Merger/Integration Clause Samples

Merger/Integration. This Agreement, together with the other agreements referred to herein and the schedules attached hereto, constitutes the entire agreement, and supersedes all other prior agreements and undertakings, both written and oral, among the Parties with respect to the subject matter hereof.

Merger/Integration. Except as specifically stated otherwise herein, this Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement. This Agreement may not be modified, amended, waived or supplemented except as provided herein.

Merger/Integration. Notwithstanding that ACB believes that it has established all allowances and taken all provisions for losses required by GAAP and applicable laws, ACB recognizes that FNBNC may have adopted different loan, accrual and allowance policies (including loan classifications and levels of allowances for losses). In that regard and in general from and after the date of this Agreement to the Effective Time of the Merger, ACB and FNBNC shall consult and cooperate with each other in order to formulate the plan of integration for the Merger and the Bank Merger, including, among other things, with respect to conforming, immediately prior to the Effective Time of the Merger, based upon such consultation, ACB’s loan, accrual and allowance policies to those policies of FNBNC to the extent consistent with GAAP, provided, however, that no such additional accruals and loss allowances will be required to be made more than two (2) business days prior to the Closing Date and only after all conditions under Articles 7 and 8 have been satisfied or waived.

Merger/Integration. This Agreement constitutes and embodies the final agreement between you and Assure Disability and contains the complete and exclusive expression of your and our agreement pertaining to its subject matter. All prior or contemporaneous writings, negotiations, and discussions between you and Assure Disability regarding the subject matter hereof are expressly merged into and superseded by this Agreement. We expressly object to any do not agree to any terms and conditions presented by you that are in addition to or different from those contained in this Agreement or an Order Form. You acknowledge that no terms and conditions presented by you that purport to add to, modify, or vary the terms and conditions of this Agreement or an Order Form will be binding on us, including (i) text or information set forth on any purchase order, email correspondence, invoice or invoice process, or preprinted form, or (ii) terms and conditions of any request for proposal, request for bid, request for information, or questionnaire. In entering into this Agreement, neither you nor Assure Disability has relied upon any statement, representation, warranty, or agreement of the other party except to the extent expressly contained in this Agreement.

Merger/Integration. THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.

Merger/Integration. This Agreement constitutes and embodies the final agreement between you and Crave and contains the complete and exclusive expression of your and our agreement pertaining to its subject matter. All prior or contemporaneous writings, negotiations, and discussions between you and ▇▇▇▇▇ regarding the subject matter hereof are expressly merged into and superseded by this Agreement. We expressly object to and do not agree to any terms and conditions presented by you that are in addition to or different from those contained in this Agreement or an Order Form. You acknowledge that no terms and conditions presented by you that purport to add to, modify, or vary the terms and conditions of this Agreement or an Order Form will be binding on us, including (i) text or information set forth on any purchase order, email correspondence, invoice or invoice process, or pre-printed form, or (ii) terms and conditions of any request for proposal, request for bid, request for information, or questionnaire. In entering into this Agreement, neither you nor Crave has relied upon any statement, representation, warranty, or agreement of the other party except to the extent expressly contained in this Agreement.

Merger/Integration. This writing is intended by the parties as a complete and final statement of their agreement, and it supersedes and replaces any prior oral or written statements or agreements. This Agreement may only be modified or amended by a writing which is executed by both parties. This Agreement shall survive the delivery of leases and assignments under Article 7 and shall not be merged into such leases and assignments.

Merger/Integration. We continue to integrate Gilead with NeXstar and unforeseen integration issues could disrupt our business or require us to expend substantially more financial resources than anticipated. REGULATORY PROCESS. The FDA and foreign agencies could reject or limit the commercialization of our products for a number of reasons. If these agencies reject or limit the commercialization of our products, our financial results would be adversely affected. AMBISOME SALES. We rely on sales of AmBisome for a significant portion of our operating income. If revenues from sales of AmBisome decrease, our operating income would decrease. MARKET ACCEPTANCE OF PRODUCTS. If our products do not achieve and sustain market acceptance, our results of operations will suffer. Tamiflu is in a new class of drugs that represent a new approach to treating the flu. In order for Tamiflu to achieve significant market acceptance, our marketing partner, ▇▇▇▇▇▇▇▇-▇▇ ▇▇▇▇▇, must change attitudes toward flu treatment. COLLABORATIONS. We depend on collaborations for the development and commercialization of certain products and for revenue, including the collaboration with ▇▇▇▇▇▇▇▇-▇▇ ▇▇▇▇▇ for sales of Tamiflu and the collaboration with Fujisawa for sales of AmBisome in the United States and Canada. These collaborations could fail for a number of reasons. We will also seek additional collaborations, including a collaboration for adefovir dipivoxil for the treatment of Hepatitis B virus infection. If our collaborations fail or if we are unable to establish additional collaborations, our financial results would be adversely affected. FOREIGN CURRENCY FLUCTUATIONS. A significant portion of our sales is in foreign currency. Increases in the value of the U.S. Dollar against foreign currencies can reduce our U.S. Dollar return on these sales and negatively impact our financial condition. UNCERTAIN FINANCIAL RESULTS. We expect that our financial results will continue to fluctuate from quarter to quarter and that such fluctuations may be substantial. We have never been profitable on a full-year basis and may never achieve or sustain profitability. As of December 31, 1999, our accumulated deficit was $449.2 million. REVENUES We had total revenues of $169.0 million, $151.1 million and $132.3 million for the years ended December 31, 1999, 1998 and 1997, respectively. Total revenues include revenues from net product sales, net royalties and contracts, including research and development ("R&D") collaborations. Ne...

Merger/Integration. The 2004 Annual Performance Bonus based on Merger Integration is based on the successful integration of the operation of First Capital Bank and Chattahoochee National Bank into one well functioning unit, by a date to be determined based on input from the integration teams, as set forth below: Successful integration by: Bonus -------------------------- ----- September 30, 2004 $ 18,000 October 30,2004 $ 9,000 November 30, 2004 $ 3,000 - C. STRATEGIC INITIATIVES The 2004 Annual Performance Bonus based on Strategic Initiatives is based on the Employee accomplishing major new initiatives as determined by the Compensation Committee of CNB Holdings, Inc.'s Board of Directors in its sole discretion. Currently, the recruitment of C&I Team Leaders and Producers are the 2004 initiatives and the bonus structure is set forth below: Successful Recruitment of: Bonus -------------------------- ----- One Team Leader with Production Team $ 6,000 Two Team Leaders with Production Team $ 12,000 Three Team Leaders with Production Team $ 18,000 Four Team Leaders with Production Team $ 24,000 For the purposes of this Agreement, Team Leaders must be "A" quality lenders with a demonstrated performance record in one of CNB's target markets and approved by the Compensation Committee. Producers must be bankers of proven reputation and production, as determined and approved by the Compensation Committee. Further, to count as a successful recruitment, the recruit must commit to employment with CNB during the 2004 calendar year and be on the payroll of CNB no later than February 15, 2005.