Examples of Original Merger in a sentence
This Agreement amends and restates the Original Merger Agreement in its entirety.
The representations and warranties of the Company set forth in this Section 3.20(b) shall apply mutatis mutandis with respect to the Original Merger Agreement and the Amended and Restated Agreement and with respect to the Original Merger Agreement shall be made as of the Original Execution Date and with respect to the Amended and Restated Agreement shall be made as of the Execution Date.
The representations and warranties of Parent, Holdco and the Merger Subs set forth in this Section 4.14(b) shall apply mutatis mutandis with respect to the Original Merger Agreement and the Amended and Restated Agreement and with respect to the Original Merger Agreement shall be made as of the Original Execution Date and with respect to the Amended and Restated Agreement shall be made as of the Execution Date.
Except as amended hereby, the terms and provisions of the Original Merger Agreement shall remain unchanged and in full force and effect.
In the event of any conflict between the terms of the Original Merger Agreement and the terms of this Amendment, the terms of this Amendment shall govern and control.
The Original Merger Agreement, as amended by this Amendment, together with the Additional Agreements, sets forth the entire agreement of the parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous understandings and agreements related thereto (whether written or oral), all of which are merged herein.
But Walgreens had already committed to a 1,000-store divestiture under the Original Merger Agreement.
This Agreement shall be effective as of the First Amended Execution Date, and all amendments to the Original Merger Agreement effected by this Agreement, and all other covenants, agreements, terms and provisions of this Agreement, shall be deemed to have effect as of the First Amended Execution Date unless expressly stated otherwise.
Schedule I sets forth an illustration of the calculation described in the first sentence of this Section 2.02(d) and the effect of the LLC Conversion described in Section 2.03 and the other related transactions contemplated by this Article II based on information available as of the date of the Original Merger Agreement (and, for the avoidance of doubt, without giving effect to the change in consideration effected by this Agreement compared to the Original Merger Agreement).
Except as set forth in Section 3.03(c) of the Company Disclosure Schedule or as otherwise provided in the Original Merger Agreement or this Agreement, there are no commitments or agreements of any character to which any Group Company is bound obligating such Group Company to accelerate or otherwise alter the vesting of any Company Option as a result of the Transactions.