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, INC. a Minnesota corporation (the "Company"), identified on the signature page hereto (the "Affiliate").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Timber Lodge Steakhouse Inc)
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 a Section, such reference shall be to an Article or section 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 Agreement. Whenever the words "include", "includes" or "including" are used In 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 signed by their respective authorized officers as of the day and year date first above writtenwritten above. 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 STEAKHOUSECOMPUTER ASSOCIATES INTERNATIONAL, INC. BY: /s/ 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 Xxxxx ______________, 1998, by __________ Name: Xxxxxx Xxxxx Title: President and between GB FOODS CORPORATION, a Delaware corporation ("Parent") and the stockholder of TIMBER LODGE STEAKHOUSEChief Operating Officer TSE-TSEHESE-STAESTSE, INC. a Minnesota corporation By:/s/ Xxxxxx Xxxxx ________________________ Name: Xxxxxx Xxxxx Title: President CHEYENNE SOFTWARE, INC. By:/s/ XxxXxxx Xxxx ________________________ Name: XxxXxxx Xxxx Title: Chairman and Chief Executive Officer ANNEX I Notwithstanding any other provision of the Offer, Parent and Merger Subsidiary shall not be required to accept for payment or pay for any Shares, and may terminate the Offer, if (i) by the "Company")expiration of the Offer, identified the Minimum Condition shall not have been satisfied, (ii) by the expiration of the Offer, the applicable waiting period under the HSR Act shall not have expired or been terminated, or (iii) at any time on or after October 7, 1996 and prior to the signature page hereto (acceptance for payment of Shares pursuant to the "Affiliate").Offer, any of the following conditions exist:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cheyenne Software Inc)
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 a Section, such reference shall be to an Article or section 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 Agreement. Whenever the words "include", "includes" or "including" are used In 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 SANTA BARBXXX XXXTAURANT GROUP, INC. By: /s/ Xxxxxx X. Xxxxxx ------------------------------------ ------------------------------------- Name: Xxxxxx Andrxx 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 FINANCIALLA SALSA MERGER, 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 ENTERPRISESBy: ------------------------------------- Name: Title: LA SALSA HOLDING CO., INC. By: /s/ Xxxxxx X. Xxxxxx ------------------------------------ ------------------------------------- Name: Xxxxxx X. Xxxxxx Title: Executive Vice President By: ------------------------------------- Name: Title: EXHIBIT LIST Exhibit A FORM OF AFFILIATE AGREEMENT FOR STOCKHOLDERS OF TIMBER LODGE STEAKHOUSEDefinitions Exhibit B Form of Agreement of Merger Exhibit C Form of Note Exhibit D Form of $7.00 Warrant Exhibit E Form of $7.50 Warrant Exhibit F Form of Escrow Agreement Exhibit G Form of Registration Rights Agreement SANTA BARBXXX XXXTAURANT GROUP, 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, INC. a Minnesota corporation (the "Company"), identified on the signature page hereto (the "Affiliate").AND PLAN OF MERGER EXHIBIT A DEFINED TERMS
Appears in 1 contract
Samples: Agreement and Plan of Merger (Santa Barbara Restaurant Group Inc)
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 a Section, such reference shall be to an Article or section 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 Agreement. Whenever the words "include", "includes" or "including" are used In in this Agreement, they shall be deemed to be followed by the words "without limitation". 28 The parties hereto have caused this Agreement to be duly executed signed by their respective authorized officers as of the day and year date first above writtenwritten above. 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 STEAKHOUSECOMPUTER ASSOCIATES INTERNATIONAL, 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 By:______/s/ Sanjay Kumar______________, 1998, by and between GB FOODS CORPORATION, a Delaware corporation ("Parent") and the stockholder of TIMBER LODGE STEAKHOUSE__ Name: Sanjay Kumar Title: President axx Xxxxx Xxxrating Officer TSE-TSEHESE-STAESTSE, INC. By:______/s/ Sanjay Kumar________________ Name: Sanjay Kumar Title: President CHEYENNE SOFTWARE, INC. By:______/s/ ReiJane Huai________________ Name: ReiJane Huai Title: Chairman anx Xxxxx Xxxxutive Officer ANNEX I Notwithstanding any other provision of the Offer, Parent and Merger Subsidiary shall not be required to accept for payment or pay for any Shares, and may terminate the Offer, if (i) by the expiration of the Offer, the Minimum Condition shall not have been satisfied, (ii) by the expiration of the Offer, the applicable waiting period under the HSR Act shall not have expired or been terminated, or (iii) at any time on or after October 7, 1996 and prior to the acceptance for payment of Shares pursuant to the Offer, any of the following conditions exist: (a) there shall be instituted or pending any action or proceeding by any Governmental Entity or by any other person, domestic or foreign, before any Governmental Entity or arbitrator, (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the making of the Offer, the acceptance for payment of or payment for some of or all the Shares by Parent or Merger Subsidiary or the consummation by Parent or Merger Subsidiary of the Merger, seeking to obtain material damages or otherwise directly or indirectly relating to