Entire Agreement; Third Party Beneficiaries. (a) This Agreement (including the Company Disclosure Letter and the Parent Disclosure Letter) and the Confidentiality Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all other prior agreements (except that the Confidentiality Agreement shall be deemed amended hereby so that until the termination of this Agreement in accordance with Section 9.1, Parent and Purchaser shall be permitted to take the actions contemplated by this Agreement) and understandings, both written and oral, among the Parties or any of them with respect to the subject matter hereof and thereof.
Appears in 6 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Tableau Software Inc), Agreement and Plan of Merger (Salesforce Com Inc)
Entire Agreement; Third Party Beneficiaries. (a) This Agreement (including the Company Disclosure Letter and the Parent Disclosure Letter) and the Confidentiality Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all other prior agreements (except that the Confidentiality Agreement shall be deemed amended hereby so that until the termination of this Agreement in accordance with Section 9.18.1, Parent and Purchaser Merger Sub shall be permitted to take the actions contemplated by this Agreement) and understandings, both written and oral, among the Parties or any of them with respect to the subject matter hereof and thereof.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Tower Semiconductor LTD), Agreement and Plan of Merger (Zoom Video Communications, Inc.), Agreement and Plan of Merger
Entire Agreement; Third Party Beneficiaries. (a) This Agreement (including the Company Disclosure Letter and the Parent Disclosure Letter) and the Confidentiality Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all other prior agreements (except that the Confidentiality Agreement shall be deemed amended hereby so that until the termination of this Agreement in accordance with Section 9.18.1, Parent and Purchaser the Parties shall be permitted to take the actions contemplated by this Agreement) and understandings, both written and oral, among the Parties or any of them with respect to the subject matter hereof and thereof.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Towers Watson & Co.), Agreement and Plan of Merger (Willis Group Holdings PLC), Agreement and Plan of Merger (Questcor Pharmaceuticals Inc)
Entire Agreement; Third Party Beneficiaries. (a) This Agreement (including the Company Disclosure Letter and the Parent Disclosure Letter) and the Confidentiality Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all other prior agreements (except that the Confidentiality Agreement shall be deemed amended hereby so that until the termination of this Agreement in accordance with Section 9.18.1 hereof, Parent and Purchaser Merger Sub shall be permitted to take the actions contemplated by this Agreement) and understandings, both written and oral, among the Parties or any of them with respect to the subject matter hereof and thereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Warner Chilcott LTD), Agreement and Plan of Merger (Allergan Inc), Agreement and Plan of Merger (Actavis PLC)
Entire Agreement; Third Party Beneficiaries. (a) This Agreement (including the Company Disclosure Letter and the Parent Disclosure LetterSchedule) and the Confidentiality Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all other prior agreements (except that the Confidentiality Agreement shall be deemed amended hereby so that until the termination of this Agreement in accordance with Section 9.18.1 hereof, Parent and Purchaser Merger Sub shall be permitted to take the actions contemplated by this Agreement) and understandings, both written and oral, among the Parties or any of them with respect to the subject matter hereof and thereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Teleflex Inc), Agreement and Plan of Merger (Vascular Solutions Inc), Agreement and Plan of Merger (Ceres, Inc.)
Entire Agreement; Third Party Beneficiaries. (a) This Agreement (including the Company Disclosure Letter and the Parent Disclosure Letter) and the Confidentiality Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all other prior agreements (except that the Confidentiality Agreement shall be deemed amended hereby so that until the termination of this Agreement in accordance with Section 9.1, Parent and Purchaser Merger Sub shall be permitted to take the actions contemplated by this Agreement) and understandings, both written and oral, among the Parties or any of them with respect to the subject matter hereof and thereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (U.S. Concrete, Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger (Ca, Inc.)
Entire Agreement; Third Party Beneficiaries. (a) This Agreement (including the Company Disclosure Letter and the Parent Disclosure Letter) and the Confidentiality Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all other prior agreements (except that the Confidentiality Agreement shall be deemed amended hereby so that until the termination of this Agreement in accordance with Section 9.16.1 hereof, Parent and Purchaser shall be permitted to take the actions contemplated by this Agreement) and understandings, both written and oral, among the Parties or any of them with respect to the subject matter hereof and thereof.
