In Favor of MTM and MTM Mergerco Sample Clauses

In Favor of MTM and MTM Mergerco. (a) Pivot and Stockholders agree, jointly and severally, to indemnify, defend and hold MTM and MTM Mergerco, its successors and permitted assigns, free and harmless from and against all claims, actions, liabilities and damages (including reasonable attorneys' fees and expenses) as and when incurred ("Claims") arising out of or based upon (i) the breach by Pivot or Stockholders of any of their representations, warranties or covenants contained in this Agreement or (ii) the failure of Pivot to obtain the consent of any person whose consent is required to effectuate MTM Mergerco's right to any of Pivot's assets under the terms existing prior to the Merger. Notwithstanding the above, where such breaches result from situations where Pivot did not have actual knowledge of such breach, other than breaches of Sections 4.2 and/or 4.16 hereof, such indemnification shall only be to the extent of such Claims in excess of $50,000 in the aggregate. The amount of any such Claim shall be the full amount of the Claim without reduction for the amount which would cause the breach to be non-material. For purposes of this Section 11.1, wherever a representation or warranty provides for a "materiality" qualifier, such qualifier should be ignored for purposes of determining whether the aggregate amount of Claims are in excess of $50,000. The aggregate amount of indemnification for which Pivot and the Stockholders are liable in the aggregate shall not exceed fifty percent (50%) of the value of the Merger Consideration as of the Closing with respect to breaches, other than breaches of Sections 4.2 and/or 4.16 hereof, where Pivot and the Stockholders had no knowledge of the breach or facts, the consequences of which, a reasonable person without any independent investigation would reasonably conclude would result in or be a breach. With respect to all other breaches hereunder, including any breach of Sections 4.2 and/or 4.16 hereof, Pivot and the Stockholders may be liable for indemnification of up to the value of the Merger Consideration as of the Closing. For purposes of this Section 11.1, notwithstanding anything contained herein to the contrary, Stockholders shall not be required to indemnify MTM or MTM Mergerco hereunder with respect to any Claims for which an executive officer of MTM had actual knowledge (without independent investigation) as at the Effective Time of a fact, the consequences of which, a reasonable person without any independent investigation could reasonably a...
Sample 1
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Related to In Favor of MTM and MTM Mergerco

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

  • Ownership and Operations of Merger Sub Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

  • Closing and Effective Time of the Merger The closing of the Merger (the “Closing”) will take place at 10:00 a.m., Eastern time, on a date to be specified by the parties (the “Closing Date”), as promptly as practicable after the satisfaction or waiver of all of the conditions set forth in Article 7 but in any event no later than the second Business Day thereafter (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, unless another time, date or place is agreed to in writing by the parties hereto. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company will cause a certificate of merger (the “Certificate of Merger”), to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and will make all other filings or recordings required under the DGCL. The Merger will become effective at the time the Certificate of Merger will have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time.”

  • The Merger Closing Upon the terms and subject to the conditions of this Agreement, the closing (the "Closing") of the Merger shall take place at 10:00 A.M., on the third business day after the fulfillment of the conditions specified in Sections 6.02 and 7.02 hereof, at the offices of Squadron, Ellenoff, Plesent & Xxxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time, date and place as may be agreed upon in writing by Parent and MGI. The date on which the Closing shall take place is referred to as the "Closing Date" and the time on the Closing Date when the Closing shall take place is referred to as the "Closing Time," MGI, Parent and Acquisition shall use their respective best efforts to cause the Merger to be consummated at the earliest practicable time after consummation of the Offer.

  • Merger Subsidiary At the Effective Time, each share of Common Stock, par value $.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • 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”).

  • Interim Operations of Merger Sub Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • No Prior Merger Sub Operations Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby.

  • 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.

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