Common use of Merger    Recitals Clause in Contracts

Merger    Recitals. Merger Consideration Section 2.1(a)(i) Merger Sub Preamble Parent Preamble Parent Balance Sheet Section 4.7 Parent Board Recitals Parent Certifications Section 4.6(a) Parent Common Stock Section 4.3(a) Parent Disclosure Schedule Article IV Parent SEC Documents Section 4.6(a) Parent Share Issuance Section 4.4(a) Parties Preamble Party Preamble Payor Section 7.8(a) Pre-Closing Period Section 5.1(a) Recipient Section 7.8(a) Registration Statement Section 5.4 Reports Section 3.16(e) Representatives Section 5.2(a) Sensitive Data Section 3.15.(g) Shares Recitals Surviving Company Section 1.1 Termination Date Section 7.2(a) Uncertificated Shares Section 2.1(a)(ii) Willful Breach Section 7.7 THIS AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of October 18, 2022, among Axxxx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Advaxis, Inc., a Delaware corporation (“Parent”), and Doe Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.

Merger    Recitals. Merger Consideration Section 2.1(a)(iNasdaq 1.8 Order 6.1(d) Merger Sub Preamble Pandora Warrant 5.6(b) Parent Preamble Introduction Parent Balance Sheet Section 4.7 Business Personnel 2.13 Parent Board Recitals Bylaws 2.3 Parent Certifications Section 4.6(aCharter 1.15(b)(i) Parent Common Stock Section 4.3(aRecitals Parent Letter 2.2(c) Parent Disclosure Schedule Article IV Permits 2.8(a) Parent Plan 2.11(b) Parent Preferred Stock 2.2(a) Parent Rights 2.2(a) Parent Rights Agreement 2.2(a) Parent SEC Documents Section 4.6(a2.5 Parent Series A Preferred Stock 2.2(a) Parent Stock Plans 2.2(a) Per Share Merger Consideration 1.5(c) Person 1.6(a) Proxy Statement 2.6 Registration Statement 2.3 Rule 145 Affiliates 5.4 Xxxxxxxx-Xxxxx Act 2.8(b) SEC 2.2(b) Securities Act 2.3 Share Issuance Section 4.4(a2.3 State Takeover Approvals 2.4 Sub Introduction Subsidiary 2.1 Substitute Option 5.6(a) Parties Preamble Substitute Warrant 5.6(b) Superior Proposal 4.2(a) Surviving Corporation 1.1 Takeover Proposal 4.2(a) Tax Return 2.9 Taxes 2.9 Termination Fee 5.5(c) Third Party Preamble Payor Section 7.8(a4.2(a) Pre-Closing Period Section 5.1(aTransmittal Letter 1.6(b) Recipient Section 7.8(a) Registration Statement Section 5.4 Reports Section 3.16(e) Representatives Section 5.2(a) Sensitive Data Section 3.15.(g) Shares Recitals Surviving Company Section 1.1 Termination Date Section 7.2(a) Uncertificated Shares Section 2.1(a)(ii) Willful Breach Section 7.7 THIS Worker Safety Laws 2.12 AGREEMENT AND PLAN OF MERGER MERGER, dated as of August 6, 2004 (hereinafter referred to as this “Agreement”), dated as of October 18, 2022, among Axxxx Pharmaceuticals, Inc., a Delaware corporation (the “Technology Solutions Company”), Advaxis, Inc., a Delaware corporation (“Parent”), and Doe Merger Sub, Inc.Z Acquisition Corp., a Delaware corporation and a direct wholly owned Subsidiary subsidiary of Parent (“Merger Sub”). Parent, Merger and Zamba Corporation, a Delaware corporation (the “Company”) (Sub and the Company are each sometimes being hereinafter collectively referred to herein as a “Party” and collectively as the “PartiesConstituent Corporations”).

Merger    Recitals. Merger Consideration Section 2.1(a)(i) Merger Sub Preamble Parent Preamble Parent Balance Sheet Section 4.7 Parent Board Recitals Parent Certifications Section 4.6(a) Parent Common Stock Section 4.3(a) Parent Disclosure Schedule Article IV Parent SEC Documents Section 4.6(a) Parent Share Issuance Section 4.4(a) Parties Preamble Party Preamble Payor Section 7.8(a) Pre-Closing Period Section 5.1(a) Recipient Section 7.8(a) Registration Statement Section 5.4 Reports Section 3.16(e) Representatives Section 5.2(a) Sensitive Data Section 3.15.(g) Shares Recitals Surviving Company Section 1.1 Termination Date Section 7.2(a) Uncertificated Shares Section 2.1(a)(ii) Willful Breach Section 7.7 THIS AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of October 18, 2022, among Axxxx Xxxxx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Advaxis, Inc., a Delaware corporation (“Parent”), and Doe Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.