Miscellaneous and General. 9.1. Survival.....................................................................49 9.2. Modification or Amendment....................................................50 9.3.
Miscellaneous and General. 26 9.1 Payment of Expenses and Other Payments.......................................................26 9.2 Survival of Representations and Warranties...................................................26 9.3 Modification or Amendment....................................................................26 9.4
Miscellaneous and General. 9.1. Survival................................................................40 9.2. Modification or Amendment...............................................40 9.3. Waiver of Conditions....................................................40 9.4. Counterparts............................................................41 9.5. Governing Law; Consent to Jurisdiction..................................41 9.6. Notices.................................................................41 9.7. Entire Agreement; No Other Representations..............................42 9.8. No Third Party Beneficiaries............................................42 9.9. Obligations of Parent and of the Company................................42 9.10. Severability...........................................................42 9.11. Interpretation.........................................................43 9.12. Assignment.............................................................43 Annex I Certain Conditions of the Tender Offer Annex II Index of Defined Terms Exhibit A Stock Option Agreement Exhibit B Officers of Surviving Corporation
Miscellaneous and General. 13.1 Amendment; Waiver 28 13.2 Counterparts 29 13.3 Governing Law and Venue; Specific Performance 29 13.4 Notices 30 13.5 Entire Agreement 30 13.6 No Third-Party Beneficiaries 31 13.7 Severability 31 13.8 Assignment 31 13.9 Fulfillment of Obligations 31 13.10 Termination 32 Exhibit A: Schedule of Investors Exhibit B: Form of Joinder Agreement INVESTORS RIGHTS AGREEMENT THIS INVESTORS RIGHTS AGREEMENT (including the exhibits hereto, this “Agreement”), dated as of [●], 2018 (the “Execution Date”), is made by and among:
Miscellaneous and General. 43 10.1. Survival . . . . . . . . . . . . . . . . . . . . . . . 43 10.2. Modification or Amendment . . . . . . . . . . . . . . . 43 10.3.
Miscellaneous and General. Section 7.01. Modification or Amendment 28 Section 7.02. Termination 28 Section 7.03. Notices 28 Section 7.04. Interpretation 29 Section 7.05. Severability 29 Section 7.06. Counterparts 30 Section 7.07. Entire Agreement; Third Party Beneficiaries 30 Section 7.08. Certain Obligations 30 Section 7.09. Governing Law 30 Section 7.10. Assignment 30 Section 7.11. Dispute Resolution; Waiver of Jury Trial 31 Section 7.12. Limitation of Liability 32 Section 7.13. Extension; Waiver 32 Schedules and Exhibits Schedule 1.01(a) ALC Litigation Schedule 1.01(b) EHSI Assisted Living Facilities Schedule 1.01(c) Excluded Assets Schedule 3.01 Separation Transactions Schedule 3.04 Continuing Intercompany Arrangements Exhibit I Tax Allocation Agreement Exhibit II Agreement for Payroll and Benefit Services Exhibit III [Reserved] Exhibit IV Agreement for Reimbursement Services Exhibit V Technology Services Agreement Exhibit VI EHSI Assisted Living Facility Purchase and Sale Agreement SEPARATION AGREEMENT dated as of , 2006 (this “Separation Agreement”), between EXTENDICARE INC., a corporation organized under the laws of Ontario, and Assisted Living Concepts, Inc., a corporation organized under the laws of Nevada and, prior to the Separation, a wholly owned subsidiary of Extendicare.
Miscellaneous and General. 2.1 Article IX of the Agreement is incorporated by reference into this Second Amendment and will apply to the Company, Parent and the Merger Subs mutatis mutandis.
