TERMINATION 62. 1 The CGK or the Contractor may terminate the Contract if the other party causes a fundamental breach of the Contract.
TERMINATION 62. Final Distribution on the Series Expiration Date 63 Section 13.03 Terminating Mandatory Tender Date 64
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 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 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 as Sellers’ Representative, on the other hand. Each of Parent, Me...
TERMINATION 62. Section 8.1 Termination 62 Section 8.2 Effect of Termination 64 ARTICLE IX MISCELLANEOUS 66 Section 9.1 Amendment and Modification; Waiver 66 Section 9.2 Survival 66 Section 9.3 Expenses 67 Section 9.4 GST 67 Section 9.5 Other Tax Provision 67 Section 9.6 Notices 67 Section 9.7 Interpretation 69 Section 9.8 Counterparts 70 Section 9.9 Entire Agreement; Third-Party Beneficiaries 70 Section 9.10 Severability 70 Section 9.11 Governing Law; Jurisdiction 71 Section 9.12 Waiver of Jury Trial 71 Section 9.13 Assignment 71 Section 9.14 Enforcement; Remedies; Limitation of Liability; Subsidiaries 71 Section 9.15 Certain Definitions 72 Section 9.16 Terms Defined Elsewhere 85 This Transaction Agreement (this “Agreement”) is made and entered into as of October 9, 2024, by and among RIO TINTO WESTERN HOLDINGS LIMITED, a private limited company incorporated under the laws of England & Wales (“Parent”), RIO TINTO BM SUBSIDIARY LIMITED, a private limited company incorporated under the laws of England & Wales (“Buyer”), and ARCADIUM LITHIUM PLC, a public limited company incorporated under the laws of the Bailiwick of Jersey (“Company” and, together with Parent and Buyer, the “Parties”).
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 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 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.
