Letter Agreement, dated as of November 21, 2018, by and among Cigna Corporation, Express Scripts Holding Company, Halfmoon Parent, Inc., Halfmoon I, Inc. and Halfmoon II, Inc

 

 

 

 

 

1. Termination Date.  Based on the information currently available to the parties as of the date of this Agreement, each of Cigna and Express Scripts agrees that (a) the Effective Time is not expected to occur on or before December 8, 2018 and (b) it is the expectation of the parties that on December 8, 2018, the conditions to the Closing will either have been satisfied or would have been satisfied if the Closing were to occur on such date, other than one or more of the conditions set forth in Section 8.1(c)(i) (only to the extent the applicable Legal Restraint relates to a Regulatory Law) or Section 8.1(d).  Accordingly, the parties confirm that this Agreement shall constitute notice from Express Scripts to Cigna, and from Cigna to Express Scripts, of the extension of the Termination Date from December 8, 2018 to June 8, 2019, in accordance with Section 9.1(b) of the Merger Agreement, and, subject to the terms thereof, from and after December 8, 2018, the notices provided under this Agreement shall be effective for all purposes.

 

 

2. Agreement.  This Agreement, the Merger Agreement and the Schedules and Exhibits hereto and thereto, and any other letter agreements between the parties hereto entered into on or prior to the date of this Agreement, constitute the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings relating to such subject matter.  Neither party hereto shall be liable or bound to the other party hereto in any manner by any representations, warranties or covenants relating to such subject matter except as specifically set forth herein and therein.

 

 

 

3. Incorporation by Reference.  Section 9.3, Section 9.4 and Article X of the Merger Agreement are incorporated by reference into this Agreement, mutatis mutandis, as if they were restated in full, with each reference to "this Agreement" in such Sections of the Merger Agreement being deemed a reference to this Agreement.

 

 

4. Effect on the Merger Agreement.  Except to the extent of the effect of the notice provided herein, pursuant to Section 9.2 of the Merger Agreement, all of the terms, agreements and conditions of the Merger Agreement remain unchanged and continue in full force and effect.  This Agreement is limited precisely as written and shall not be deemed to be an amendment, waiver or consent of any term, agreement or condition of the Merger Agreement or any of the documents referred to therein.