MERGER CLAUSE definition

MERGER CLAUSE. The Client understands and agrees that this Contract constitutes the entire understanding of the parties with regard to this matter, and no statements, oral or otherwise, shall be enforceable unless made in writing and signed by all parties to this Contract.
Sample 1

Examples of MERGER CLAUSE in a sentence

  • ARTICLE 69 ENTIRE CONTRACT – MERGER CLAUSE This written Contract including any attachments or references which have been incorporated herein, contains all the terms and conditions agreed upon by the parties hereto, and no other agreement, oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind any of the parties hereto, or to vary any of the terms contained herein.

  • SECTION 7 – MERGER CLAUSE This written agreement which includes the Request for Proposals and associated exhibits, to include Exhibit A Scope of Work, Exhibit B Schedule, Exhibit C Billing Rates, Exhibit D Cost Estimate and Appendix A constitute the entire agreement of the parties.

  • MERGER CLAUSE The contract to purchase supersedes any and all understandings and agreements and constitutes the entire Agreement between [the] Parties hereto and Brokers .

  • I.12 CONTRACT MERGER CLAUSE This Contract, including incorporated documents, constitutes the entire agreement between the parties.

  • Other borrowings can consist of FHLB convertible advances, FHLB of Atlanta overnight advances, FHLB advances maturing within one year, federal funds purchased, Federal Reserve Board Discount Window and securities sold under agreements to repurchase (“repo”) that mature within one year, which are secured transactions with customers.

  • MERGER CLAUSE: THIS CONTRACT AND ATTACHED EXHIBITS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES.

  • MERGER CLAUSE: This Agreement contains the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements.

  • MERGER CLAUSE: the seller’s salespeople may have made oral statements about the merchandise described in this contract.

  • MERGER CLAUSE This written agreement contains all the terms and conditions agreed upon by the parties hereto, and no other agreement, or otherwise, regarding the subject matter of this agreement shall be deemed to existed or to bind any of the parties hereto, or to vary any of the terms contained herein.

  • MERGER CLAUSE 24CONTRACT BETWEEN PDSC AND CONTRACTOR PAYMENT SCHEDULE 26CONTRACT BETWEEN PDSC AND CONTRACTOR CASELOAD AND CASE VALUE MATRIX 27 GENERAL TERMS1 DEFINITIONS AND CASE CREDIT RULES 1.1 Interpretation of TermsWords, terms, and phrases not specifically defined in this contract shall have the ordinary meaning ascribed to them unless the context clearly indicates otherwise.

Related to MERGER CLAUSE

  • Base Merger Consideration means an amount equal to $1,855,000,000.

  • Cash Merger Consideration has the meaning set forth in Section 2.5.

  • Merger Closing shall have the meaning set forth in Section 2.2.

  • Parent SEC Documents has the meaning set forth in Section 4.6(a).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Specified Merger Agreement Representations such of the representations made by the Target with respect to the Target and its Subsidiaries in the Merger Agreement as are material to the interests of the Lenders and the Joint Bookrunners (in their capacities as such), but only to the extent that the Borrower (or its Affiliates) has the right to terminate the Borrower’s (or such Affiliate’s) obligations under the Merger Agreement or the right to decline to consummate the Merger as a result of a breach of such representations in the Merger Agreement.

  • Parent SEC Reports has the meaning set forth in Section 4.5(a).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Company Charter means the certificate of incorporation of the Company, as amended.

  • Surviving Provisions has the meaning specified in Section 10.02.

  • Company Charter Documents means the Company’s certificate of incorporation and bylaws, each as amended to the date of this Agreement.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • TBCA means the Texas Business Corporation Act.

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • EC Merger Regulation means Council Regulation (EC) No 139/2004 of January 20, 2004 on the control of concentrations between undertakings, as amended.

  • Control share acquisition means the acquisition by any Person of Beneficial Ownership of shares of the Trust, which, but for the provisions of this Article XIII, would have voting rights and which, when added to all other shares of the Trust beneficially owned by such Person (including shares otherwise included in the categories enumerated in Section 1(c)(2)(i) through (vi) below), would entitle such Person, upon acquisition of such shares, to vote or direct the voting of shares of the Trust having voting power in the election of Trustees (except for elections of Trustees by preferred shareholders of the Trust voting as a separate class) within any of the following ranges of such voting power:

  • Continuing Disclosure Certificate means that certain Continuing Disclosure Certificate executed by the District and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Good Standing); Section 3.2 (Corporate Power; Enforceability); Section 3.3(a) (Company Board Approval); Section 3.3(b) (Anti-Takeover Laws); Section 3.4 (Requisite Stockholder Approvals); Section 3.5(a) (Non-Contravention); Section 3.7 (Company Capitalization); and Section 3.25 (Brokers).

  • Promotion of Access to Information Act ’ means the Promotion of Access to Information Act, 2000 (Act No. 2 of 2000);

  • Merger Agreement has the meaning set forth in the Recitals.

  • Financial Consequences means a financial sanction imposed for an anti-doping rule violation or to recover costs associated with an anti-doping rule violation; and

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Community Charter means the Community Charter, S.B.C. 2003, c. 26, as may be amended or replaced from time to time;

  • Article 55 BRRD means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

  • Share Acquisition Date means the first date of public announcement by the Company (by press release, filing made with the Securities and Exchange Commission or otherwise) that an Acquiring Person has become such.