Termination of Prior Merger Agreement. The Board of Directors of the Company has determined that the Offer, the Merger and the transactions contemplated hereby constitute a Superior Proposal (as such term is defined under the Prior Merger Agreement) compared to the merger and transactions contemplated by the Prior Merger Agreement. The termination of the Prior Merger Agreement was duly authorized by the Company, and the Company shall have duly terminated the Prior Merger Agreement prior to executing this Agreement, in full compliance with the terms of the Prior Merger Agreement and without breach thereunder. On and after the date that the Company executes this Agreement, no further action is necessary to terminate the Prior Merger Agreement. On and after the date that the Company executes this Agreement, all liabilities and obligations of the Company under the Prior Merger Agreement (including any amounts owed) shall have been satisfied in full and the Company shall have no further obligations or liabilities with respect to the Prior Merger Agreement and the transactions contemplated thereby.
Termination of Prior Merger Agreement. The termination of the Prior Merger Agreement has been duly authorized by the Company and the Board of Directors of the Company has determined that this Agreement, the Offer and the Merger, constitute a Superior Proposal under the Prior Merger Agreement. No further action is necessary to terminate the Prior Merger Agreement. All amounts, liabilities and obligations under the Prior Merger Agreement have been or will be satisfied in full when due, including, without limitation, the payment of any Termination Fee or other fees and expenses with respect thereto. The Company has no further obligations or liabilities with respect to the Prior Merger Agreement.
Termination of Prior Merger Agreement. As of the date of this Agreement, other than this Agreement, Purchaser is not, to its Knowledge, a party to or subject or otherwise bound by any Contract related to merger, consolidation, acquisition of equity interests or assets, or any other form of business combination (each such Contract, a “Prior Merger Agreement”), or any amendment of any such Prior Merger Agreement from time to time, or any ancillary documents entered into by the Purchaser in connection with the transactions contemplated under the foregoing (collectively, the “Prior Merger Documents”). To the Knowledge of Purchaser, each Prior Merger Document has been terminated and, except as set forth on Schedule 4.23, there are no further obligations or Liabilities of the Purchaser thereunder and each is of no further force or effect, none of the Purchaser and its Affiliates have breached any provision thereunder, and that there is no dispute arising out of or relating to the execution and performance of each Prior Merger Document.
