Ratification of the Merger Agreement Sample Clauses

Ratification of the Merger Agreement. Except as otherwise expressly provided herein, all of the terms and conditions of the Merger Agreement are ratified and shall remain unchanged and continue in full force and effect.
Sample 1
Ratification of the Merger Agreement. Notwithstanding anything to the contrary herein contained or any claims of the parties to the contrary, the parties hereto agree that the Merger Agreement is in full force and effect and shall remain in full force and effect, as amended by this Amendment, and each of the parties thereto, hereby ratifies and confirms its obligations thereunder.
Sample 1
Ratification of the Merger Agreement. It is the express intention of the Parties that this Amendment shall not, and shall not be interpreted to, expand or reduce the rights of any Party except as and solely to the extent expressly provided herein. Except as otherwise expressly provided herein, all of the terms and conditions of the Merger Agreement are ratified and shall remain unchanged and continue in full force and effect.
Sample 1
Ratification of the Merger Agreement. Except as modified herein, in all other respects the Merger Agreement is ratified and approved. CRI ADVANTAGE, INC. RIPTIDE WORLDWIDE, INC. formerly SXXX DEVELOPMENT CORP. By: By: Gxxx Xxxxxxxxxx Fxxxxxx X. Xxxxx President and CEO Chairman and CEO CERTAIN COMPANY SHAREHOLDERS By: Mxxxx Xxxxxxxxxx By: Gxxx Xxxxxxxxxx By: Txxx Tobbaccowala Schedule 1 List of Shareholders Name Title Number of Shares Owned Beneficially Gxxx Xxxxxxxxxx CEO and President-Director 17,200,000 Jxxx Xxxxxxxxxx Secretary Treasurer-Director — Mxxxx Xxxxxxxxxx Vice President of Operations-Director 2,000,000 Txx Xxxxxx Chief Financial Officer — Txxx Xxxxxxxxxxx Chairman of the Board 800,000 20,000,000 Schedule 1.14 (Amended) Outstanding Tax Liability Payee Amount Internal Revenue Service $ 371,774.25 State of Idaho Withholding Tax Liability $ 260,721.85 Total Tax Liability $ 632,496.10 Exhibit A Company’s Debt Amount (as of 0 January 11, 2008) Washington Trust Bank $ 178,744.79 Key $ 1,100,000.00 Sxxxxxx $ 800,867.05 IRS $ 371,774.25 State $ 260,721.85 Total $ 2,712,107.94
Sample 1

Related to Ratification of the Merger Agreement

  • of the Merger Agreement Section 5.3 of the Merger Agreement shall be deleted and replaced in its entirety with the following:

  • Merger Agreement The term "Merger Agreement" shall have the meaning set forth in the preface.

  • Amendments to the Merger Agreement The Merger Agreement is hereby amended as follows:

  • Termination of Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Amendments to Merger Agreement The Merger Agreement is hereby amended as follows:

  • No Change in Recommendation or Alternative Acquisition Agreement Neither the Company Board nor any committee thereof shall:

  • Consummation of the Merger As soon as practicable after the Closing, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with such Secretary of State, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time and date the Merger becomes effective being the “Effective Time” and “Effective Date,” respectively).

  • AMENDMENT OF AGREEMENT; MERGER The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners:

  • Consummation of Agreement Buyer shall fulfill and perform in all material respects all conditions and obligations to be fulfilled and performed by Buyer under this Agreement and make every reasonable effort to cause the transactions contemplated by this Agreement to be fully carried out.

  • Merger of Agreement This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.

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