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Exhibit Description Sample Clauses

Exhibit DescriptionExhibit A-1 Form of Purchaser Support Agreement Exhibit A-2 Form of Seller Support Agreement Exhibit B-1 Form of Purchaser Lock-Up Agreement Exhibit B-2 Form of Seller Lock-Up Agreement Exhibit C-1 Form of Series A Certificate of Designation Exhibit C-2 Form of Series B Certificate of Designation Exhibit D Form of Amended Delaware Sub Bylaws Exhibit E Form of Intercompany Loan Exhibit F Form of Purchaser Loan This Second Amended and Restated Agreement and Plan of Merger (this “Agreement”) is made and entered into as of October 6, 2022 by and among (i) MICT, Inc., a Delaware corporation (together with its successors, the “Purchaser”), (ii) Xxxxxx Xxxxxx, an individual, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iii) Tingo, Inc., a Nevada corporation (the “Seller”), and (iv) Dozy Mmobuosi, an individual, in the capacity as the representative for the Seller in accordance with the terms and conditions of this Agreement (the “Seller Representative”). The Purchaser, Delaware Sub (as defined below) (with respect to periods after the Delaware Sub Joinder Date (as defined below)), BVI Sub (as defined below) (with respect to periods after the BVI Sub Joinder Date (as defined below)), the Purchaser Representative, the Seller, the Seller Representative and the Company (as defined below) (with respect to periods from and after the Company Joinder Date (as defined below)) are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
Exhibit Description. 2.1 Form of Services Agreement 2.2 Form of Tax AllocationAgreement 2.3 Forms of License Agreements
Exhibit Description. Exhibit 2.2(b)(ii) Certification of Trust of Rxxxxx Xxxxxxxxx, as trustee of the Trust
Exhibit DescriptionExhibit A Form of Voting Agreement Exhibit B Form of Lock-Up Agreement Exhibit C Form of Non-Competition Agreement Exhibit D Form of Founder Share Letter This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of August 7, 2023 by and among (i) Artemis Strategic Investment Corporation, a Delaware corporation (together with its successors (as defined below), the “Purchaser”), (ii) ASIC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Artemis Sponsor, LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Stockholders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) Sxxxx Xxxxxxxx, an individual, in the capacity as the representative from and after the Effective Time for the Company Stockholders (as defined below) as of immediately prior to the Effective Time in accordance with the terms and conditions of this Agreement (the “Seller Representative”), and (v) Danam Health, Inc., a Delaware corporation (the “Company”). The Purchaser, Merger Sub, the Purchaser Representative, the Seller Representative and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
Exhibit DescriptionProgram Property, Third Party Software and Data; Additional Terms and Billing Information D-2 Sample Project Plan D-3 Post-Live Activity Credit D-4 Epic’s Current Standard Hourly Rates D-5 Business Associate Exhibit D-6 Epic’s Support Policies D-7 Epic Error Correction Services Addendum Care Everywhere Addendum Addendum Carequality Addendum Addendum Cosmos Addendum Addendum Epic Cognitive Computing Addendum Addendum Payer Platform Addendum Addendum Customized MyChart Addendum Addendum InterSystems Software Addendum: Terms of InterSystems Sublicense Addendum SQL Addendum: Terms of KB Systems’ KB_SQL Sublicense Addendum CPT Addendum Addendum ACC-NCDR® Registry Communication Module Addendum [Item Name] $xxxx [Standard product-specific comments] [Item Name] $xxxx [Standard product-specific comments] [Item Name] $xxxx [Standard product-specific comments] [Item Name] $xxxx [Standard product-specific comments] [Item Name] $xxxx [Standard product-specific comments] [Item Name] $xxxx [Standard product-specific comments] [Item Name] $xxxx [Standard product-specific comments] [Item Name] $xxxx [Standard product-specific comments] [Item Name] $xxxx [Standard product-specific comments] [Item Name] $xxxx [Standard product-specific comments] [Item Name] $xxxx [Standard product-specific comments] [Item Name] $xxxx [Standard product-specific comments] [Item Name] $xxxx [Standard product-specific comments] [Item Name] $xxxx [Standard product-specific comments] [Item Name] $xxxx [Standard product-specific comments] [Item Name] $xxxx [Standard product-specific comments] [Item Name] $xxxx [Standard product-specific comments] [Item Name] $xxxx [Standard product-specific comments] [Item Name] $xxxx [Standard product-specific comments] [Item Name] $xxxx [Standard product-specific comments] [Item Name] $xxxx [Standard product-specific comments] [Item Name] $xxxx [Standard product-specific comments] [Item Name] $xxxx [Standard product-specific comments] [Item Name] $xxxx [Standard product-specific comments] [Item Name] $xxxx [Standard product-specific comments] [Item Name] $xxxx [Standard product-specific comments] [Item Name] $xxxx [Standard product-specific comments] [Item Name] $xxxx [Standard product-specific comments] [Item Name] $xxxx [Standard product-specific comments] [Item Name] $xxxx [Standard product-specific comments] [Item Name] $xxxx [Standard product-specific comments] [Item Name] $xxxx [Standard product-specific comments] [Item Name] $xxxx [Standard product-specifi...
Exhibit DescriptionAsset Exchange Agreement, dated April 20, 1999, among InterMedia Partners Southeast, Charter Communications, LLC, Charter Communications Properties, LLC, and Marcus Cable Associates, L.L.C. (Incorporated by reference to Amendment No. 2 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on June 22, 1999 (File No. 333-77499)) 2.6(d)(i) Amendment to Asset Exchange Agreement, made as of October 1, 1999, by and among InterMedia Partners Southeast and Charter Communications, LLC, Charter Communications Properties, LLC and Marcus Cable Associates, L.L.C. (Incorporated by reference to Amendment No. 3 to the registration statement on Form S-1 of Charter Communications, Inc. filed on October 18, 1999 (File No. 333-83887)) 2.6(e) Asset Exchange Agreement, dated April 20, 1999, among InterMedia Partners, a California Limited Partnership, Brenmor Cable Partners, L.P. and Xxxxx Media Group, Inc. (Incorporated by reference to Amendment No. 2 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on June 22, 1999 (File No. 333-77499)) 2.6(f) Common Agreement, dated April 20, 1999, between InterMedia Partners, InterMedia Partners Southeast, InterMedia Partners of West Tennessee, L.P., InterMedia Capital Partners IV, L.P., InterMedia Partners IV, L.P., Brenmor Cable Partners, L.P., TCID IP-V, Inc., Charter Communications, LLC, Charter Communications Properties, LLC, Marcus Cable Associates, L.L.C. and Charter RMG, LLC (Incorporated by reference to Amendment No. 3 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on July 2, 1999 (File No. 333-77499)) (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.)
Exhibit Description. A Assignment and Assumption Agreement B Xxxx of Sale C Buyer's Closing Certificate D Escrow Agreement E Seller's Closing Certificate F Employment Agreement with Xxxx Xxxxxx G Form of Employment Agreement with Phantom Shareholders H Closing Net Working Capital Worksheet I Note J General Release and Covenant Not to Xxx ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT, made as of October 13, 1995 by and among Cadmus Communications Corporation, a Virginia corporation ("Cadmus"), Software Acquisition Subsidiary, Inc., a Virginia corporation ("Buyer") and wholly-owned subsidiary of Cadmus, The Software Factory, Inc., a Georgia corporation ("Seller"), Xxxxxxx X. Xxxxxx, the sole shareholder of Seller ("Shareholder"), and Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxx, Xxxxx X. Xxxxx, and Xxxxxxx Xxxxx Xxxxxxx (collectively, "Phantom Shareholders"), provides as follows:
Exhibit Description. A Form of No-Action Request Schedule Description -------- -----------
Exhibit Description. Exhibit 1.1(a) Accounting Policies