Original Merger Agreement Sample Clauses

Original Merger Agreement. Each of the parties hereto agrees and confirms that the Original Merger Agreement is hereby amended and restated in its entirety, and is in force and effect only as so amended and restated.
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Original Merger Agreement. Notwithstanding anything to the contrary in Section 9.3 of the Original Merger Agreement, this Agreement shall not amend or restate the Original Merger Agreement, and the Original Merger Agreement shall continue in full force and effect without any amendment or modification thereof pursuant to the provisions of this Agreement, until such time as this Agreement shall have been approved and adopted by the Required Vote.
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Original Merger Agreement. 40 APPENDIX A: Definitions EXHIBITS:
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Original Merger Agreement. None of the parties hereto shall have any liability to the other under the Original Merger Agreement if the Merger is consummated or this Agreement is terminated other than as set forth in the first sentence of this Section 10.2(c).
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Original Merger Agreement. The parties each hereby agree that any rights and obligations that any party may have had under the Original Merger Agreement are hereby terminated in their entirety effective upon the Execution Date. None of the parties nor any of their respective Affiliates shall have any Liability to any other party or any Affiliate of any other party in connection with the Original Merger Agreement or any breach or violation of any 106 covenant set forth therein, or any breach or inaccuracy of any representation or warranty set forth therein (the “Released Claims”). No party shall commence any Action against any other party or any Affiliate of any other party in respect of any Released Claims. [Signature Pages Follow]
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Original Merger Agreement. From the date of the Original Merger Agreement through the date hereof, ANI has not taken any action or failed to take any action that constituted a violation of Article V of the Original Merger Agreement, other than Sections 5.7, 5.9 and 5.16 thereof.
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Original Merger Agreement. From the date of Original Merger Agreement through the date hereof, the Company has not taken any action or failed to take any action that constituted a violation of Article V of the Original Merger Agreement, other than Sections 5.8, 5.9 and 5.16 thereof.
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Original Merger Agreement. 1 Parties..................................................... 2 Party....................................................... 2
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Original Merger Agreement. Original Merger Agreement" shall have the meaning given in the Recitals hereof.
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Related to Original Merger Agreement

  • 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.

  • Merger Agreement The term "Merger Agreement" shall have the meaning set forth in the preface.

  • Termination of Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Amendment to Merger Agreement The Merger Agreement shall be amended as follows:

  • of the Merger Agreement Section 3.5 of the Merger Agreement shall be deleted and replaced in its entirety with the following:

  • 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.”

  • Termination of the Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Effective Time, this Agreement and all rights and obligations of the Parties hereunder shall automatically terminate and be of no further force or effect.

  • Amendments to the Merger Agreement The Merger Agreement is hereby amended as follows:

  • The Merger Effective Time Upon the terms and subject to the conditions set forth in this Agreement and the Statutory Merger Agreement, Merger Sub and PRE will cause an application for registration of the Surviving Company (the “Merger Application”) to be prepared, executed and delivered to the Registrar of Companies in Bermuda (the “Registrar”) as provided under S.108 of the Companies Act on or prior to the Closing Date and will cause the Merger to become effective pursuant to the Companies Act. The Merger shall become effective upon the issuance of a certificate of merger (the “Certificate of Merger”) by the Registrar or such other time as the Certificate of Merger may provide. The parties agree that they will request the Registrar provide in the Certificate of Merger that the Effective Time will be 9:00 a.m., New York City time, on the Closing Date (the “Effective Time”).

  • Amendments to Merger Agreement The Merger Agreement is hereby amended as follows:

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