Agreement And Plan Of Merger Template

3.2 Authority. Acquiror and Merger Sub have all the powers and powers necessary for companies to conclude this agreement and complete the proposed transactions. The implementation and implementation of this agreement and the completion of the transactions contemplated by Acquiror and Merger Sub were duly authorized by all necessary business actions by Acquiror and Merger Sub (with the voice, with the non-merger, presentation and registration of appropriate merger documents in accordance with Delaware law). This agreement was duly executed and delivered by Acquiror and Merger Sub and constitutes the valid and binding commitments of Acquiror and Merger Sub, subject to the corrective exception. 4.1 Target and Acquiror activities. During the period from the date of this contract to the prior date of termination of this contract or actual time, each of Target and Acquiror (except to the extent expressly provided for by this agreement or agreed in writing by the other) undertakes to continue its operations and subsidiaries in the usual manner , regular and usual in the usual, regular and usual way. , as it has been done so far. , to pay and induce their subsidiaries to pay debts and taxes, if due in the case of Taxes of Target or one of its subsidiaries, the consent of the purchaser to submit essential tax returns, if any, for the payment or performance of other obligations in the event of due, and to make all reasonable efforts that are consistent with the practice and previous guidelines to preserve the confidentiality of its subsidiaries and subsidiaries. The parties acknowledge that the Acquiror and Target have previously executed a confidentiality agreement of October 8, 2001 (the “confidentiality agreement”), which remains fully in effect and takes effect in accordance with their terms. Merger Sub agrees to be bound by the terms of the confidentiality agreement to the same extent as Acquiror. (j) some of the information required by the code.

Any holder of Target Stock or Target Options who, immediately prior to the merger, holds 10% or more (in value) of Target`s shares under Section 1060 (e) of the Code and who, as part of the merger, enters into a non-call agreement or other agreement with Target or Surviving Corporation (or related to a person entering into such a contract or agreement). , in the sense of section 267, point b) or section 707, point b) (1) of the code), the acquiror makes all the information required in point 5.15, section 16(b) of section 1060 of the code mandatory. Target takes all necessary steps to exempt transactions under this agreement and any other provision made by any person who is Target`s director or agent under Rule 16b-3, adopted pursuant to Exchange Act or copyright applications (“Confidential Information”) under this agreement. Each target and its respective subsidiaries have a policy requiring each employee, consultant and independent contractor to execute proprietary information and confidentiality agreements in Target`s standard forms, and all current and former Target employees, independent consultants and contractors and each subsidiary have executed such an agreement. Unless otherwise stated in Section 2.13 (g) of the Objective Offer Plan, any use, disclosure or appropriation of confidential information not held by Target or a subsidiary has been used or lawful, in accordance with the terms of a written agreement between Target or a subsidiary and the owner of that confidential information.

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