Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement and the other agreements referred to in this Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all parties by facsimile or electronic transmission via “.pdf” shall be sufficient to bind the parties to the terms and conditions of this Agreement.
Appears in 48 contracts
Samples: Support Agreement (Graphite Bio, Inc.), Agreement and Plan of Merger (Ikena Oncology, Inc.), Agreement and Plan of Merger (Baudax Bio, Inc.)
Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement and the other agreements referred to in this Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties Parties with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement shall not be superseded and shall remain in full force and effect in accordance with its terms. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all parties Parties by facsimile or electronic transmission via “.pdf” in .PDF format shall be sufficient to bind the parties Parties to the terms and conditions of this Agreement.
Appears in 18 contracts
Samples: Agreement and Plan of Merger and Reorganization (Gemini Therapeutics, Inc. /DE), Agreement and Plan of Merger (Yumanity Therapeutics, Inc.), Agreement and Plan of Merger and Reorganization (Proteostasis Therapeutics, Inc.)
Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement and the other agreements referred to in this Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties Parties with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement shall not be superseded and shall remain in full force and effect in accordance with its terms. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all parties Parties by facsimile or electronic transmission via “.pdf” shall be sufficient to bind the parties Parties to the terms and conditions of this Agreement.
Appears in 10 contracts
Samples: Agreement and Plan of Merger and Reorganization (Cancer Genetics, Inc), Voting and Lock Up Agreement (Cempra, Inc.), Agreement and Plan of Merger and Reorganization (Poniard Pharmaceuticals, Inc.)
Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement and the other agreements referred to in this Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all parties by facsimile or electronic transmission via “.pdf” ’ shall be sufficient to bind the parties to the terms and conditions of this Agreement.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Zafgen, Inc.), Voting Agreement (Inotek Pharmaceuticals Corp), Voting Agreement (PLX Pharma Inc.)
Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement Agreement, and the other agreements referred to in this Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties Parties with respect to the subject matter hereof and thereof; provided, however, that any existing confidentiality agreements shall not be superseded and shall remain in full force and effect in accordance with its terms. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all parties Parties by facsimile or electronic transmission via “.pdf” portable document format (PDF) shall be sufficient to bind the parties Parties to the terms and conditions of this Agreement.
Appears in 6 contracts
Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (Flamel Technologies Sa), Membership Interest Purchase Agreement (Flamel Technologies Sa)
Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement and the other agreements referred to in this Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties Parties with respect to the subject matter hereof and thereof. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all parties Parties by facsimile or electronic transmission via “.pdf” in PDF format shall be sufficient to bind the parties Parties to the terms and conditions of this Agreement.
Appears in 5 contracts
Samples: Exchange Agreement (Grow Capital, Inc.), Stock Exchange Agreement (Grow Capital, Inc.), Share Exchange Agreement (Alliance MMA, Inc.)
Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement and the other agreements referred to in this Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties Parties with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement shall not be superseded and shall remain in full force and effect in accordance with its terms. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all parties Parties by facsimile or electronic transmission via “.pdf” shall be sufficient to bind the parties Parties to the terms and conditions of this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Flexible Solutions International Inc), Agreement and Plan of Merger (Second Sight Medical Products Inc), Voting Agreement (Inotek Pharmaceuticals Corp)
Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement and the other agreements referred to in this Agreement constitute constitutes the entire agreement agreement, and supersede all prior agreements and understandings, both written and oral, among or between any of the parties Parties with respect to the subject matter hereof and thereofof this Agreement, other than the Stock Purchase Agreements. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all parties by facsimile or by electronic transmission via “.pdf” delivery in .pdf format shall be sufficient to bind the parties Parties to the terms and conditions provisions of this Agreement.
Appears in 3 contracts
Samples: Lock Up Agreement (NEUROONE MEDICAL TECHNOLOGIES Corp), Lock Up Agreement (NEUROONE MEDICAL TECHNOLOGIES Corp), Lock Up Agreement (Fredrickson Wade)
Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement and the other agreements referred to in this Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties Parties with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement shall not be superseded and shall remain in full force and effect in accordance with its terms. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all parties Parties by facsimile or electronic transmission via “.pdf” ’ shall be sufficient to bind the parties Parties to the terms and conditions of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (OvaScience, Inc.), Agreement and Plan of Merger and Reorganization (Zalicus Inc.), Agreement and Plan of Merger (Telik Inc)
Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement, the Escrow Agreement and the other agreements referred to in this Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all parties by facsimile or by electronic transmission via “.pdf” delivery in .pdf format shall be sufficient to bind the parties to the terms and conditions provisions of this Agreement.
