Appendices and Schedules. The following appendices and schedules are attached to and incorporated in this Agreement by this reference and deemed to form a part hereof:
Appendices and Schedules. The appendices and schedules hereto shall be construed with and be an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Nothing in the appendices or schedules constitutes an admission of any liability or obligation of any member of the NCR Group or the ATMCo Group or any of their respective Affiliates to any Third Party, nor, with respect to any Third Party, an admission against the interests of any member of the NCR Group or the ATMCo Group or any of their respective Affiliates. The inclusion of any item or liability or category of item or liability on any appendix or schedule is made solely for purposes of allocating potential liabilities among the Parties and shall not be deemed as or construed to be an admission that any such liability exists.
Appendices and Schedules. All attached and reserved Appendices and Schedules are incorporated by reference into this Agreement and are to be construed as an integral part of this Agreement. The Parties shall fill in all blanks, if any, in the attached Appendices and complete all reserved Appendices as required by this Agreement in order to consummate the transactions contemplated with this Agreement.
Appendices and Schedules. The mutual rights and obligations of the Authority and the Agency are set forth in the Agreement; in particular:
Appendices and Schedules. The following appendices and schedules are attached to, and form part of, this Agreement: Appendix A - Shareholders Agreement Appendix B - Share Exchange Agreement Appendix C - Private Placement Subscription Agreement Appendix D - License Agreement Schedule 4.01(f) - Serruya Licenses Schedule 4.02(f) - Aleafia Licenses
Appendices and Schedules. Each of the Appendices and Schedules referred to herein and attached hereto is an integral part of this Agreement and is incorporated herein by this reference.
Appendices and Schedules. The following Appendices and Schedules form part of this Agreement and are: Appendix A Allocation of Consideration Shares Appendix B Cancellation Option Agreement
Appendices and Schedules. (i) Appendix A - Products;
Appendices and Schedules. The Appendices and Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth herein.
Appendices and Schedules. Appendix 1 - Index of Certain Definitions Company Disclosure Schedules Schedule 2.2 - Capital Structure Schedule 2.4 - Financial Statements Schedule 2.5 - Certain Changes Schedule 2.6 - Undisclosed Liabilities Schedule 2.7 - Company Proceedings and Orders Schedule 2.9 - Governmental Authorizations Schedule 2.10 - Personal Property Schedule 2.11 - Intellectual Property Schedule 2.13 - Taxes Schedule 2.14 - Employee Benefit Plans Schedule 2.16 - Employee Matters Schedule 2.18 - Insurance Policies Schedule 2.22 - Named Shareholders Schedule 2.27 - Customers and Suppliers Schedule 2.28 - List of Material Contracts Schedule 2.30 - Material Third Party Consents Schedule 2.31 - Real Property Schedule 2.34 - Bank Accounts Other Schedules Schedule 5.2 - Exceptions to Restrictions on Conduct of Business of Company Schedule 6.8(a) - Holders of Outstanding Company Options Schedule 6.8(c) - Holders of Outstanding Common Warrants Schedule 6.9(a) - Employment Offers Schedule 6.9(c) - Employee Option Pool Schedule 6.9(d) - Retention Bonus Fund Schedule 6.24(a) - Disqualified Individuals Schedule 6.27 - Exchange Ratio Spreadsheet Schedule 6.29 Pool Participants Exhibit A - Certificate of Merger Exhibit B - Agreement of Merger Exhibit C - Affiliate Voting Agreement Exhibit D - Confidentiality Agreement Exhibit E - Holder Representation and Lock-Up Agreement Exhibit F - [Intentionally Omitted] Exhibit G - Employment and Noncompetition Agreement Exhibit H - Noncompetition Agreement Exhibit I - Escrow Agreement Exhibit J - FIRPTA Notice Exhibit K - IRS Notice Exhibit L - Registration Rights Agreement Exhibit M - [Intentionally Omitted] Exhibit N - Legal Opinion of Xxxxxxxx & Xxxxxxxx LLP Exhibit O - Legal Opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of May 6, 2003 (the "Execution Date") by and among PLX Technology, Inc., a Delaware corporation ("Parent"), HT Acquisition Sub, LLC, a Delaware limited liability corporation and a wholly owned subsidiary of Parent ("Merger Sub"), HiNT Corporation, a California corporation ("Company"), and Xxxxxxx Xxxxx in his capacity as the shareholders agent ("Shareholders' Agent"). Certain terms used in this Agreement are defined in Appendix 1.
