Additional Agreements definition
Examples of Additional Agreements in a sentence
Unless otherwise provided for in this Agreement, if the Closing does not take place, all costs and expenses (including all fees and disbursements of counsel, financial advisors, and accountants) incurred in connection with the negotiation and preparation of this Agreement and the Additional Agreements, the performance of the terms of this Agreement and the Additional Agreements, and the consummation of the Transactions, will be paid by the respective party incurring such costs and expenses.
There is no Action (or, to the knowledge of Parent, any basis therefor) pending against or involving any Parent Party, any of its officers or directors (in their capacities as such) or any of its securities or any of its assets or Contracts before any Governmental Authority, except as would not be material to the Parent Parties, taken as a whole, or which in any manner challenges or seeks to prevent, enjoin, alter, or delay the Transactions, this Agreement or the Additional Agreements.
This Agreement (including any schedules, annexes, and exhibits to this Agreement), including the Disclosure Schedules and the Annexes to this Agreement, the Additional Agreements and the Confidentiality Agreement, constitute the entire agreement among the Parties with respect to the subject matter of this Agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement.
Except as set forth on Section 4.11 of the Company Disclosure Schedules or contemplated by this Agreement, any Additional Agreements or in connection with the Transactions, between the balance sheet dated December 31, 2025 included in the Financial Statements and the date hereof, (a) each Group Company has conducted the Business in the ordinary course and in a manner consistent with past practices, and (b) there has not been any Company Material Adverse Effect.
The Parent Board (including any required committee or subgroup of the Parent Board) and the sole member of Parent Merger Sub have, as of the date of this Agreement, unanimously (i) approved and declared the advisability of this Agreement, the other Additional Agreements, and the consummation of the Transactions, and (ii) determined that the consummation of the Transactions is in the best interest of, as applicable, the Parent and shareholders of Parent (as a whole).