PRELIMINARY RECITALS A. Executive’s employment with the Company has terminated.
Merger Recitals Merger Consideration 2.1(a)(i) Merger Sub Preamble NQDC Plan 3.10(c) NYSE 8.12(ll) Open Source Software 8.12(mm) Owned Company Properties 8.12(nn) Parent Preamble Parent Acquisition Proposal 5.3(d) Parent Alternative Acquisition Agreement 5.3(e) Parent Balance Sheet 4.5(c) Parent Board Recitals Parent Board Recommendation Recitals Parent Bylaws 4.1(a) Parent Capital Stock 4.2(a) Parent Change in Recommendation 5.3(e) Parent Charter 4.1(a) Parent Class A Common Stock 4.2(a) Parent Class B Common Stock 4.2(a) Parent Common Stock 8.12(nn) Parent Disclosure Letter Article IV Parent Expenses 7.5(c) Parent Financial Advisor 4.12 Parent IT Systems 4.17(n) Parent Licensed-In Agreements 4.17(d) Parent License Agreements 4.17(d) Parent Intellectual Property 8.12(oo) Parent Intervening Event 5.3(d) Parent Material Adverse Effect 8.12(qq) Parent Material Contract 4.16(b) Parent Permits 4.1(a) Parent Privacy Laws and Requirements 4.18(a) Parent Preferred Stock 4.3(a) Parent Product 8.12(pp) Parent RSU 8.12(rr) Parent SEC Documents 4.5(a) Parent Share Issuance 4.3(a) Parent Stock Option 8.12(ss) Parent Stock Plans 8.12(tt) Parent 401(k) Plan 8.12(uu) Parent Stockholder Approval 4.3(b) Parent Stockholders Meeting 4.3(a) Parent Subsidiaries 4.1(a) Parent Superior Proposal 5.3(d) Parent Termination Fee 7.6(a) Parent Voting Agreement Recitals Parent Voting Debt 4.2(b) Parent’s Counsel 5.18(d) Parties Preamble Payment 7.7(a) Payor 7.7(a) Permits 8.12(vv) Permitted Liens 8.12(ww) Person 8.12(xx) Personal Information 8.12(yy) Potential Backside Filer 5.6(a) Principal Antitrust Consent 5.6(a) Proceeding 5.12 Recipient 7.7(a) Release 8.12(zz) Representatives 5.2(a) SEC 8.12(aaa) Second Investor Antitrust Notice 5.6(a) Securities Act 8.12(bbb) Shares Recitals Software 8.12(ccc) SOX 8.12(ddd) Subsidiary 8.12(eee) Surviving Company 1.1 Tax Authority 8.12(fff) Tax Return 8.12(ggg) Taxes 8.12(hhh) Termination Date 7.2(a) Uncertificated Shares 2.1(a)(ii) WARN Act 3.11(e) Willful Breach 7.7 Withholding Agent 2.2(h) AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (hereinafter referred to as this “Agreement”), dated as of October 15, 2018, among SendGrid, Inc., a Delaware corporation (the “Company”), Twilio Inc., a Delaware corporation (“Parent”), and Topaz Merger Subsidiary, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
Offer Recitals Offer Documents Section 1.1(a) Offer Price Recitals Options Section 2.9(a) OSHA Section 4.7(d)(vi) Other Filings Section 4.11 Owned Intellectual Property Section 4.14(a) Parent Preamble Parent Board Recitals Parent Representatives Section 6.3 Parent Violation Section 5.3(a) Paying Agent Section 3.2(a) PBGC Section 4.12(f) Person Section 9.9(m) Plan Section 9.9(n) Preferred Shares Section 4.2(a) Proxy Statement Section 2.10(a)(ii) Purchaser Preamble Purchaser Board Recitals Purchaser Insiders Section 1.3(a) Qualified Plans Section 4.12(c) RCRA Section 4.7(d)(vii) Release Section 4.7(d)(viii) Section Rights Recitals Rights Agreement Recitals Schedule 14D-9 Section 1.2(a) SEC Section 1.1(a) Securities Act Section 4.5(a) Shares Recitals Special Meeting Section 2.10(a)(i) Stock Plan Section 2.9(a) Subsidiary Section 9.9(o) Superior Proposal Section 6.2(b) Surviving Corporation Section 2.1 Takeover Proposal Section 6.2(a) Tax Section 4.15(b) Tax Return Section 4.15(b) Taxes Section 4.15(b) Tender Offer Conditions Section 1.1(a) Termination Fee Section 8.3(b) Voting Debt Section 4.2(a) Withdrawal Liability Section 9.9(p) AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 12, 2006, by and among Xxxxxxx Corporation, a Delaware corporation (“Parent”), Smile Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (the “Purchaser”), and Sybron Dental Specialties, Inc., a Delaware corporation (the “Company”).
Recitals and Definitions Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Agreement are true and accurate, are contractual in nature, and are hereby incorporated into and made a part of this Agreement.