the transactions contemplated by this Agreement, the Offer or the Merger, (ii) seeking to restrain or prohibit Parent's or Merger Subsidiary's ownership or operation (or that of their respective subsidiaries or affiliates) of all or any material portion of the business or assets of the Company and its subsidiaries, taken as a Minnesota corporation whole, or of Parent and its subsidiaries, taken as a whole, or to compel Parent or any of its subsidiaries or affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company and its subsidiaries, taken as a whole, or of Parent and its subsidiaries, taken as a whole, (the "Company"), identified iii) seeking to impose material limitations on the signature page hereto ability of Parent or any of its subsidiaries or affiliates effectively to exercise full rights of ownership of the Shares, including, without limitation, the right to vote any Shares acquired or owned by Parent or any of its subsidiaries or affiliates on all matters properly presented to the Company's stockholders, (iv) seeking to require divestiture by Parent or any of its subsidiaries or affiliates of any Shares, or (v) that otherwise, in the "Affiliate"judgment of Parent, is likely to materially adversely affect the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, or Parent and its subsidiaries, taken as a whole; provided that, in the case of any instituted or pending action or proceeding described in this subsection (a) above by a person other than a Governmental Entity, there is a substantial probability of a determination material and adverse to Parent or any of its subsidiaries or the Company or any of its subsidiaries in such action or proceeding; or (b) there shall be any action taken, or any statute, rule, regulation, injunction, order or decree proposed, enacted, enforced, promulgated, issued or deemed applicable to this Agreement, the Offer or the Merger, by any Governmental Entity or arbitrator other than the application of the waiting period provisions of the HSR Act to this Agreement, the Offer or the Merger, that, in the judgment of Parent, is likely, directly or indirectly, to result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; or (c) any change shall have occurred or been threatened (or any development shall have occurred or been threatened involving a prospective change) in the business, financial condition or results of operations of the Company or any of its subsidiaries that, in the reasonable judgment of Parent, is or is likely to have a Material Adverse Effect; or (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on the New York Stock Exchange or the American Stock Exchange, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any material limitation (whether or not mandatory) by any Governmental Entity on the extension of credit by banks or other lending institutions, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States which would reasonably be expected to have a Material Adverse Effect or prevent (or materially delay) the consummation of the Offer or (v) in the case of any of the foregoing existing at the time of commencement of the Offer, a material acceleration or worsening thereof; or (e) any Consent (other than the filing of a certificate of merger or approval by the stockholders of the Company of the Merger (if required by Delaware Law).) required to be filed, occurred or been obtained by the Company or any of its subsidiaries or Parent of any of its subsidiaries (including Merger Subsidiary) in connection with the execution and delivery of this Agreement, the Offer and the consummation of the transactions contemplated by this Agreement shall not have been filed, occurred or been obtained (other than any such Consents the failure to file, occur or obtain in the aggregate, could not reasonably be expected to (i) have a Material Adverse Effect or (ii) prevent or materially delay the consummation of the Offer or the Merger); or (f) the Company shall have breached or failed to perform in any material respect any of its covenants or agreements under this Agreement, or any of the representations and warranties of the Company set forth in this Agreement that is qualified as to materiality shall not be true when made or at any time prior to consummation of the Offer as if made at and as of such time, or any of the representations and warranties set forth in this Agreement that is not so qualified shall not be true in any material respect when made or at any time prior to the consummation of the Offer as if made at and as of such time; or (g) this Agreement shall have been terminated in accordance with its terms; or (h) the Board of Directors of the Company (or any special committee thereof) shall have withdrawn or materially modified its approval or recommendation of the Offer, the Merger or this Agreement; or (i) the Company shall have entered into, or shall have publicly announced its intention to enter into, an agreement or agreement in principle with respect to any Acquisition Proposal; which, in the sole judgment of Parent in any such case, and regardless of the circumstances (including any action or omission by Parent or Merger Subsidiary) giving rise to any such condition, makes it inadvisable to proceed with such acceptance for payment or payment. The foregoing conditions are for the sole benefit of Parent and Merger Subsidiary and may be asserted by Parent in its sole discretion regardless of the circumstances (including any action or omission by Parent or Merger Subsidiary) giving rise to any such condition or (other than the Minimum Condition) may be waived by Parent and Merger
Appears in 1 contract
Samples: Agreement and Plan of Merger (Computer Associates International Inc)
