Pathlore definition
Examples of Pathlore in a sentence
Pathlore and SumTotal shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, accepting all reasonable additions, deletions or changes suggested in connection therewith.
For purposes of eligibility and vesting, each employee of Pathlore that becomes a participant in any employee benefit plan, program, policy or arrangement of SumTotal shall be given credit for all service prior to the Effective Time with Pathlore to the extent permissible under such plan, program, policy or arrangement except to the extent that such service credit will result in the duplication of benefits.
All income earned on the cash in the Escrow Fund, if any, shall become part of, and be held as an additional portion of the Escrow Fund in proportion to each Pathlore Stockholder’s original share of the Escrow Fund.
All issued and outstanding shares of Pathlore Capital Stock, all Pathlore Options, and all Pathlore Warrants were issued in compliance with all applicable federal and state securities laws and all requirements set forth in applicable contract.
This Agreement has been duly executed and delivered by Pathlore and, assuming the due authorization, execution and delivery by SumTotal and Merger Sub, constitutes the valid and binding obligation of Pathlore, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity.
Unless otherwise determined by SumTotal prior to the effective time of the First Merger, as of the effective time of the First Merger, by virtue of the First Merger and without any action on the part of Pathlore or Merger Sub, the officers of Merger Sub shall be the officers of the First Merger Surviving Entity, until their respective successors are duly appointed.
Anything to the contrary contained herein notwithstanding, Pathlore shall not include in the Soliciting Materials any information with respect to SumTotal or its Affiliates unless SumTotal has approved of the form and content of such information prior to inclusion, which approval by SumTotal shall not be unreasonably withheld, delayed or conditioned.
Neither Pathlore nor any of its Subsidiaries is presently, or has it been in the past, a party to, or bound by, any collective bargaining agreement or union contract with respect to Pathlore Employees and no collective bargaining agreement is being negotiated with respect to Pathlore Employees.
Section 2.13(b) of the Pathlore Schedules identifies as of the date hereof all of the leases or other occupancy agreements with respect to the Pathlore Facilities (the “Pathlore Leases”) and any amendments or modifications to the Pathlore Leases.
Notwithstanding anything contained herein to the contrary, nothing shall prohibit SumTotal from seeking and obtaining recourse against a Pathlore Stockholder in the event that SumTotal issues to such Pathlore Stockholder, or any of them, more than the Merger Consideration to which such stockholder is entitled pursuant to Article I of this Agreement.