Effect on Merger Agreement Clause Samples
The "Effect on Merger Agreement" clause defines how a particular event, action, or agreement impacts the terms and enforceability of an existing merger agreement between parties. Typically, this clause clarifies whether the merger agreement remains in full force, is amended, or is terminated as a result of new developments, such as the signing of a side agreement or the occurrence of a triggering event. For example, it may specify that certain provisions survive or that the merger agreement is superseded by a new arrangement. Its core practical function is to ensure all parties understand the status and continued applicability of the merger agreement in light of subsequent actions, thereby preventing confusion or disputes over contractual obligations.
Effect on Merger Agreement. Except as otherwise specifically provided herein, the Merger Agreement shall not be amended but shall remain in full force and effect.
Effect on Merger Agreement. Other than as specifically set forth herein, all other terms and provisions of the Merger Agreement shall remain unaffected by the terms of this Amendment, and shall continue in full force and effect.
Effect on Merger Agreement. On and after the date of this Amendment, each reference in the Merger Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of like import referring to the Merger Agreement shall mean and be a reference to the Merger Agreement as amended by this Amendment. Except as specifically amended by this Amendment, the Merger Agreement shall remain in full force and effect and is hereby ratified and confirmed.
Effect on Merger Agreement. Except as set forth in this Amendment, the terms and provisions of the Merger Agreement are hereby ratified and declared to be in full force and effect.
Effect on Merger Agreement. Except as otherwise expressly amended herein, the Merger Agreement shall remain in full force and effect. All references in any document or agreement to the Merger Agreement shall refer to the Merger Agreement, as amended hereby.
Effect on Merger Agreement. The provision of services by Hanover to OEC pursuant to this Agreement shall not be deemed a default or breach of the Merger Agreement and OEC shall not be in default or breach of any of its obligations under the Merger Agreement due to any action taken by Hanover pursuant to this Agreement. The compensation and other amounts to be paid by OEC to Hanover pursuant to this Agreement shall not be deemed a default or a breach of the Merger Agreement and OEC shall not be deemed to be in breach or default due to such payment (even if such payments cause OEC to be in noncompliance with any financial or loan covenant).
Effect on Merger Agreement. The foregoing amendment and agreement are given solely in respect of the transactions described herein. Except as expressly set forth herein, all of the terms, conditions, obligations, covenants and agreements of the Merger Agreement shall continue in full force and effect after the execution of this Amendment, and shall not be in any way amended, changed, modified or superseded by the terms set forth herein. This Amendment shall form a part of the Merger Agreement for all purposes, and each Party shall be bound hereby. From and after the execution of this Amendment by the Parties, any reference to the Merger Agreement shall be deemed a reference to the Merger Agreement as amended hereby, including for purposes of Section 9.5 of the Merger Agreement. In furtherance and not in limitation of the foregoing, each of Parent and Merger Sub agrees that in no event will:
(a) in each case, in connection with, arising out of or resulting from this Amendment, the Company be required to:
(i) amend, change, modify or update the Company Disclosure Letter;
(ii) except with respect to any internal Company approvals required to approve and authorize this Amendment, obtain any consent, waiver, approval, order or authorization; or
(iii) except with respect to any filings required to be made with the SEC with respect to this Amendment, make any registration, declaration or filing;
(i) this Amendment or anything relating to, arising out of or resulting from this Amendment be taken into account for purposes of determining whether or not any (A) condition set forth in Article VII of the Merger Agreement has been satisfied or (B) right of termination has arisen under Article VIII of the Merger Agreement or (ii) any Effect relating to, arising out of or resulting from this Amendment (in each case, by itself or when aggregated with any other Effect) be deemed to be or constitute a Company Material Adverse Effect or be taken into account when determining whether a Company Material Adverse Effect has occurred or may, would or could occur; or
(c) this Amendment or anything relating to, arising out of or resulting from this Amendment give rise to any liability of the Company or any Subsidiary of the Company. Notwithstanding anything to the contrary in this Amendment, the date of the Merger Agreement, as amended hereby, will in all instances remain as August 7, 2019, and references in the Merger Agreement to “the date first written above,” “the date of this Agreement,” “the date hereof”...
Effect on Merger Agreement. The terms of this Fourth Amendment shall revive the Merger Agreement retroactively as of August 7, 1997, and shall amend, modify, and supersede any contrary or inconsistent terms in the Merger Agreement, provided, however, there shall be no breach of any covenants contained in the Merger Agreement by the parties thereto solely for any actions of the parties from the
Effect on Merger Agreement. This Plan of Merger is intended to be the plan of merger for the Parent Merger as required by the ABNEC, AREITL and TBCA and has been executed pursuant to and in accordance with the Merger Agreement for the purpose of effecting the Parent Merger in accordance with the laws of Alabama and Tennessee. The parties to the Merger Agreement shall continue to be bound by the terms and conditions of the Merger Agreement, except that if the terms of this Plan of Merger are in conflict with any of the terms of the Merger Agreement, the terms of this Plan of Merger shall govern to the extent of such conflict.
Effect on Merger Agreement. On and after the date of this Fourth Amendment each reference in the Merger Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import referring to the Merger Agreement shall mean and be a reference to the Merger Agreement, as amended by this Fourth Amendment. Except as specifically amended by this Fourth Amendment, the Merger Agreement shall remain in full force and effect and is hereby ratified and confirmed.