Appears in 3 contracts
Samples: Tender Offer Agreement (Borr Drilling LTD), Tender Offer Agreement (Borr Drilling LTD), Offer Agreement
Entire Agreement; Third Party Beneficiaries. (a) This Agreement (including the Company Disclosure Letter and the Parent Disclosure Letter) and the Confidentiality Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all other prior agreements (except that the Confidentiality Agreement shall be deemed amended hereby so that until the termination of this Agreement in accordance with Section 9.18.1, Parent and Purchaser Merger Sub shall be permitted to take the actions contemplated by this Agreement) and understandings, both written and oral, among the Parties or any of them with respect to the subject matter hereof and thereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aviv Reit, Inc.), Agreement and Plan of Merger (Omega Healthcare Investors Inc)
Entire Agreement; Third Party Beneficiaries. (a) This Agreement (including the Company Disclosure Letter and the Parent Disclosure Letter) and the Confidentiality Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all other prior agreements (except that the Confidentiality Agreement shall be deemed amended hereby so that until the termination of this Agreement in accordance with Section 9.19.1 hereof, Parent and Purchaser shall be permitted to take the actions contemplated by this Agreement) and understandings, both written and oral, among the Parties or any of them with respect to the subject matter hereof and thereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Annaly Capital Management Inc), Agreement and Plan of Merger (Hatteras Financial Corp)
Entire Agreement; Third Party Beneficiaries. (a) This Agreement (including the Company Disclosure Letter, the Parent Disclosure Letter and the Parent Disclosure Letterother documents and instruments referred to herein or delivered pursuant hereto) and the Confidentiality Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all other prior agreements (except that the Confidentiality Agreement shall be deemed amended hereby so that until the termination of this Agreement in accordance with Section 9.1Article VIII hereof, Parent and Purchaser Merger Sub shall be permitted to take the actions contemplated by this Agreement) and understandings, both written and oral, among the Parties or any of them with respect to the subject matter hereof and thereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Apollo Commercial Real Estate Finance, Inc.), Agreement and Plan of Merger (Apollo Residential Mortgage, Inc.)
Entire Agreement; Third Party Beneficiaries. (a) This Agreement (including the Company Disclosure Letter and the Parent Disclosure Letter) and the Confidentiality Agreement Agreements constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all other prior agreements (except that the Confidentiality Agreement Agreements shall be deemed amended hereby so that until the termination of this Agreement in accordance with Section 9.18.1, Parent and Purchaser the Parties shall be permitted to take the actions contemplated by this Agreement) and understandings, both written and oral, among the Parties or any of them with respect to the subject matter hereof and thereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Waste Connections, Inc.), Agreement and Plan of Merger (Progressive Waste Solutions Ltd.)
Entire Agreement; Third Party Beneficiaries. (a) This Agreement (including the Company Disclosure Letter and the Parent Disclosure Letter) and the Confidentiality Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all other prior agreements (except that the Confidentiality Agreement shall be deemed amended hereby so that until the termination of this Agreement in accordance with Section 9.19.1 hereof, Parent and Purchaser Acquisition Sub shall be permitted to take the actions contemplated by this Agreement) and understandings, both written and oral, among the Parties or any of them with respect to the subject matter hereof and thereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (On Semiconductor Corp), Agreement and Plan of Merger (Fairchild Semiconductor International Inc)
Entire Agreement; Third Party Beneficiaries. (a) This Agreement (including the Company Disclosure Letter and the Parent Disclosure Letter) and the Confidentiality Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all other prior agreements (except that the Confidentiality Agreement shall be deemed amended hereby so that until the termination of this Agreement in accordance with Section 9.19.1 hereof, Parent and Purchaser the Parties shall be permitted to take the actions contemplated by this Agreement) and understandings, both written and oral, among the Parties or any of them with respect to the subject matter hereof and thereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chambers Street Properties), Agreement and Plan of Merger (Gramercy Property Trust Inc.)
Entire Agreement; Third Party Beneficiaries. (a) This Agreement (including the Company Disclosure Letter and the Parent Disclosure Letter) and the Confidentiality Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all other prior agreements (except that the Confidentiality Agreement shall be deemed amended hereby so that until the termination of this Agreement in accordance with Section 9.18.1, Parent Parent, Merger Sub and Purchaser the Company shall be permitted to take the actions contemplated by this Agreement) and understandings, both written and oral, among the Parties or any of them with respect to the subject matter hereof and thereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Capri Holdings LTD), Agreement and Plan of Merger (Tapestry, Inc.)
