Waiver to Agreement and Plan of Merger Sample Contracts

WAIVER TO AGREEMENT AND PLAN OF MERGER
Waiver to Agreement and Plan of Merger • June 15th, 2012 • TLB Merger Sub Inc. • Retail-women's clothing stores

This WAIVER TO AGREEMENT AND PLAN OF MERGER (this “Waiver”), dated June 12, 2012, is made by and among The Talbots, Inc., a Delaware corporation (the “Company”), TLB Holdings LLC, a Delaware limited liability company (“Parent”), and TLB Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”) and waives certain provisions (as set forth herein) of that certain Agreement and Plan of Merger, dated May 30, 2012 (as the same may be amended, modified or restated in accordance with the terms thereof, the “Merger Agreement”), by and among the Company, Parent and Sub. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.

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SIXTH WAIVER TO AGREEMENT AND PLAN OF MERGER
Waiver to Agreement and Plan of Merger • November 1st, 2024 • Revance Therapeutics, Inc. • Pharmaceutical preparations

This SIXTH WAIVER TO AGREEMENT AND PLAN OF MERGER (this “Waiver”), dated November 1, 2024, is made by and among Crown Laboratories, Inc., a Delaware corporation (“Parent”), Reba Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Revance Therapeutics, Inc., a Delaware corporation (the “Company”), and waives certain provisions (as set forth herein) of that certain Agreement and Plan of Merger, dated August 11, 2024 (as the same may be amended, modified or restated in accordance with the terms thereof, the “Merger Agreement”), by and among Parent, Merger Sub and the Company. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.

TENTH WAIVER TO AGREEMENT AND PLAN OF MERGER
Waiver to Agreement and Plan of Merger • November 29th, 2024 • Revance Therapeutics, Inc. • Pharmaceutical preparations

This TENTH WAIVER TO AGREEMENT AND PLAN OF MERGER (this “Waiver”), dated November 29, 2024, is made by and among Crown Laboratories, Inc., a Delaware corporation (“Parent”), Reba Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Revance Therapeutics, Inc., a Delaware corporation (the “Company”), and waives certain provisions (as set forth herein) of that certain Agreement and Plan of Merger, dated August 11, 2024 (as the same may be amended, modified or restated in accordance with the terms thereof, the “Merger Agreement”), by and among Parent, Merger Sub and the Company. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.

WAIVER TO AGREEMENT AND PLAN OF MERGER
Waiver to Agreement and Plan of Merger • August 28th, 2024 • Revance Therapeutics, Inc. • Pharmaceutical preparations

This WAIVER TO AGREEMENT AND PLAN OF MERGER (this “Waiver”), dated August 27, 2024, is made by and among Crown Laboratories, Inc., a Delaware corporation (“Parent”), Reba Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Revance Therapeutics, Inc., a Delaware corporation (the “Company”), and waives certain provisions (as set forth herein) of that certain Agreement and Plan of Merger, dated August 11, 2024 (as the same may be amended, modified or restated in accordance with the terms thereof, the “Merger Agreement”), by and among Parent, Merger Sub and the Company. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.

THIRD WAIVER TO AGREEMENT AND PLAN OF MERGER
Waiver to Agreement and Plan of Merger • October 4th, 2024 • Revance Therapeutics, Inc. • Pharmaceutical preparations

This THIRD WAIVER TO AGREEMENT AND PLAN OF MERGER (this “Waiver”), dated October 3, 2024, is made by and among Crown Laboratories, Inc., a Delaware corporation (“Parent”), Reba Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Revance Therapeutics, Inc., a Delaware corporation (the “Company”), and waives certain provisions (as set forth herein) of that certain Agreement and Plan of Merger, dated August 11, 2024 (as the same may be amended, modified or restated in accordance with the terms thereof, the “Merger Agreement”), by and among Parent, Merger Sub and the Company. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.

ELEVENTH WAIVER TO AGREEMENT AND PLAN OF MERGER
Waiver to Agreement and Plan of Merger • December 3rd, 2024 • Revance Therapeutics, Inc. • Pharmaceutical preparations

This ELEVENTH WAIVER TO AGREEMENT AND PLAN OF MERGER (this “Waiver”), dated December 3, 2024, is made by and among Crown Laboratories, Inc., a Delaware corporation (“Parent”), Reba Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Revance Therapeutics, Inc., a Delaware corporation (the “Company”), and waives certain provisions (as set forth herein) of that certain Agreement and Plan of Merger, dated August 11, 2024 (as the same may be amended, modified or restated in accordance with the terms thereof, the “Merger Agreement”), by and among Parent, Merger Sub and the Company. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.

