Amended and Restated Merger Agreement definition

Examples of Amended and Restated Merger Agreement in a sentence

• Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Amended and Restated Merger Agreement.

• Capitalized terms used but not defined in this Agreement are used in this Agreement with the meanings given to such terms in the Amended and Restated Merger Agreement.

• As of the date of this Amended and Restated Merger Agreement, none of the Debt Commitment Letters have been amended or modified (other than such amendments or modifications attached thereto that have been provided to the Company) in any respect, and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in a manner that would adversely affect or delay in any respect the availability of the full amount of the Financing at the Closing.

• Notwithstanding the foregoing, references to the date of the Amended and Restated Merger Agreement, as amended hereby, shall in all instances continue to refer to April 18, 2014, and references to “the date hereof” and “the date of this Agreement” shall continue to refer to April 18, 2014.

• Parent (or an Affiliate thereof) has fully paid or caused to be paid any and all commitment fees or other fees required by the Debt Commitment Letters to be paid to the extent the same are due and payable on or before the date of this Amended and Restated Merger Agreement.

• All rights, ownership and economic benefits of and relating to the Subject Shares will remain and belong to Stockholder, and neither the Company nor any of its Affiliates will have any authority to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations of ANI or exercise any power or authority to direct Stockholder in the voting of any of the Subject Shares, except as otherwise expressly provided herein or in the Amended and Restated Merger Agreement.

• Since the Parent Balance Sheet Date (a) the business of Parent and its Subsidiaries has been conducted in the ordinary course consistent with past practices in all material respects and (b) there has not been any action taken by Parent or any of its Subsidiaries that, if taken during the period from the date of the date of this Amended and Restated Merger Agreement through the Effective Time without the Company’s consent, would constitute a breach of Section 7.01.

• Stockholder understands and acknowledges that the Company is entering into the Amended and Restated Merger Agreement in reliance upon Stockholder’s execution, delivery and performance of this Agreement.

• Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Amended and Restated Merger Agreement.

• Stockholder acknowledges that ANI is subject to the non-solicitation prohibitions set forth in Section 5.3 of the Amended and Restated Merger Agreement and that the Stockholder has read and understands the terms thereof.