INCORPORATION OF UNIFORM PROVISIONS. The U.S. Concrete, Inc. Uniform Provisions for the Acquisition of Founding Companies attached hereto as Annex 1 (the "Uniform Provisions") hereby are incorporated in this Agreement by this reference and constitute a part of this Agreement with the same force and effect as if set forth at length herein.
INCORPORATION OF UNIFORM PROVISIONS. The Uniform Provisions for Business Combinations attached hereto as Annex 1 (the "Uniform Provisions"), hereby are incorporated in this Agreement by this reference and constitute a part of this Agreement with the same force and effect as if set forth at length herein, subject to the following revisions:
(A) The Table of Contents of the Uniform Provisions is hereby amended by deleting therefrom all references to "and Newco".
(B) The first sentence of Section 1.03 is hereby amended by inserting at the beginning thereof the phrase "Except as set forth in Section 1.03 of the Disclosure Statement,".
(C) Subsection 2.03(c)(ii) is hereby amended by inserting at the beginning thereof the phrase "Except as set forth in Section 2.03 of the Disclosure Statement,".
(D) Subsection 2.14(a)(ii) is hereby amended by inserting at the beginning thereof the phrase "Except as set forth in Section 2.14 of the Disclosure Statement,".
(E) Article III, Article IV, Article V, Section 7.03 and Section 10.04 are hereby amended by deleting therefrom the phrases "each of INVATEC and Newco", "Either of INVATEC or Newco", "INVATEC and Newco" and "INVATEC or Newco", and substituting therefor the word "INVATEC".
(F) The first paragraph of Article III is hereby amended by deleting therefrom the phrase "jointly and severally."
(G) Subsections 3.04(b) and 3.04(c) are hereby deleted in their entirety.
(H) Section 4.10 is hereby amended by deleting the words "prior to" from the last line thereof, and substituting therefor the words "as of".
(I) Section 5.02 is hereby amended by adding a subsection (b) thereto as follows:
INCORPORATION OF UNIFORM PROVISIONS. The Uniform Provisions hereby are incorporated in this Agreement by this reference and constitute a part of this Agreement with the same force and effect as if set forth at length herein.
INCORPORATION OF UNIFORM PROVISIONS. Txx X.X. Xxxxxxxx, Xxx. Xxiform Provisions for the Acquisition of Founding Companies attached hereto as Annex 1 (the "Uniform Provisions") hereby are incorporated in this Agreement by this reference and constitute a part of this Agreement with the same force and effect as if set forth at length herein.
INCORPORATION OF UNIFORM PROVISIONS. (A) The Uniform Provisions for Business Combinations attached hereto as Annex 1 (the "Uniform Provisions"), are hereby incorporated in this Agreement by this reference and constitute a part of this Agreement with the same force and effect as if set forth at length herein, subject to the following revisions:
(i) The Table of Contents of the Uniform Provisions is hereby amended by deleting therefrom all references to "and Newco".
(ii) The first paragraph of each of Article I and Article II is hereby amended by deleting therefrom the phrase "date of this Agreement, and will be, as amended or supplemented pursuant to Section 4.07, on the Closing Date and immediately prior to".
(iii) Sections 2.03(d) and 3.02
INCORPORATION OF UNIFORM PROVISIONS. The Uniform Provisions hereby are incorporated in this Agreement by this reference and constitute a part of this Agreement with the same force and effect as if set forth at length herein, subject to the following revisions:
(i) Section 1.05 is hereby amended by deleting therefrom the phrase "or to acquire Invatec Common Stock pursuant to the Convertible Notes, if any, or any written option granted by Invatec to the Stockholder";
(ii) Section 2.14(b)(i) and (b)(ii) are hereby deleted in their entirety, and substituted therefor is the following:
INCORPORATION OF UNIFORM PROVISIONS. The Uniform Provisions hereby are incorporated in this Agreement by this reference and constitute a part of this Agreement with the same force and effect as if set forth at length herein, subject to the following revisions:
(i) Article III is hereby amended by inserting the following:
INCORPORATION OF UNIFORM PROVISIONS. The Uniform Provisions hereby are incorporated in this Agreement by this reference and constitute a part of this Agreement with the same force and effect as if set forth at length herein, subject to the following revisions:
(i) Sections 1.04 and 10.02 are hereby amended by inserting at the beginning thereof the phrase "Except as set forth in SECTION 1.04 of THE DISCLOSURE STATEMENT,";
(ii) The introductory paragraph of Article II is hereby amended by deleting therefrom the phrase "The Company and each Stockholder jointly and severally" and substituting therefore the following: Each Stockholder, severally (in accordance with such Stockholder's Pro Rata Share) but not jointly and severally with each other Stockholder (except as contemplated in the definition of the term "Pro Rata Share"),;
(iii) Section 2.14(a)(i) is hereby deleted in its entirety, and substituted therefor is the following: The Initial Financial Statements present fairly, in all material respects, the financial position of the Company at the respective dates of the balance sheets included therein and the results of operations and cash flows of the Company and stockholders' or other owners' equity for the respective periods set forth therein and have been prepared in accordance with GAAP. As of the date of any balance sheet included in the Initial Financial Statements, the Company did not have any outstanding Indebtedness to any Person or any liabilities of any kind (including contingent obligations, tax assessments or unusual forward or long-term commitments), or any unrealized or anticipated loss, which in the aggregate then were Material to the Company and required to be reflected in such Initial Financial Statements or in the notes related thereto in accordance with GAAP which were not so reflected. To the knowledge of the Company and the Stockholders, all of the other Financial Statements of the Company (including in each case any related schedules or notes) delivered to Invatec present fairly, in all material respects, the financial position of the Company at the respective dates of the balance sheets included therein and the results of operations and cash flows of the Company and stockholders' or other owners' equity for the respective periods set forth therein and have been prepared in accordance with GAAP (except for certain footnote disclosures normally required by GAAP, the omission of which did not cause such Financial Statements to be materially misleading). To the knowledge of t...
INCORPORATION OF UNIFORM PROVISIONS. The Uniform Provisions hereby are incorporated in this Agreement by this reference and constitute a part of this Agreement with the same force and effect as if set forth at length herein, subject to the following revisions:
(i) Section 2.17 is hereby deleting the reference to "SECTION 2.17 OF THE DISCLOSURE STATEMENT" and substituting therefor a reference to "SECTIONS 2.13 AND 2.17 OF THE DISCLOSURE STATEMENT" and by inserting at the end of Section 2.17 the following: Notwithstanding any provision of this Section 2.17 to the contrary, the Stockholders shall not have any liability for any Damage Claims or Third Party Claims which arise from claims against the Company for goods sold or services provided, provided that such goods or services were sold and provided by the Company in a good and workmanlike manner in the Ordinary Course of Business and in compliance with applicable law and with the standards of ASME, the relevant manufacturers (when provided), and all of the Company's applicable professional certificates;
(ii) Sections 2.28 is hereby amended by adding a new Subsection to the end thereof as follows:
INCORPORATION OF UNIFORM PROVISIONS. (A) The Innovative Valve Technologies, Inc. Uniform Provisions for Business Combinations attached hereto as Annex 1 (the "Uniform Provisions") hereby are incorporated in this Agreement by this reference and constitute a part of this Agreement with the same force and effect as if set forth at length herein (except as otherwise expressly set forth in this Paragraph 4).