SECOND WAIVER TO AGREEMENT AND PLAN OF MERGER
Waiver to Agreement and Plan of Merger • September 23rd, 2024 • Revance Therapeutics, Inc. • Pharmaceutical preparations

This SECOND WAIVER TO AGREEMENT AND PLAN OF MERGER (this “Waiver”), dated September 19, 2024, is made by and among Crown Laboratories, Inc., a Delaware corporation (“Parent”), Reba Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Revance Therapeutics, Inc., a Delaware corporation (the “Company”), and waives certain provisions (as set forth herein) of that certain Agreement and Plan of Merger, dated August 11, 2024 (as the same may be amended, modified or restated in accordance with the terms thereof, the “Merger Agreement”), by and among Parent, Merger Sub and the Company. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.

TWELFTH WAIVER TO AGREEMENT AND PLAN OF MERGER
Waiver to Agreement and Plan of Merger • December 5th, 2024 • Revance Therapeutics, Inc. • Pharmaceutical preparations

This TWELFTH WAIVER TO AGREEMENT AND PLAN OF MERGER (this “Waiver”), dated December 5, 2024, is made by and among Crown Laboratories, Inc., a Delaware corporation (“Parent”), Reba Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Revance Therapeutics, Inc., a Delaware corporation (the “Company”), and waives certain provisions (as set forth herein) of that certain Agreement and Plan of Merger, dated August 11, 2024 (as the same may be amended, modified or restated in accordance with the terms thereof, the “Merger Agreement”), by and among Parent, Merger Sub and the Company. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.

FOURTH WAIVER TO AGREEMENT AND PLAN OF MERGER
Waiver to Agreement and Plan of Merger • October 18th, 2024 • Revance Therapeutics, Inc. • Pharmaceutical preparations

This FOURTH WAIVER TO AGREEMENT AND PLAN OF MERGER (this “Waiver”), dated October 18, 2024, is made by and among Crown Laboratories, Inc., a Delaware corporation (“Parent”), Reba Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Revance Therapeutics, Inc., a Delaware corporation (the ”Company”), and waives certain provisions (as set forth herein) of that certain Agreement and Plan of Merger, dated August 11, 2024 (as the same may be amended, modified or restated in accordance with the terms thereof, the “Merger Agreement”), by and among Parent, Merger Sub and the Company. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.

WAIVER TO AGREEMENT AND PLAN OF MERGER
Waiver to Agreement and Plan of Merger • June 13th, 2012 • Talbots Inc • Retail-women's clothing stores

This WAIVER TO AGREEMENT AND PLAN OF MERGER (this “Waiver”), dated June 12, 2012, is made by and among The Talbots, Inc., a Delaware corporation (the “Company”), TLB Holdings LLC, a Delaware limited liability company (“Parent”), and TLB Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”) and waives certain provisions (as set forth herein) of that certain Agreement and Plan of Merger, dated May 30, 2012 (as the same may be amended, modified or restated in accordance with the terms thereof, the “Merger Agreement”), by and among the Company, Parent and Sub. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.

WAIVER TO AGREEMENT AND PLAN OF MERGER
Waiver to Agreement and Plan of Merger • April 4th, 2022 • Poema Global Holdings Corp. • Blank checks

This WAIVER TO AGREEMENT AND PLAN OF MERGER (this “Waiver”) is made and entered into as of April 4, 2022 by and among Poema Global Holdings Corp., an exempted company incorporated with limited liability under the Laws of Cayman Islands (“SPAC”), Starship Merger Sub I Limited, an exempted company incorporated with limited liability under the Laws of Cayman Islands and a wholly-owned subsidiary of the Company (“Merger Sub”), Starship Merger Sub II Limited, an exempted company incorporated with limited liability under the Laws of Cayman Islands and a wholly-owned subsidiary of the Company (“Merger Sub II”), and Gogoro Inc., an exempted company incorporated with limited liability under the Laws of Cayman Islands (the “Company”). Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them under the Agreement (as defined below).

WAIVER TO AGREEMENT AND PLAN OF MERGER
Waiver to Agreement and Plan of Merger • December 20th, 2011 • Landrys Restaurants Inc • Retail-eating places

This Waiver to Agreement and Plan of Merger (this “Waiver”) is dated as of December 19, 2011, by and among Landry’s, Inc., a Delaware corporation (“Parent”), Landry’s MSA Co., Inc., a Delaware corporation (“Acquisition Sub”), and McCormick & Schmick’s Seafood Restaurants, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth for such terms in the Merger Agreement (as hereinafter defined).

WAIVER NO. 1 TO AGREEMENT AND PLAN OF MERGER
Waiver to Agreement and Plan of Merger • July 22nd, 2019 • Flex Pharma, Inc. • Pharmaceutical preparations

This Waiver No. 1, dated as of July 18, 2019 (this “Waiver”), to the Agreement and Plan of Merger, dated as of January 3, 2019, as amended by Amendment No. 1 to Agreement and Plan of Merger dated as of June 27, 2019 (as amended, the “Agreement”), is being entered into by and among Flex Pharma, Inc., a Delaware corporation (“Parent”), Falcon Acquisition Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), and Salarius Pharmaceuticals, LLC, a Delaware limited liability company (the “Company”). Capitalized terms not defined herein shall have the meanings given in the Agreement.

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