PRELIMINARY STATEMENTS Pursuant to that certain Agreement and Plan of Merger, dated as of January 27, 2016 (as amended, supplemented or modified from time to time, including all schedules and exhibits thereto, the “Merger Agreement”), by and among Nexstar Broadcasting Group, Inc., a Delaware corporation, Neptune Merger Sub, Inc., a Virginia corporation and a direct wholly-owned Subsidiary of Nexstar Borrower (the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media General”), the Nexstar Borrower will acquire (the “Acquisition”) Media General by causing Merger Sub to merge with and into Media General with Media General being the surviving corporation, on the terms and subject to the conditions set forth in the Merger Agreement. The Nexstar Borrower and the VIE Borrowers have requested the applicable lenders to extend credit to the applicable borrowers under various revolving credit facilities (including sub-facilities) and term facilities under a credit agreement with Nexstar Borrower and a credit agreement with each of the Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, including to refinance (i) the loans and borrowings of the Nexstar Borrower under the Fifth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the Nexstar Borrower, Nexstar Broadcasting Group, Inc., a Delaware corporation, the lenders from time to time party thereto and Bank of America, N.A. as administrative agent, collateral agent, letter of credit issuer and swing line lender (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Nexstar Credit Agreement”), (ii) the loans and borrowings of the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the Borrower, the lenders from time to time party thereto and Bank of America, N.A. as administrative agent and collateral agent (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Mission Credit Agreement”), (iii) the loans and borrowings of Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx Borrower, the lenders from time to time party thereto and Bank of America, N.A. as the administrative agent, the collateral agent and the letter of credit issuer (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Xxxxxxxx Credit Agreement”), (iv) the loans and borrowings of WXXA-TV LLC, a Delaware limited liability company and WLAJ-TV LLC, a Delaware limited liability company (collectively, the “Shield Borrowers”) under the Credit Agreement dated as of July 31, 2013 by and among the Shield Borrowers, Shield Media LLC, a Delaware limited liability company and Shield Lansing LLC, a Delaware limited liability company (collectively, the “Shield Holdings”), the lenders from time to time party thereto, and Royal Bank of Canada, as the administrative agent and the collateral agent (the “Existing Shield Credit Agreement”) and (v) the loans and borrowings of Media General under the Amended and Restated Credit Agreement dated as of July 31, 2013 by and among Media General, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Royal Bank of Canada, as the administrative agent, the letter of credit issuer, the swing line lender and the collateral agent (the “Existing Media General Credit Agreement”). The Nexstar Borrower has agreed to guarantee, and cause Nexstar Media and certain of its Subsidiaries to guarantee, the obligations of each VIE Borrower under the applicable VIE Credit Agreement and certain hedging/cash management obligations of each such VIE Borrower. To the extent required under the Nexstar Credit Agreement, each VIE Borrower has agreed to guarantee, and cause certain of its Restricted Subsidiaries to guarantee, the Nexstar Borrower’s obligations under the Nexstar Credit Agreement and certain hedging/cash management obligations of the Nexstar Borrower. The lenders to the Nexstar Borrower and the lenders to each of the VIE Borrowers have agreed that (i) certain commitments and/or loans of the same Class under the applicable Group Credit Agreements shall be held on a pro rata basis among lenders of the applicable Class under such Group Credit Agreements, (ii) certain voting rights under the Group Credit Agreements shall be exercised on an aggregated basis among the lenders under the Group Credit Agreements, (iii) after the exercise of any remedy under any Group Credit Agreement or other Group Loan Document, all payments received by the Group Lenders shall be applied in accordance with the Intercreditor Agreement Among Group Lenders and (iv) they shall be otherwise bound by the terms of the Intercreditor Agreement Among Group Lenders. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
RECITALS A Upon consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 25, 1997 by and among X.X. Childs Equity Partners, L.P., a Delaware limited partnership, UHS Acquisition Corp., a Minnesota corporation, and Universal Hospital Services, Inc., a Minnesota corporation (the "Acquisition Agreement"), and of certain related transactions to be consummated concurrently therewith, the Stockholders (as hereinafter defined) will own (and may hereafter acquire) certain shares of Common Stock (as hereinafter defined) and certain options, warrants, securities and other rights to acquire from the Company, by exercise, conversion, exchange or otherwise, shares of Common Stock or securities convertible into Common Stock. B. All of the Stockholders desire to enter into this Agreement for the purpose of regulating certain aspects of the Stockholders' relationships with one another and with the Company. AGREEMENT In consideration of the premises and the mutual promises, representations, warranties, covenants and conditions set forth in this Agreement, the parties to this Agreement mutually agree as follows: ARTICLE I
Recitals by Company The recitals in this Supplemental Indenture are made by the Company only and not by the Trustee, and all of the provisions contained in the Base Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Notes and of this Supplemental Indenture as fully and with like effect as if set forth herein in full.
ACCURACY OF RECITALS Borrower acknowledges the accuracy of the Recitals.
Incorporation of Recitals; Definitions The foregoing recitals are incorporated herein. Capitalized terms not otherwise defined herein shall have the meaning given such terms in the Agreement.
RECITALS The above recitals are true and correct and are incorporated herein, in their entirety, by this reference.