Entire Agreement; Third Party Beneficiaries. (a) This Agreement (including the Company Disclosure Letter and the Parent Disclosure Letter) and the Confidentiality Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all other prior agreements (except that the Confidentiality Agreement shall be deemed amended hereby so that until the termination of this Agreement in accordance with Section 9.19.1 hereof, Parent and Purchaser shall be permitted to take the actions contemplated by this Agreement) and understandings, both written and oral, among the Parties or any of them with respect to the subject matter hereof and thereof.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Expedia, Inc.), Agreement and Plan of Reorganization (Homeaway Inc)
Entire Agreement; Third Party Beneficiaries. (a) This Agreement (including the Company Disclosure Letter and the Parent Disclosure Letter) ), the Voting Agreement and the Confidentiality Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all other prior agreements (except that the Confidentiality Agreement shall be deemed amended hereby so that until the termination of this Agreement in accordance with Section 9.18.1 hereof, Parent and Purchaser Merger Sub shall be permitted to take the actions contemplated by this Agreement) and understandings, both written and oral, among the Parties or any of them with respect to the subject matter hereof and thereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kythera Biopharmaceuticals Inc), Agreement and Plan of Merger (Allergan PLC)
Entire Agreement; Third Party Beneficiaries. (a) This Agreement (including the Company Disclosure Letter and the Parent Disclosure Letter) and the Confidentiality Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all other prior agreements (except that the Confidentiality Agreement shall be deemed amended hereby so that until the termination of this Agreement in accordance with Section 9.19.1 hereof, Parent and Purchaser the Merger Subs shall be permitted to take the actions contemplated by this Agreement) and understandings, both written and oral, among the Parties or any of them with respect to the subject matter hereof and thereof.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (AbbVie Inc.), Agreement and Plan of Reorganization (Pharmacyclics Inc)
Entire Agreement; Third Party Beneficiaries. (a) This Agreement (including the Company Disclosure Letter and the Parent Disclosure Letter) and the Confidentiality Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all other prior agreements (except that the Confidentiality Agreement shall be deemed amended hereby so that until the termination of this Agreement in accordance with Section 9.18.1, Parent and Purchaser the Merger Subs shall be permitted to take the actions contemplated by this Agreement) and understandings, both written and oral, among the Parties or any of them with respect to the subject matter hereof and thereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Kla Tencor Corp)
Entire Agreement; Third Party Beneficiaries. (a) This Agreement (including the Company Disclosure Letter and the Parent Disclosure Letter) and the Confidentiality Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all other prior agreements (except that the Confidentiality Agreement shall be deemed amended hereby so that until the termination of this Agreement in accordance with Section 9.18.1, Parent Parent, Merger Sub I and Purchaser Merger Sub II shall be permitted to take the actions contemplated by this Agreement) and understandings, both written and oral, among the Parties or any of them with respect to the subject matter hereof and thereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (SALESFORCE.COM, Inc.)
Entire Agreement; Third Party Beneficiaries. (a) This Agreement (including the Company Disclosure Letter and the Parent Broadcom Disclosure Letter) and the Confidentiality Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all other prior agreements (except that the Confidentiality Agreement shall be deemed amended hereby so that until the termination of this Agreement in accordance with Section 9.18.1, Parent and Purchaser the Parties shall be permitted to take the actions contemplated by this Agreement) and understandings, both written and oral, among the Parties or any of them with respect to the subject matter hereof and thereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Broadcom Cayman L.P.)
Entire Agreement; Third Party Beneficiaries. (a) This Agreement (including the Company Disclosure Letter and Letter, the Parent Disclosure LetterLetter and Annex I) and the Confidentiality Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all other prior agreements (except that the Confidentiality Agreement shall be deemed amended hereby so that until the termination of this Agreement in accordance with Section 9.19.1 hereof, Parent and Purchaser Merger Sub shall be permitted to take the actions contemplated by this Agreement) and understandings, both written and oral, among the Parties or any of them with respect to the subject matter hereof and thereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Repros Therapeutics Inc.)
Entire Agreement; Third Party Beneficiaries. (a) This Agreement (including the Company Disclosure Letter and the Parent Disclosure Letter) and the Confidentiality Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all other prior agreements (except that the Confidentiality Agreement shall be deemed amended hereby so that until the termination of this Agreement in accordance with Section 9.1, Parent and Purchaser the Parent Merger Subs shall be permitted to take the actions contemplated by this Agreement) and understandings, both written and oral, among the Parties or any of them with respect to the subject matter hereof and thereof.
Appears in 1 contract
Entire Agreement; Third Party Beneficiaries. (a) This Agreement (including the Company Disclosure Letter and the Parent Disclosure Letter) and the Confidentiality Agreement constitute the entire agreement among the Parties parties with respect to the subject matter hereof and thereof and supersede all other prior agreements (except that the Confidentiality Agreement shall be deemed amended hereby so that until the termination of this Agreement in accordance with Section 9.18.1 hereof, Parent and Purchaser shall be permitted to take the actions action contemplated by this Agreement) and understandings, both written and oral, among the Parties parties or any of them with respect to the subject matter hereof and thereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Patient Safety Technologies, Inc)
Entire Agreement; Third Party Beneficiaries. (a) This Agreement (including the Company Disclosure Letter and the Parent DLR Disclosure Letter) and the Confidentiality Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all other prior agreements (except that the Confidentiality Agreement shall be deemed amended hereby so that until the termination of this Agreement in accordance with Section 9.18.1 hereof, Parent DLR and Purchaser DLR OP shall be permitted to take the actions contemplated by this Agreement) and understandings, both written and oral, among the Parties or any of them with respect to the subject matter hereof and thereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dupont Fabros Technology, Inc.)
