Counterparts; Effectiveness; Interpretation Clause Samples
Counterparts; Effectiveness; Interpretation. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation".
Counterparts; Effectiveness; Interpretation. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by
Counterparts; Effectiveness; Interpretation. 23 11.10 Effect of Disclosure Schedule.......................................................23 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement"), is entered into as of May 14, 1998, among ACS SYSTEMS, INC., a California corporation (the "Company"), MICRO GENERAL CORPORATION, a Delaware corporation ("Parent"), ACS MERGER, INC., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Subsidiary") and FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation and the indirect parent corporation of the Company ("Fidelity").
Counterparts; Effectiveness; Interpretation. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation". Any representation or warranty in this Agreement which is expressed as made to the Company's knowledge or to the knowledge of the Company means the knowledge, after reasonable investigation and due inquiry, of the directors and executive officers of the Company.
Counterparts; Effectiveness; Interpretation. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto. When a reference is made in this Agreement to an Article or Section, such reference shall be to an Article or section of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement Whenever the words "include", "includes" or "including" are used In this Agreement, they shall be deemed to be followed by the words "without limitation". The parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. GB FOODS CORPORATION By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Executive Officer TLS ACQUISITION CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President TIMBER LODGE STEAKHOUSE, INC. BY: /s/ ▇▇▇▇▇▇ ▇. Kowland ------------------------------------ Name: ▇▇▇▇▇▇ ▇. Kowland Title: Chief Executive Officer Fidelity National Financial, Inc. is executing this Agreement solely for the purposes of agreeing that, if the Company's stockholders approve the Merger at the meeting held for that purpose, it will exercise currently outstanding warrants to acquire Parent Common Stock as contemplated by Section 8.1(d). FIDELITY NATIONAL FINANCIAL, INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President The undersigned is executing this Agreement solely for the purposes of acknowledging its agreement to negotiate in good faith lo sell JB Restautants to the Company as contemplated by Section 8.2(g). CKE ENTERPRISES, INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President EXHIBIT A FORM OF AFFILIATE AGREEMENT FOR STOCKHOLDERS OF TIMBER LODGE STEAKHOUSE, INC. THIS AFFIFIATE AGREEMENT (this "Agreement") is made and entered into as of ______________, 1998, by and between GB FOODS CORPORATION, a Delaware corporation ("Parent") and the stockholder of TIMBER LODGE STEAKHOUSE, IN...
Counterparts; Effectiveness; Interpretation. 37 10.10 Effect of Disclosure Schedule...................................... 37 10.11 Arbitration........................................................ 37 THIS AGREEMENT AND PLAN OF MERGER (the "Agreement"), is entered into as of March 25, 1998, among MATRIX CAPITAL CORPORATION, a Colorado corporation (the "Company"), FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation ("Parent"), and MCC MERGER, INC., a Colorado corporation and a wholly-owned subsidiary of Parent ("Merger Subsidiary").
Counterparts; Effectiveness; Interpretation. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation". 28 The parties hereto have caused this Agreement to be signed by their respective authorized officers as of the date first written above. COMPUTER ASSOCIATES INTERNATIONAL, INC. By:______/s/ Sanjay Kumar________________ Name: Sanjay Kumar Title: President a▇▇ ▇▇▇▇▇ ▇▇▇rating Officer TSE-TSEHESE-STAESTSE, INC. By:______/s/ Sanjay Kumar________________ Name: Sanjay Kumar Title: President CHEYENNE SOFTWARE, INC. By:______/s/ ReiJane Huai________________ Name: ReiJane Huai Title: Chairman an▇ ▇▇▇▇▇ ▇▇▇▇utive Officer ANNEX I Notwithstanding any other provision of the Offer, Parent and Merger Subsidiary shall not be required to accept for payment or pay for any Shares, and may terminate the Offer, if (i) by the expiration of the Offer, the Minimum Condition shall not have been satisfied, (ii) by the expiration of the Offer, the applicable waiting period under the HSR Act shall not have expired or been terminated, or (iii) at any time on or after October 7, 1996 and prior to the acceptance for payment of Shares pursuant to the Offer, any of the following conditions exist: (a) there shall be instituted or pending any action or proceeding by any Governmental Entity or by any other person, domestic or foreign, before any Governmental Entity or arbitrator, (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the making of the Offer, the acceptance for payment of or payment for some of or all the Shares by Parent or Merger Subsidiary or the consummation by Parent or Merger Subsidiary of the Merger, seeking to obtain material damages or otherwise directly or indirectly relating to the transactions contemplated b...
Counterparts; Effectiveness; Interpretation. This Release may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Release shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto. When a reference is made in this Release to a Section, such reference shall be to a Section of this Release unless otherwise indicated. The headings contained in this Release are for reference purposes only and shall not affect in any way the meaning or interpretation of this Release. Whenever the words “include”, “includes” or “including” are used in this Release, they shall be deemed to be followed by the words “without limitation”.
Counterparts; Effectiveness; Interpretation. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." The parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. 46 52 SAGE LABORATORIES, INC. By: /s/ Carl ▇. ▇▇▇g▇▇▇▇▇▇ ----------------------- Carl ▇. ▇▇▇g▇▇▇▇▇▇ Chief Executive Officer By: /s/ Carl ▇. ▇▇▇g▇▇▇▇▇▇ ----------------------- Carl ▇. ▇▇▇g▇▇▇▇▇▇ Treasurer FILTRONIC PLC By: /s/ Chri▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ -------------------------- Name: Chri▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Company Secretary FIL ACQUISITION CORP. By: /s/ Prof▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ -------------------------- Name: Prof▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Title: President By: /s/ Chri▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ --------------------------- Name: Chri▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Clerk
Counterparts; Effectiveness; Interpretation. 35 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement"), is entered into as of June 8, 1999, by and among LA SALSA HOLDING CO., INC., a Delaware Corporation (the "Company"), SANTA BARB▇▇▇ ▇▇▇TAURANT GROUP, INC., a Delaware corporation ("Parent"), LA SALSA MERGER, INC., a Delaware corporation and a wholly-owned subsidiary of Parent ("Sub"). All capitalized terms used herein shall have the meaning set forth on Exhibit A hereto.