledge of the Company means the knowledge, after reasonable investigation and due inquiry, of the directors and executive officers of the Company.
Counterparts; Effectiveness; Interpretation. 23 11.10 Effect of Disclosure Schedule.......................................................23 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement"), is entered into as of May 14, 1998, among ACS SYSTEMS, INC., a California corporation (the "Company"), MICRO GENERAL CORPORATION, a Delaware corporation ("Parent"), ACS MERGER, INC., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Subsidiary") and FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation and the indirect parent corporation of the Company ("Fidelity").
Counterparts; Effectiveness; Interpretation. 37 10.10 Effect of Disclosure Schedule...................................... 37 10.11 Arbitration........................................................ 37 THIS AGREEMENT AND PLAN OF MERGER (the "Agreement"), is entered into as of March 25, 1998, among MATRIX CAPITAL CORPORATION, a Colorado corporation (the "Company"), FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation ("Parent"), and MCC MERGER, INC., a Colorado corporation and a wholly-owned subsidiary of Parent ("Merger Subsidiary").
Counterparts; Effectiveness; Interpretation. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other Parties hereto (including delivery via email *.pdf or similar electronic means). The phrase “including” as used herein shall not be limiting and shall be deemed to be followed by the phrase “without limitation.”
Counterparts; Effectiveness; Interpretation. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The table of contents and headings contained in
Counterparts; Effectiveness; Interpretation. 35 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement"), is entered into as of June 8, 1999, by and among LA SALSA HOLDING CO., INC., a Delaware Corporation (the "Company"), SANTA BARBXXX XXXTAURANT GROUP, INC., a Delaware corporation ("Parent"), LA SALSA MERGER, INC., a Delaware corporation and a wholly-owned subsidiary of Parent ("Sub"). All capitalized terms used herein shall have the meaning set forth on Exhibit A hereto.
