Common use of Entire Agreement; Counterparts; Exchanges by Facsimile Clause in Contracts

Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement, the Merger Agreement, the Ancillary Agreements and the Confidentiality Agreement, including the exhibits and schedules hereto and thereto and the other agreements referred to herein and therein shall constitute the entire agreement and shall supersede all prior agreements and understandings, both written and oral, among or between any of the Parties with respect to the subject matter hereof and thereof. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile or electronic transmission shall be sufficient to bind the Parties to the terms and conditions of this Agreement.

Appears in 6 contracts

Samples: Separation and Distribution Agreement (Rexnord Corp), Employee Matters Agreement (Rexnord Corp), Employee Matters Agreement (Regal Beloit Corp)

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Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement, the Merger Agreement, the Ancillary Agreements Agreement and the Confidentiality Separation and Distribution Agreement, including the exhibits Exhibits and schedules hereto and Schedules thereto and the other agreements referred to herein and therein therein, shall constitute the entire agreement and shall supersede all prior agreements and understandings, both written and oral, among or between any of the Parties with respect to the subject matter hereof and thereof. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile or electronic transmission shall be sufficient to bind the Parties to the terms and conditions of this Agreement.

Appears in 2 contracts

Samples: Employee Matters Agreement (Ecolab Inc.), Employee Matters Agreement (Apergy Corp)

Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement, the Merger Agreement, the Ancillary Agreements and the Confidentiality Agreement, including the exhibits and schedules hereto and thereto Agreement and the other agreements referred to herein and therein shall in this Agreement constitute the entire agreement and shall supersede all prior agreements and understandings, both written and oral, among or between any of the Parties with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement shall not be superseded and shall remain in full force and effect in accordance with its terms. This Agreement may be executed by means of electronic signatures and electronic transmission, and in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all Parties by facsimile or electronic transmission shall be sufficient to bind the Parties to the terms and conditions of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Adamis Pharmaceuticals Corp), Agreement and Plan of Merger and Reorganization (Adamis Pharmaceuticals Corp)

Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement, the Merger Distribution Agreement, the Ancillary Agreements other Transaction Documents and the Confidentiality Agreement, Agreement including the schedules, exhibits and schedules amendments hereto and thereto and the other agreements referred to herein and therein shall together constitute the entire agreement and shall supersede all prior agreements and understandings, both written and oral, among or between any of the Parties parties with respect to the subject matter hereof and thereof. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile or electronic transmission shall be sufficient to bind the Parties parties to the terms and conditions of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Ecolab Inc.), Agreement and Plan of Merger and Reorganization (Apergy Corp)

Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement, the Merger Agreement, the Ancillary Agreements and the Confidentiality Agreement, including the exhibits and schedules hereto and thereto Agreement and the other agreements referred to herein and therein shall in this Agreement constitute the entire agreement and shall supersede all prior agreements and understandings, both written and oral, among or between any of the Parties with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement shall not be superseded and shall remain in full force and effect in accordance with its terms. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all Parties by facsimile or other electronic transmission shall be sufficient to bind the Parties to the terms and conditions of this Agreement.

Appears in 2 contracts

Samples: Share Exchange Agreement (Farm Lands of Africa, Inc.), Share Exchange Agreement (Islet Sciences, Inc)

Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement, the Merger Agreement, the Ancillary Agreements and the Confidentiality Agreement, including the exhibits and schedules hereto and thereto Agreement and the other agreements referred to herein and therein shall in this Agreement constitute the entire agreement and shall supersede all prior agreements and understandings, both written and oral, among or between any of the Parties parties with respect to the subject matter hereof and thereof; provided, however, that Sections 1 through 9 and Section 12 of the Confidentiality Agreement shall not be superseded and shall remain in full force and effect in accordance with their terms. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile or electronic transmission shall be sufficient to bind the Parties parties to the terms and conditions of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Mikohn Gaming Corp), Agreement and Plan of Merger and Reorganization (Virtgame Com Corp)

Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement, the Merger Agreement, the Ancillary Agreements and the Confidentiality Agreement, including the exhibits and schedules hereto and thereto Agreement and the other agreements referred to herein and therein shall in this Agreement constitute the entire agreement and shall supersede all prior agreements and understandings, both written and oral, among or between any of the Parties parties with respect to the subject matter hereof and thereof; provided, however, that sections 1 through 8 and sections 9 through 19 of the Confidentiality Agreement shall not be superseded and shall remain in full force and effect in accordance with their terms. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile or electronic transmission shall be sufficient to bind the Parties parties to the terms and conditions of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Avalon Pharmaceuticals Inc), Agreement and Plan of Merger and Reorganization (Clinical Data Inc)

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Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement, the Merger Agreement, the Ancillary Agreements and the Confidentiality Agreement, including the exhibits and schedules hereto and thereto Agreement and the other agreements referred to herein and therein shall in this Agreement constitute the entire agreement and shall supersede all prior agreements and understandings, both written and oral, among or between any of the Parties with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement shall not be superseded and shall remain in full force and effect in accordance with its terms. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all Parties by facsimile or electronic transmission shall be sufficient to bind the Parties to the terms and conditions of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Replidyne Inc)

Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement, the Merger Agreement, the Ancillary Agreements and the Confidentiality Agreement, including the exhibits and schedules hereto and thereto Agreement and the other agreements referred to herein and therein shall in this Agreement constitute the entire agreement and shall supersede all prior agreements and understandings, both written and oral, among or between any of the Parties and the Holders with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement shall not be superseded and shall remain in full force and effect in accordance with its terms. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all Parties and Holders by facsimile or electronic transmission in .PDF format shall be sufficient to bind the Parties and the Holders to the terms and conditions of this Agreement.

Appears in 1 contract

Samples: Exchange Agreement (Vital Therapies Inc)

Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement, the Merger Agreement, the Ancillary Agreements and the Confidentiality Agreement, including the exhibits and schedules hereto and thereto and the other agreements referred to herein and therein shall in this Agreement constitute the entire agreement and shall supersede all prior agreements and understandings, both written and oral, among or between any of the Parties with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement shall not be superseded and shall remain in full force and effect in accordance with its terms. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all Parties by facsimile or electronic transmission shall be sufficient to bind the Parties to the terms and conditions of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nitromed Inc)

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