TERMINATION 62. 1 The CGK or the Contractor may terminate the Contract if the other party causes a fundamental breach of the Contract. 62.2 Fundamental breaches of Contract shall include, but shall not be limited to, the following: a) The Contractor stops work for 28 days when no stoppage of work is shown on the current Programme and the stoppage has not been authorized by the Project Manager; b) The Project Manager instructs the Contractor to delay the progress of the Works, and the instruction is not withdrawn within 28 days; c) The CGK or the Contractor is made bankrupt or goes into liquidation other than for a reconstruction or amalgamation; d) A payment certified by the Project Manager is not paid by the CGK to the Contractor within 84 days of the date of the Project Manager’s certificate; e) The Project Manager gives Notice that failure to correct a particular Defect is a fundamental breach of Contract and the Contractor fails to correct it within a reasonable period of time determined by the Project Manager; f) The Contractor does not maintain a Security, which is required; and g) The Contractor has delayed the completion of the Works by the number of days for which the maximum amount of liquidated damages can be paid, as defined in the Contract Data Sheet. h) If the Contractor, in the judgment of the CGK has engaged in corrupt or fraudulent practices in competing for or in executing the Contract. For the purpose of this paragraph: “corrupt practice” means the offering, giving, receiving or soliciting of anything of value to influence the action of a public official in the procurement process or in contract execution and includes inter alia, bribery and extortion or coercion which involves threats of injury to person ,property or reputation, and. “fraudulent practice” means a misrepresentation of facts in order to influence a procurement process or the execution of a contract to the detriment of the CGK, and includes collusive practice among Tenderers (prior to or after Tender submission) designed to establish Tender prices at artificial non-competitive levels and to deprive the CGK of the benefits of free and open competition. 62.3 When either party to the Contract gives notice of a breach of Contract to the Project Manager for a cause other than those listed under Sub-Clause 62.2 above, the Project Manager shall decide whether the breach is fundamental or not. 62.4 Notwithstanding the above, the CGK may terminate the Contract for convenience. 62.5 If the Contract...
TERMINATION 62. Section 13.02 Final Distribution on the Series Expiration Date 63 Section 13.03 Terminating Mandatory Tender Date 64
TERMINATION 62. 8.1 Termination 62 8.2 Effect of Termination and Abandonment 63 ARTICLE IX MISCELLANEOUS 65 9.1 Amendment 65 9.2 Extension; Waiver 65 9.3 Nonsurvival of Representations, Warranties and Agreements 65 9.4 Expenses 65 9.5 Notices 66 9.6 Interpretation 67 9.7 Counterparts 67 9.8 Entire Agreement 68 9.9 Governing Law; Consent to Jurisdiction 68 9.10 Waiver of Jury Trial 68 9.11 Assignment; Third-Party Beneficiaries 69 9.12 Specific Performance 69 9.13 Severability 69 9.14 Confidential Supervisory Information 69 9.15 Delivery by Facsimile or Electronic Transmission 69 Exhibit A Form of Voting Agreement Exhibit B Form of Release INDEX OF DEFINED TERMS Acquisition Proposal 55 Adverse Recommendation Change 47 affiliate 67 Agreement 1 Articles of Merger 2 Audited Financial Statements 12 Bank Combination 2 BOLI 33 business day 67 Buyer 1 Buyer 401(k) Plan 50 Buyer Benefit Plans 38 Buyer Disclosure Letter 34 Buyer Financial Statements 37 Buyer Regulatory Agreement 39 Cause 49 CERCLA 27 Certificate 4 Classified Loans 32 Closing 2 Closing Date 2 Code 16 Confidentiality Agreement 46 Deferred Plan 51 Derivative Contract 25 Designated Seller Director 54 Dissolution 2 DOL 18 Effective Time 2 Enforceability Exceptions 10 Environment 27 Environmental Laws 27 ERISA 18 ESOP 9 ESOP Loan 21 ESOP Termination Date 57 Exchange Act 13 Exchange Fund 4 Exception Shares 3 FDIA 8 FDIC 8 Federal Reserve Board 11 FHLB 8 Financial Statements 12 FINRA 11 GAAP 7 Governmental Entity 11 Hazardous Material 27 Health Plan 51 Indemnified Parties 49 Intellectual Property 30 IRS 18 knowledge 67 Leased Real Property 28 Liens 10 Loan Participation 32 Loan Property 27 Loans 32 made available 67 Material Adverse Effect 7 Materially Burdensome Regulatory Condition 45 Meeting 47 Merger 1 Merger Consideration 3 Merger Sub 1 MGCL 1 Most Recent Balance Sheet 12 Multiemployer Plan 19 Multiple Employer Plan 19 Oil 27 Option Consideration 3 Owned Real Property 28 Paying Agent 4 PBGC 18 Permitted Encumbrances 28 person 67 Personal Data 22 Phase I Assessment 43 Phase II Assessment 59 Premium Cap 52 Proxy Materials 47 Proxy Statement 11 Real Estate Leases 28 Recommendation 47 Regulatory Agencies 12 Requisite Regulatory Approvals 44 Requisite Seller Vote 10 Restrictive Covenant 20 Xxxxxxxx-Xxxxx Act 13 SDAT 2 SEC 9 Securities Act 21 Security Breach 22 Seller 401(k) Plan 50 Seller 1 Seller Articles 8 Seller Bank 1 Seller Bylaws 8 Seller Benefit Plans 17 Seller Common Stock 1 Seller Contract 24 Seller Disclosure Lett...