Appears in 3 contracts
Samples: LLC Purchase Agreement (Aptevo Therapeutics Inc.), Agreement and Plan of Merger (Aerocentury Corp), Agreement and Plan of Merger (Amarantus Bioscience Holdings, Inc.)
Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement and the other agreements referred to in this Agreement constitute constitutes the entire agreement and supersede supersedes all prior agreements and understandings, both written and oral, among or between any of the parties hereto with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement shall not be superseded and shall remain in full force and effect in accordance with its terms. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all parties hereto by facsimile or electronic transmission via “.pdf” in .PDF format shall be sufficient to bind the parties hereto to the terms and conditions of this Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Apricus Biosciences, Inc.), Voting Agreement (Apricus Biosciences, Inc.)
Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement and the other agreements referred to in this Agreement constitute the entire agreement among the Parties and supersede all prior agreements and understandings, both written and oral, among or between any of the parties Parties with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement shall not be superseded and shall remain in full force and effect in accordance with its terms. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all parties Parties by facsimile or electronic transmission via “.pdf” in .PDF format shall be sufficient to bind the parties Parties to the terms and conditions of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Flex Pharma, Inc.), Agreement and Plan of Merger
Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement Agreement, the Ancillary Agreements and the other agreements agreements, schedules and exhibits referred to in this Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties Parties with respect to the subject matter hereof and thereof. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all parties Parties by facsimile or electronic transmission via “.pdf” ’ shall be sufficient to bind the parties Parties to the terms and conditions of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Innovate Biopharmaceuticals, Inc.), Agreement and Plan of Merger and Reorganization (Innovate Biopharmaceuticals, Inc.)
Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement and the other agreements referred to in this Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties hereto with respect to the subject matter hereof and thereof. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all the parties hereto by facsimile or electronic transmission via “.pdf” shall be sufficient to bind the parties to the terms and conditions of this Agreement.
Appears in 2 contracts
Samples: Support Agreement (Leap Therapeutics, Inc.), Support Agreement (Leap Therapeutics, Inc.)
Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement and the other agreements referred to in this Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all parties by facsimile or electronic transmission via “.pdf” shall be sufficient to bind the parties to the terms and conditions of this Agreement.
Appears in 2 contracts
Samples: Support Agreement (Ra Medical Systems, Inc.), Support Agreement (Ra Medical Systems, Inc.)
Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement, the Confidentiality Agreement and the other agreements agreements, schedules and exhibits referred to in this Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties Parties with respect to the subject matter hereof and thereof. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all parties Parties by facsimile or electronic transmission via “.pdf” ’ shall be sufficient to bind the parties Parties to the terms and conditions of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Restoration Robotics, Inc.)
Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement and the other agreements referred to in this Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties Parties with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement shall not be superseded and shall remain in full force and effect in accordance with its terms. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all parties Parties by facsimile or electronic transmission via “.pdf” in .PDF format shall be sufficient to bind the parties Parties to the terms and conditions of this Agreement.. 10.5
Appears in 1 contract
Samples: Agreement and Plan of Merger (Caladrius Biosciences, Inc.)
Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement and the other agreements referred to in this Agreement constitute constitutes the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties hereto with respect to the subject matter hereof and thereof. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all parties hereto by facsimile or electronic transmission via “.pdf” in .PDF format shall be sufficient to bind the parties hereto to the terms and conditions of this Agreement.
Appears in 1 contract
Samples: Contingent Value Rights Agreement (Apricus Biosciences, Inc.)
Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement and the other agreements referred to in this Agreement constitute the entire agreement and 85 supersede all prior agreements and understandings, both written and oral, among or between any of the parties Parties with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement shall not be superseded and shall remain in full force and effect in accordance with its terms. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all parties Parties by facsimile or electronic transmission via “.pdf” in .PDF format shall be sufficient to bind the parties Parties to the terms and conditions of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Transcept Pharmaceuticals Inc)
Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement and the other agreements referred to in this Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties Parties and the Holders with respect to the subject matter hereof and thereofthereof but, for the avoidance of doubt, except for the supplement agreement in the form as attached hereto as Exhibit 1.4-1. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all parties Parties and Holders by facsimile or electronic transmission via “.pdf” in .PDF format shall be sufficient to bind the parties Parties and the Holders to the terms and conditions of this Agreement.
Appears in 1 contract
Samples: Investment and Subscription Agreement (Vital Therapies Inc)
Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement, the Escrow Agreement, the Transition Services Agreement, the Assignment and Assumption Agreement and the other agreements referred to in this Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all parties by facsimile or by electronic transmission via “.pdf” delivery in .pdf format shall be sufficient to bind the parties to the terms and conditions provisions of this Agreement.
Appears in 1 contract
Samples: Purchase Agreement (Ipass Inc)
Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement and the other agreements referred to in this Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties Parties with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement shall not be superseded and shall remain in full force and effect in accordance with its terms. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all parties Parties by facsimile or electronic transmission via “.pdf” in PDF format shall be sufficient to bind the parties Parties to the terms and conditions of this Agreement.
Appears in 1 contract
Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement and the other agreements referred to in this Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties Parties with respect to the subject matter hereof and thereof. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all parties Parties by facsimile or electronic transmission via “.pdf” shall be sufficient to bind the parties Parties to the terms and conditions of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Vasogen Inc)
Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement and the other agreements referred to in this Agreement constitute constitutes the entire agreement agreement, and supersede all prior agreements and understandings, both written and oral, among or between any of the parties Parties with respect to the subject matter hereof and thereofof this Agreement, other than the Stock Sale Agreement. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all parties by facsimile or by electronic transmission via “.pdf” delivery in .pdf format shall be sufficient to bind the parties Parties to the terms and conditions provisions of this Agreement.
Appears in 1 contract
Samples: Lock Up Agreement (Fredrickson Wade)
Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement and the other agreements referred to in this Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all parties by facsimile or by electronic transmission via “.pdf” delivery in .pdf format shall be sufficient to bind the parties to the terms and conditions provisions of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Acorda Therapeutics Inc)
Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement and the other agreements referred to in this Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties Parties with respect to the subject matter hereof and thereof. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all parties Parties by facsimile or electronic transmission via “.pdf” shall be sufficient to bind the parties Parties to the terms and conditions of this Agreement.
Appears in 1 contract
Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement and the other agreements referred to in this Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties Parties with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement shall not be superseded and shall remain in full force and effect in accordance with its terms. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all parties Parties by 82 Exhibit 2.1 facsimile or electronic transmission via “.pdf” in .PDF format shall be sufficient to bind the parties Parties to the terms and conditions of this Agreement.. 10.5
Appears in 1 contract
Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement The Transaction Documents and the other agreements referred to in this Agreement Confidentiality Agreements, including the exhibits and schedules thereto shall constitute the entire agreement and shall supersede all prior agreements and understandings, both written and oral, among or between any of the parties Parties with respect to the subject matter hereof and thereof. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all parties by facsimile or electronic transmission via “.pdf” shall be sufficient to bind the parties Parties to the terms and conditions of this Agreement.. 5.2
Appears in 1 contract
Samples: Separation and Distribution Agreement (International Game Technology PLC)
Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement and the other agreements referred to in this Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties Parties with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement shall not be superseded and shall remain in full force and effect in accordance with its terms. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all parties Parties by facsimile or electronic transmission via “.pdf” in.PDF format shall be sufficient to bind the parties Parties to the terms and conditions of this Agreement.
Appears in 1 contract
Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement and the other agreements referred to in this Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties Parties with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement shall not be superseded and shall remain in full force and effect in accordance with its terms. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all parties Parties by Exhibit 2.1 facsimile or electronic transmission via “.pdf” in .PDF format shall be sufficient to bind the parties Parties to the terms and conditions of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Apricus Biosciences, Inc.)
