Joinder Agreements    Recitals Sample Clauses

Joinder Agreements    Recitals. Key Employee Employment Agreements Recitals Key Employees Recitals Lease Agreements 3.11 Leased Real Property 3.11 Letter of Transmittal 2.3(c)(i) Loan Repayment Amount 2.6 Malware 3.13(k)
Sample 1
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Joinder Agreements    Recitals. Key Employee Offer Letters Recitals Key Employees 1.6(a) Knowledge 1.6(a) Known 1.6(a) Lease Agreements 2.13(b) Leased Real Property 2.13(a) Legal Requirements 1.6(a) Lien 1.6(a) Loss 7.2(a) Losses 7.2(a) Made Available 1.6(a) INDEX OF DEFINED TERMS (continued) Term Section Reference in Agreement Material Contracts 2.15(a) Merger Recitals Net Assets at Closing 7.6(a) Non-Competition and Non-Solicitation Agreement Recitals Notice of Objection 7.6(b) Objection Notice 7.4(f) Offer Letter 5.13 Officer’s Certificate 7.4(b)(iii) Open Source License 2.14(k) Other Employees 1.6(a) Parent Preamble Parent Common Stock 1.6(a) Parent Restricted Shares 5.13 PBGC 2.22(a) Pension Plan 2.22(a) Per Share Cash Consideration 1.6(a) Per Share Option Consideration 1.6(a) Person 1.6(a) Personal Data 2.14(a) Plan 1.6(a) Privacy Legal Requirement 2.14(a) Pro Rata Portion 1.6(a) Registered IP 2.14(a) Related Agreements 1.6(a) SEC 1.6(a) Section 409A 2.11(p) Soliciting Materials 5.7(c) Special Representations and Warranties 7.1 Spreadsheet 5.17 Statement of Expenses 5.16 Stockholder 1.6(a) Stockholder Consent Recitals Stockholder Notice 5.7(b)(i) Stockholder Representative Preamble Stockholder Representative Expenses 7.5(b) Stockholder Written Consent Recitals INDEX OF DEFINED TERMS (continued) Term Section Reference in Agreement Sub Preamble Survival Date 7.1 Surviving Corporation 1.1 Tax 2.11(a) Tax Return 2.11(b) Terminated Agreements 5.11 Third Party Claim 7.4(h) Third Party Expense Adjustment Amount 1.6(a) Third Party Expenses 5.16(a)(iv) Total Consideration 1.6(a) Total Outstanding Shares 1.6(a) Transaction Payroll Taxes 1.6(a) Unresolved Claims 7.4(c) Unvested Company Option 1.6(a) Vested Company Option 1.6(a) Voting Agreements Recitals Voting Debt 2.2(e) WARN 2.22(a) Year-End Financials 2.7 Execution Version THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of December 7, 2010 by and among xxxxxxxxxx.xxx, inc., a Delaware corporation (“Parent”), Hi’iaka Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), Heroku, Inc., a Delaware corporation (the “Company”), and with respect to Article VII, Article VIII and Article IX hereof only, Xxxx Xxxxxxx as stockholder representative (the “Stockholder Representative”), and U.S. Bank National Association as Escrow Agent.
Sample 1

Related to Joinder Agreements    Recitals

  • Joinder Agreements If, at the option of the Borrower or as required pursuant to Section 4.13 of the Credit Agreement, the Borrower shall cause any Subsidiary that is not a Grantor to become a Grantor hereunder, such Subsidiary shall execute and deliver to Agent a Joinder Agreement substantially in the form of Annex 2 and shall thereafter for all purposes be a party hereto and have the same rights, benefits and obligations as a Grantor party hereto on the Closing Date.

  • Waivers; Amendment; Joinder Agreements (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.

  • FORM OF JOINDER AGREEMENT This Joinder Agreement (the “Joinder Agreement”) is made and dated as of [ ], 20[ ], and is entered into by and between__________________., a ___________ corporation (“Subsidiary”), and HERCULES CAPITAL, INC., a Maryland corporation (as “Agent”).

  • Joinder Agreement The Joinder Agreement with respect to the Guaranty and the Contribution Agreement to be executed and delivered pursuant to §5.2 by any Additional Subsidiary Guarantor, such Joinder Agreement to be substantially in the form of Exhibit C hereto.

  • Supplements and Amendments; Whole Agreement This Warrant may be amended or supplemented only by an instrument in writing signed by the parties hereto. This Warrant contains the full understanding of the parties hereto with respect to the subject matter hereof and thereof and there are no representations, warranties, agreements or understandings other than expressly contained herein and therein.

  • Second Amendment to Exhibit A to Services Agreement Exhibit A to the Services Agreement shall be, and here by is, supplemented with the following:

  • Execution of Supplemental Agreements In executing, or accepting the additional agencies created by, any supplemental agreement permitted by this Article or the modifications thereby of the agencies created by this Agreement, the Agent shall be entitled to receive and (subject to Section 7.1) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental agreement is authorized or permitted by this Agreement. The Agent may, but shall not be obligated to, enter into any such supplemental agreement which affects the Agent's own rights, duties or immunities under this Agreement or otherwise.

  • Supplemental Agreements This Trust Agreement may be amended or supplemented from time to time by the Depositor, the Securities Administrator and the Trustee upon the same terms and conditions as the Pooling and Servicing Agreement may be amended or supplemented.

  • Supplemental Agreement The Company shall not consummate a Flip-over Event unless the Principal Party shall have a sufficient number of authorized shares of its Common Stock which have not been issued or reserved for issuance to permit the exercise in full of the Rights in accordance with this Section 13 (Consolidation, Merger or Sale or Transfer of Assets or Earning Power) and unless prior thereto the Company and such Principal Party shall have executed and delivered to the Rights Agent a supplemental agreement providing for the terms set forth in paragraphs (a) and (b) of this Section 13 and further providing that, as soon as practicable after the date of such Flip-over Event, the Principal Party will

  • Contents of Agreement; Amendment and Assignment (a) This Agreement sets forth the entire understanding between the parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment approved by the Board and executed on its behalf by a duly authorized officer and by Executive.

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