Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter and the Parent Disclosure Letter (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement; and (b) are not intended to confer upon any other person any rights or remedies hereunder.
Appears in 4 contracts
Samples: Merger Agreement (One2one Living Corp), Merger Agreement (Terra Tech Corp.), Merger Agreement (Soefl Inc.)
Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter and the Parent Disclosure Letter Voting Agreements and other Exhibits hereto (ai) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement; Agreement and (bii) are not intended to confer upon any other person Person any rights or remedies hereunder, except as specifically provided, following the Effective Time, in Section 5.11.
Appears in 4 contracts
Samples: Merger Agreement (Sun Microsystems, Inc.), Merger Agreement (Storage Technology Corp), Merger Agreement (Sun Microsystems, Inc.)
Entire Agreement; Third Party Beneficiaries. This Agreement Agreement, its Exhibits and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter and the Parent Disclosure Letter (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement; and (b) are not intended to confer upon any other person any rights or remedies hereunder, except as specifically provided in Section 1.12 and in Section 5.11.
Appears in 4 contracts
Samples: Merger Agreement (Gayranovic Kenneth), Merger Agreement (Micron Electronics Inc), Merger Agreement (Micron Technology Inc)
Entire Agreement; Third Party Beneficiaries. This Agreement and the documents all exhibits and instruments and other agreements among the parties hereto as contemplated by or referred to hereinattachments hereto, including the Company Disclosure Letter and Letter, the Parent Disclosure Letter Letter, the Voting Agreements, the Confidentiality Agreement and the Tax Representation Letters (ai) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement; Agreement and (bii) are not intended to confer upon any other person Person any rights or remedies hereunder, except as specifically provided, following the Effective Time, in Section 5.11.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Visual Sciences, Inc.), Agreement and Plan of Reorganization (Omniture, Inc.), Agreement and Plan of Reorganization (Omniture, Inc.)
Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter and the Parent Disclosure Letter (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement; Agreement and (b) are not intended to confer upon any other person Person any rights or remedies hereunder, except as specifically provided, following the Effective Time, in Section 5.10.
Appears in 3 contracts
Samples: Merger Agreement, Agreement and Plan of Reorganization (Brocade Communications Systems Inc), Agreement and Plan of Reorganization (McData Corp)
Entire Agreement; Third Party Beneficiaries. This Agreement and the ------------------------------------------- documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter and the Parent Disclosure Letter (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement; and (b) are not intended to confer upon any other person any rights or remedies hereunder, except as specifically provided in Section 5.12.
Appears in 2 contracts
Samples: Merger Agreement (Egghead Com Inc), Merger Agreement (Onsale Inc)
Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Seller Disclosure Letter and the Parent Buyer Disclosure Letter Letter, (ai) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement; Agreement and (bii) are not intended to confer upon any other person Person any rights or remedies hereunder, except as specifically provided, following the Closing, in Sections 9.1 and 9.2.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Marvell Technology Group LTD), Asset Purchase Agreement (Qlogic Corp)
Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter and the Parent Disclosure Letter (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement; Agreement and (b) are not intended to confer upon any other person Person any rights or remedies hereunder, except as specifically provided, following the Effective Time, in Section 6.05.
Appears in 2 contracts
Samples: Merger Agreement (Globalive Communications Corp.), Merger Agreement (Yak Communications Inc)
Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter and the Parent Disclosure Letter (ai) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement; Agreement and (bii) are not intended to confer upon any other person Person any rights or remedies hereunder, except as specifically provided, following the Effective Time, in Section 5.10.
Appears in 2 contracts
Samples: Merger Agreement (Probusiness Services Inc), Merger Agreement (Automatic Data Processing Inc)
Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter and the Parent Disclosure Letter Letter, (ai) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement; Agreement and (bii) are not intended to confer upon any other person Person any rights or remedies hereunder., except as specifically provided in Section 5.11 following the Effective Time of Merger I.
Appears in 2 contracts
Samples: Merger Agreement (Aclara Biosciences Inc), Agreement and Plan of Merger and Reorganization (Virologic Inc)
Entire Agreement; Third Party Beneficiaries. This Agreement Agreement, its Exhibits and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter and the Parent Disclosure Letter (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement; and (b) are not intended to confer upon any other person any rights or remedies hereunder, except as specifically provided in Section 5.11.