TERMINATION 62. Section 7.1 Termination 62 Section 7.2 Effect of Termination 62 ARTICLE VIII INDEMNIFICATION 63 Section 8.1 Indemnification Obligations of the Seller 63 Section 8.2 Indemnification Obligations of the Buyer 64 Section 8.3 Indemnification Procedure 64 Section 8.4 Claims Period 66 Section 8.5 Liability Limits 67 Section 8.6 Exclusive Remedy 68 Section 8.7 Adjustment to Purchase Price 68
TERMINATION 62. Section 8.1 Termination 62 Section 8.2 Effect of Termination 64 ARTICLE IX. MISCELLANEOUS 67 Section 9.1 Amendment and Modification; Waiver 67 Section 9.2 Non-Survival of Representations and Warranties 67 Section 9.3 Expenses 68 Section 9.4 Notices 68 Section 9.5 Certain Definitions 69 Section 9.6 Terms Defined Elsewhere 79 Section 9.7 Interpretation 81 Section 9.8 Counterparts 81 Section 9.9 Entire Agreement; Third-Party Beneficiaries 82 Section 9.10 Severability 82 Section 9.11 Governing Law; Jurisdiction 82 Section 9.12 Waiver of Jury Trial 83 Section 9.13 Assignment 83 Section 9.14 Enforcement; Remedies; Specific Performance 84 Exhibit A Form of Joinder Agreement Exhibit B Form of FIRPTA Certificate Exhibit C Form of FIRPTA Notification Letter Table of Contents AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated September 10, 2018, is by and between Renesas Electronics Corporation, a Japanese corporation (“Parent”), and Integrated Device Technology, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
TERMINATION 62. Section 8.1. Termination 62 Section 8.2. Effect of Termination 64 Section 8.3. Expenses; Termination Fee 64
TERMINATION 62. Section 8.1. Termination 62 Section 8.2. Effect of Termination 64 Section 8.3. Expenses; Termination Fee 65 ARTICLE 9 MISCELLANEOUS PROVISIONS 66 ii Section 9.1. Amendment 66 Section 9.2. Waiver 66 Section 9.3. No Survival of Representations, Warranties and Covenants 66 Section 9.4. Entire Agreement 67 Section 9.5. Governing Law; Jurisdiction 67 Section 9.6. Assignability; Parties in Interest 67 Section 9.7. Notices 68 Section 9.8. Severability 69 Section 9.9. Counterparts; Effectiveness 69 Section 9.10. Obligation of Parent 69 Section 9.11. Specific Performance; Waiver of Jury Trial 70 Section 9.12. Construction 70 Annex I Offer Conditions Exhibit A Form of Support Agreement Exhibit B Form of CVR Agreement AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 14, 2023, by and among: Harmony Biosciences Holdings, Inc., a Delaware corporation (“Parent”); Xylophone Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and Zynerba Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1.1.
TERMINATION 62. Section 9.1 Termination 62 Section 9.2 Procedure and Effect of Termination 63 ARTICLE X INDEMNIFICATION 63 Section 10.1 Survival of Representations, Warranties and Covenants 63 Section 10.2 Indemnification 64 Section 10.3 Indemnification Procedure 65 Section 10.4 No Right of Contribution 65 Section 10.5 Mitigation 67 Section 10.6 Insurance Effect 67 Section 10.7 Exclusive Remedy 67 Section 10.8 Waiver of Consequential Damages 67 Section 10.9 Characterization of Payments 67 Section 10.10 Escrow Matters 67 ARTICLE XI TAX MATTERS 68 Section 11.1 Tax Returns 68 Section 11.2 Cooperation with Respect to Tax Returns 69 Section 11.3 Disputes 69 Section 11.4 Tax Contest 69 Section 11.5 Prior Tax Agreements 70 Section 11.6 Allocation of Merger Consideration 70 ARTICLE XII SELLERS’ REPRESENTATIVE 71 Section 12.1 Sellers’ Representative 71 Section 12.2 No Liability 71 Section 12.3 Decisions Binding 72 Section 12.4 Representative Expense Fund 72 TABLE OF CONTENTS (continued) Page Section 12.5 Access 72 Section 12.6 Xxxxxx, Xxxxxxx & Xxxxxx, LLP 72 ARTICLE XIII MISCELLANEOUS 73 Section 13.1 Notices 73 Section 13.2 Governing Law; Consent to Jurisdiction; Waiver of Jury 75 Section 13.3 Company Disclosure Schedule 75 Section 13.4 Entire Agreement 75 Section 13.5 Expenses 75 Section 13.6 Counterparts 76 Section 13.7 Successors and Assigns; Binding Effect 76 Section 13.8 Amendments and Waivers 76 Section 13.9 Headings 76 Section 13.10 No Third Party Beneficiaries 76 Section 13.11 Severability 76 Section 13.12 Specific Performance 76 EXHIBITS Exhibit A Ownership of Membership Interests Exhibit B Form of Employment Letter Exhibit C Resolutions Adopted by Consenting Members Exhibit D Form of Escrow Agreement Exhibit E Amendment to Operating Agreement of the Company Exhibit F Articles of Organization of Surviving Company Exhibit G Form of Option Termination Agreement Exhibit H-1 Form of Stock Restriction Agreement (Non-Founders) Exhibit H-2 Form of Stock Restriction Agreement (Founders) Exhibit I Form of Earn-Out Agreement AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 5, 2014, is made by and between LIVEPERSON, INC., a Delaware corporation (“Parent”), and CATALYST LIGHTNING LLC, a Georgia limited liability company and wholly owned subsidiary of Parent (“Merger Sub”), on the one hand, and CONTACT AT ONCE!, LLC, a Georgia limited liability company (the “Company”), and FULCRUM GROWTH FUND II QP, LLC, solely in its capacity a...