Miscellaneous and General. 56 8.1 Payment of Expenses and Other Payments........................ 56 8.2 Survival of Representations and Warranties; Survival of Confidentiality Agreement......................... 56 8.3 Modification or Amendment..................................... 56 8.4
Miscellaneous and General. Section 10.01. Survival 56 Section 10.02. Modification or Amendment 57 Section 10.03. Waiver of Conditions 57 Section 10.04. Counterparts; Effectiveness 57 Section 10.05. Governing Law and Venue; Waiver of Jury Trial 57 Section 10.06. Specific Performance 58 Section 10.07. Notices 59 Section 10.08. Entire Agreement 61 Section 10.09. No Third Party Beneficiaries 61 Section 10.10. Obligations of Parent and of the Company 61 Section 10.11. Definitions 61 Section 10.12. Severability 62 Section 10.13. Interpretation; Construction 62 Section 10.14. Assignment 63 Section 10.15. Remedies 63 AGREEMENT AND PLAN OF MERGER This is an AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 29, 2013, by and among Xxxxxxx Xxxxx Corporation, a Pennsylvania corporation (the “Company”), Integrated Mission Solutions, LLC, a Delaware limited liability company (“Parent”), and Project Steel Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used in this Agreement and not defined where first used have the respective meanings ascribed to them in Annex A. The parties to this Agreement intend that, upon the terms and subject to the conditions set forth in this Agreement, Merger Sub be merged with and into the Company, with the Company surviving the Merger as a wholly owned Subsidiary of Parent (the “Merger”). To this end, Merger Sub has agreed to commence a tender offer (as it may be amended from time to time as permitted by this Agreement, the “Offer”) to purchase all of the outstanding shares of Common Stock at a price per share of $40.50 (such amount, or any greater amount per share paid pursuant to the Offer and this Agreement, the “Offer Price”), net to the seller in cash, on the terms and subject to the conditions set forth herein. The Board of Directors of the Company has, by resolutions duly adopted, (i) determined that this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement are advisable and are fair to the Company’s shareholders and in the best interests of the Company, (ii) approved this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (iii) recommended that the holders of shares of Common Stock accept the Offer and tender their shares of Common Stock pursuant to the Offer, (iv) proposed the Merger in accordance with Section 1922 of the PBCL by adopting a resolution approving this Agreement as a plan of merger for th...
Miscellaneous and General. Section 7.1 Survival 61 Section 7.2 Modification or Amendment 61 Section 7.3 Waiver of Conditions 61 Section 7.4 Counterparts 62 Section 7.5 Governing Law and Venue; Waiver of Jury Trial 62 Section 7.6 Disclosure Letters 63 Section 7.7 Notices 63 Section 7.8 Entire Agreement 64 Section 7.9 No Third-Party Beneficiaries 64 Section 7.10 Obligations of NYSE Euronext, NASDAQ OMX and ICE; Action by the Parents 64 Section 7.11 Transfer Taxes 65 Section 7.12 Definitions 65 Section 7.13 Severability 65 Section 7.14 Interpretation; Construction 65 Section 7.15 Assignment 66 Section 7.16 Specific Performance 66 Annex I – Internal Reorganization Annex II – Certificate of Incorporation of Surviving Corporation Annex III – Bylaws of Surviving Corporation Annex IV – Certificate of Incorporation of ICE Newco Annex V – Bylaws of ICE Newco Annex VI – Initial Officers of ICE Newco and Initial Members of the ICE Newco Board Annex VII – Defined Terms Schedule I – Other Antitrust or Compeitition Law Filings Schedule II – Knowledge of NYSE Euronext Schedule III – Knowledge of NASDAQ OMX Schedule IV – Knowledge of ICE AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of [ ], 2011, is by and among NYSE Euronext, a Delaware corporation (“NYSE Euronext”), The NASDAQ OMX Group, Inc., a Delaware corporation (“NASDAQ OMX”), IntercontinentalExchange, Inc., a Delaware corporation (“ICE”, and together with NASDAQ OMX, the “Parents”), and [MERGER SUB], a newly-formed Delaware corporation all of the capital stock of which is owned by NASDAQ OMX and ICE (“Merger Sub”). NYSE Euronext, NASDAQ OMX, ICE and Merger Sub are referred to collectively herein as the “Parties” and each individually as a “Party”.