Appears in 2 contracts
Samples: Merger Agreement (Eclipsys Corp), Merger Agreement (Network Solutions Inc /De/)
Entire Agreement; Third Party Beneficiaries. This Agreement and the documents all exhibits and instruments and other agreements among the parties hereto as contemplated by or referred to hereinattachments hereto, including the Certificate of Designations, Exchange Agreement, Company Disclosure Letter, Parent Disclosure Letter and the Parent Disclosure Letter Confidentiality Agreement, (ai) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement; Agreement and (bii) are not intended to confer upon any other person Person any rights or remedies hereunder.
Appears in 2 contracts
Samples: Merger Agreement (Medicinova Inc), Merger Agreement (Avigen Inc \De)
Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter and the Parent Disclosure Letter (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement; and (b) are not intended to confer upon any other person any rights or remedies hereunder, except as specifically provided in Section 5.10.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Sawtek Inc \Fl\), Merger Agreement (Triquint Semiconductor Inc)
Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter and the Parent Disclosure Letter (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood agreed that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement; and (b) are not intended to confer upon any other person any rights or remedies hereunder, except as specifically provided in Sections 5.10 or 5.
Appears in 1 contract
Samples: Merger Agreement (At Home Corp)
Entire Agreement; Third Party Beneficiaries. This Agreement and the ------------------------------------------- documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter and the Parent Disclosure Letter (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood agreed that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement; and (b) are not intended to confer upon any other person any rights or remedies hereunder, except as specifically provided in Sections 5.10 or 5.
Appears in 1 contract
Samples: Merger Agreement (Imall Inc)
Entire Agreement; Third Party Beneficiaries. This Agreement Agreement, its Exhibits and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Voting Agreements, the Company Disclosure Letter and the Parent Disclosure Letter (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement; and (b) are not intended to create any third party beneficiaries or confer upon any other person any rights or remedies hereunderhereunder (including under Section 5.9), except as specifically provided in Section 5.10.
Appears in 1 contract
Samples: Merger Agreement (Tangram Enterprise Solutions Inc)
Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter and the Parent Disclosure Letter (ai) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement; Agreement and (bii) are not intended to confer upon any other person Person any rights or remedies hereunder, except as specifically provided, following the Effective Time, in Section 5.11.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Speechworks International Inc)
Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Seller Disclosure Letter and the Parent Disclosure Letter (ai) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement Agreements shall continue in full force and effect until the Closing and shall survive any termination of this Agreement; and (bii) are not intended to confer upon any other person any rights or remedies hereunder.
Appears in 1 contract
Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto Parties as contemplated by or referred to herein, including the Company Disclosure Letter and the Parent Disclosure Letter (a) constitute the entire agreement among the parties Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties Parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement; and (b) are not intended to confer upon any other person any rights or remedies hereunder.
Appears in 1 contract
Entire Agreement; Third Party Beneficiaries. This Agreement Agreement, its Exhibits and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter and the Parent Disclosure Letter (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement; and (b) are not intended to confer upon any other person any rights or remedies hereunder, except as specifically provided in Section 5.10.
Appears in 1 contract
Samples: Merger Agreement (Macromedia Inc)
Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter and the Parent Disclosure Letter Voting Agreements (ai) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement; Agreement and (bii) are not intended to confer upon any other person Person any rights or remedies hereunder, except as specifically provided, following the Effective Time, in Section 5.11.
Appears in 1 contract
Samples: Merger Agreement (Tarantella Inc)
Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter and the Parent Disclosure Letter (ai) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement; Agreement and (bii) are not intended to confer upon any other person Person any rights or remedies hereunder, except as specifically provided, following the Effective Time, in Section 6.11.
Appears in 1 contract
Samples: Merger Agreement (Acxiom Corp)
Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter and the Parent Disclosure Letter Letter, (ai) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement; Agreement and (bii) are not intended intended, whether express or implied, to confer upon any other person Person any rights legal or equitable rights, benefits or remedies hereunder, except as specifically provided, following the Effective Time, in Section 5.10.
Appears in 1 contract
Samples: Merger Agreement (Coherent Inc)
Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Sellers Disclosure Letter and the Parent Buyer Disclosure Letter (ai) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until and shall survive the Closing and shall survive any termination of this Agreement; Agreement and (bii) are not intended to confer upon any other person Person any rights or remedies hereunder, except as specifically provided, following the Closing, in Section 6.7.
Appears in 1 contract
Samples: Asset Purchase Agreement (Water Pik Technologies Inc)
Entire Agreement; Third Party Beneficiaries. This Agreement Agreement, its Exhibits and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Letter and the Parent Disclosure Letter (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement; and (b) are not intended to confer upon any other person any rights or remedies hereunder, other than the Continuing Directors, except as specifically provided in Section 6.13.
Appears in 1 contract
Samples: Merger Agreement (E Trade Group Inc)
