FLYCAST MERGER AGREEMENT Sample Clauses

FLYCAST MERGER AGREEMENT. CMGI has provided to Buyer true and complete copies of (i) the Agreement and Plan of Merger by and among CMGI, Freemont Corporation and Flycast, dated as of September 29, 1999 (the "Flycast Merger Agreement"), (ii) the Disclosure Schedules pertaining to the Flycast Merger Agreement and any amendment or supplement thereto, and (iii) the officers' certificate delivered pursuant to Section 7.2(a) of the Flycast Merger Agreement. For purposes of this Article V, the phrase "to the knowledge of Flycast" or any phrase of similar import shall be deemed to refer to matters which the executive officers of Flycast actually know. The Merger Agreement is in full force and effect, and CMGI has not waived any breaches or defaults by Flycast thereunder. To the knowledge of Flycast, all of the representations and warranties made by Flycast in Article III of the Flycast Merger Agreement are true and correct (except as set forth in the Disclosure Schedule delivered by Flycast to CMGI, a copy of which has been provided to Buyer).
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FLYCAST MERGER AGREEMENT. 20 5.2 Capitalization..................................................... 21 5.3 Flycast-CMGI Option................................................ 21 5.4 Non-competition Agreements......................................... 21 5.5
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Related to FLYCAST MERGER AGREEMENT

  • The Merger Agreement The following is a summary of material terms of the Merger Agreement. This summary is not a complete description of the terms and conditions thereof and is qualified in its entirety by reference to the full text thereof, which is incorporated herein by reference and a copy of which has been filed with the SEC as an exhibit to Schedule TO. The Merger Agreement may be examined, and copies thereof may be obtained, as set forth in Section 8 above.

  • Merger Agreement The term "Merger Agreement" shall have the meaning set forth in the preface.

  • of the Merger Agreement Section 3.5 of the Merger Agreement shall be deleted and replaced in its entirety with the following:

  • The Merger Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

  • First Merger At the Effective Time, by virtue of the First Merger and without any action on the part of the Company, Parent, Acquisition Sub or the holders of any securities of the Company or Acquisition Sub:

  • Amendment to Merger Agreement The Merger Agreement shall be amended as follows:

  • Termination of Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Termination of the Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Effective Time, this Agreement and all rights and obligations of the Parties hereunder shall automatically terminate and be of no further force or effect.

  • The Merger Effective Time Upon the terms and subject to the conditions set forth in this Agreement and the Statutory Merger Agreement, Merger Sub and PRE will cause an application for registration of the Surviving Company (the “Merger Application”) to be prepared, executed and delivered to the Registrar of Companies in Bermuda (the “Registrar”) as provided under S.108 of the Companies Act on or prior to the Closing Date and will cause the Merger to become effective pursuant to the Companies Act. The Merger shall become effective upon the issuance of a certificate of merger (the “Certificate of Merger”) by the Registrar or such other time as the Certificate of Merger may provide. The parties agree that they will request the Registrar provide in the Certificate of Merger that the Effective Time will be 9:00 a.m., New York City time, on the Closing Date (the “Effective Time”).

  • Amendments to the Merger Agreement The Merger Agreement is hereby amended as follows:

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