Merger Agreement Sample Clauses

Merger Agreement. The Shareholder understands and acknowledges that Parent is entering into, and causing Sub to enter into, the Merger Agreement in reliance upon the Shareholder's execution and delivery of this Agreement.

Merger Agreement. Except as and to the extent modified by this Amendment, all of the terms, conditions and other provisions of the Merger Agreement shall remain in full force and effect, in all respects.

Merger Agreement. Stockholder hereby acknowledges receipt of, and has had an opportunity to read and understand, the Merger Agreement (including exhibits and schedules thereto).

Merger Agreement. The Purchaser will not agree to any amendment, modification or waiver of any provision of the Merger Agreement (other than corrections of obvious errors, if any, or other ministerial amendments) to the extent such amendment, modification or waiver would adversely affect the Seller, without the prior written consent of the Seller.

Merger Agreement. All references to the Merger Agreement herein shall be to such agreement as may be amended by the parties thereto from time to time.

Merger Agreement. Stockholder has reviewed and understands the terms of this Agreement and the Merger Agreement, and Stockholder has had the opportunity to consult with such Stockholder’s counsel in connection with this Agreement. Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Stockholder’s execution and delivery of this Agreement.

Merger Agreement. The following is a summary of certain provisions of the Merger Agreement. The summary does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement itself which has been filed as Exhibit (d)(1) to the Schedule TO and is incorporated herein by reference. Copies of the Merger Agreement and the Schedule TO, and any other filings that Lilly or Purchaser makes with the SEC with respect to the Offer, may be obtained in the manner set forth in Section 8 — “Certain Information Concerning Lilly and Purchaser.” Stockholders and other interested parties should read the Merger Agreement for a more complete description of the provisions summarized below. Capitalized terms used in this Section 11 and not otherwise defined in this Offer to Purchase have the respective meanings set forth in the Merger Agreement. The Merger Agreement has been filed with the SEC and incorporated by reference herein to provide investors and stockholders with information regarding the terms of the Merger Agreement. It is not intended to modify or supplement any factual disclosures about ▇▇▇▇▇, Purchaser or DICE. The representations, warranties and covenants contained in the Merger Agreement were made only as of specified dates for the purposes of such agreement, were solely for the benefit of Lilly, Purchaser and DICE and may be subject to qualifications and limitations agreed upon by ▇▇▇▇▇, Purchaser and DICE. In particular, in reviewing the representations, warranties and covenants contained in the Merger Agreement and any description thereof contained or incorporated by reference herein, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between Lilly, Purchaser and DICE, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC, and in some cases, are qualified by the confidential disclosure letter delivered by DICE to ▇▇▇▇▇ ▇nd Purchaser concurrently with the execution of the Merger Agreement (the “Disclosure Letter”). Neither the Table of Contents inclusion of the Merger Agreement nor the summary of the Merger Agreement is intended to modify or supplement any factual disclosures about DICE, ▇▇▇▇▇ ▇r Purchaser in DICE’s public reports filed with the SEC. Investor...

Merger Agreement. Mezzanine Borrower shall have delivered to Mezzanine Lender a true, correct and complete copy of the Merger Agreement and, if requested by Mezzanine Lender, all deliveries made by any of the parties thereto or any of their respective Affiliates.

Merger Agreement. The Merger Agreement has been duly authorized, executed and delivered by the Parent and the Surviving Issuer and constitutes a valid and binding agreement of such persons, enforceable against such persons in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and equitable principles of general applicability. Neither the Parent nor the Surviving Issuer has received any written notice of termination of the Merger Agreement. Nothing has come to the knowledge of either the Parent, the Surviving Issuers, the Issuers or the Escrow Guarantor that would cause it to believe that, and none of them has received any written notice to the effect that, any conditions to the closing of the transactions contemplated by the Merger Agreement will not be satisfied by any party thereto, at or prior to December 10, 2021. In addition, to the knowledge of the Parent, the Surviving Issuers, the Issuers or the Escrow Guarantor, after due inquiry, (i) the representations and warranties of Diamond in the Merger Agreement are true and correct, except to the extent such representations and warranties are made as of another date, in which case, such representations and warranties shall be true and correct as of that date, in each case, with the same force and effect as if made as of the date hereof or the Closing Date, as applicable, and (ii) each of the parties to the Merger Agreement has complied in all material respects with the covenants in the Merger Agreement applicable to it. Any certificate signed pursuant to this Agreement by an officer of the Issuers, the Escrow Guarantor, the Surviving Issuers or the Guarantors and delivered to the Representative or to counsel for the Initial Purchasers in connection with the closing of the Offering shall be deemed to be a representation and warranty by such Issuer, the Escrow Guarantor, Surviving Issuer and Guarantor, as the case may be, to the Initial Purchasers as to the matters set forth therein.