LLC Merger Agreement definition

LLC Merger Agreement shall have the meaning set forth in the Recitals hereto.

LLC Merger Agreement means that certain Agreement and Plan of -------------------- Merger, dated as of the date hereof, by and among Buyer, Neptune Holdings I, Inc., Holdings LLC and Audax Vacuum Corp, as amended from time to time in accordance with its terms.

LLC Merger Agreement has the meaning specified in Section 3.2(c). --------------------

Examples of LLC Merger Agreement in a sentence

• MCP Colorado and LLC shall (i) execute the LLC Merger Agreement, (ii) execute and deliver to each other the various certificates, instruments, and documents referred to in the LLC Merger Agreement, and (iii) execute and file with the Colorado Secretary of State a statement of merger as required by the laws of the State of Colorado to effectuate the merger in accordance with the terms of the LLC Merger Agreement.

• This Agreement, the MCP Merger Agreement, the LLC Merger Agreement and the other documents referred to herein and therein set forth the entire understanding of the parties hereto with respect to the matters provided for herein and therein and supersede all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of either party.

• Subject to the terms and conditions set forth in this Agreement and the Plan of Merger attached hereto as Exhibit B (the "LLC Merger Agreement), MCP Colorado will merge with and into LLC.

• The Rev LLC Merger shall have been made effective pursuant to the Rev LLC Merger Agreement and the Certificate of Merger filed with the Secretary of State of the State of Delaware.

• The representations, warranties, ------------------------- agreements and covenants set forth in this Agreement shall survive as provided in the LLC Merger Agreement, and Buyer and Merger Sub shall only have such post-Closing remedies for any breach of the representations, warranties, agreements and covenants set forth in this Agreement to the extent expressly provided for in the LLC Merger Agreement.

• NetSelect and InfoTouch each agree to cooperate fully with the other and to execute, deliver and/or file such further instruments, documents and agreements and to give such further written assurances, and to take any other action as may be reasonably requested by any other party to evidence, reflect and effect the LLC Merger described herein and contemplated hereby and to carry into effect the intent and purpose of the LLC Merger Agreement.

• Following the Effective Time, the Final Common Share Price (to the extent not paid pursuant to the preceding sentence) shall be paid in respect of each share of Common Stock in accordance with the provisions set forth in this Agreement, the LLC Merger Agreement and the Escrow Agreement (as defined in the LLC Merger Agreement).

• This Agreement and the documents referred ------------------ to herein (including the LLC Merger Agreement, the Confidentiality Agreements and the schedules and exhibits hereto) contain the complete agreement among the parties hereto and supersede any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

• This Agreement may be terminated at any time ----------- prior to the Effective Time upon the termination of the LLC Merger Agreement.

• LLC and the Company hereby adopt and approve the LLC Merger Agreement.

More Definitions of LLC Merger Agreement

LLC Merger Agreement shall have the meaning given to such term in Section 2.1 hereof.

LLC Merger Agreement set forth in Section 9.01 of the Merger Agreement is hereby amended and restated in its entirely as follows: