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- Alternative Formats (Word, et al.)
- Agreement
- Definitions
- Table of Contents
- 10.1 Termination
- 10.2 Effect of Termination
- 10.3 Amendment
- 10.4 Extension; Waiver
- 10.5 Procedure for Termination, Amendment, Extension or Waiver
- 10. Termination, Amendment and Waiver
- 11.1 The Parent
- 11.2 Damages
- 11. Nondisclosure of Confidential Information
- 1.1 The Merger
- 12.10 Severability
- 12.11 Remedies Cumulative
- 12.12 Captions
- 12.1 Cooperation
- 12.2 Successors and Assigns
- 12.3 Entire Agreement
- 12.4 Counterparts
- 12.5 Brokers and Agents
- 12.6 Notices
- 12.7 Governing Law
- 12.8 Exercise of Rights and Remedies
- 12.9 Time
- 1.2 Effective Time
- 12. General
- 1.3 Effects of the Merger
- 1.4 Certificate of Incorporation and By-laws
- 1.5 Directors and Officers
- 1.6 Location, Date
- 1.7 Deliveries
- 1. the Merger; Closing
- 2.1 Conversion of Capital Stock; Merger Consideration
- 2.2 No Fractional Shares
- 2.3 Exchange Procedures
- 2.4 No Further Ownership Rights in Company Stock
- 2.5 Lost, Stolen or Destroyed Certificates
- 2.6 Taking of Necessary Action; Further Action
- 2.7 Dissenting Shares
- 2. Merger Consideration; Adjustments
- 3.1 Creation of Indemnity Escrow
- 3.2 Terms of Indemnity Escrow
- 3.3 Voting and Investment regarding Escrow Shares
- 3.4 Tax Escrow
- 3. Escrow
- 4.10 Financial Statements
- 4.11 Liabilities and Obligations
- 4.12 Permits
- 4.13 Real and Personal Property
- 4.14 Contracts and Commitments
- 4.15 Government Contracts
- 4.16 Title to Real Property
- 4.17 Insurance
- 4.18 Employees
- 4.19 Employee Benefit Plans and Arrangements
- 4.1 Corporate Existence
- 4.20 Compliance with Law; Authorizations
- 4.21 Transactions With Affiliates
- 4.22 Litigation
- 4.23 Taxes
- 4.24 Intellectual Property Matters
- 4.25 Completeness; No Violations
- 4.26 Absence of Changes
- 4.27 Deposit Accounts; Powers of Attorney
- 4.28 Books of Account
- 4.29 Environmental Matters
- 4.2 Corporate Power; Authorization; Enforceable Obligations
- 4.30 No Illegal Payments
- 4.31 Corporate Records
- 4.32 Brokers
- 4.33 Stockholder Approval by Written Consent
- 4.34 Real Property Holding Company
- 4.35 Knowledge of Principal Stockholder
- 4.3 Validity of Contemplated Transactions
- 4.4 Capitalization of the Company
- 4.5 Transactions in Capital Stock
- 4.6 Subsidiaries, etc
- 4.7 Predecessor Status, etc
- 4.8 Consents and Approvals
- 4.9 Third-Party Options, Warrants, etc
- 4. Representations, Warranties and Covenants of the Company
- 5.10 Brokers
- 5.11 Tax Matters
- 5.1 Corporate Existence
- 5.2 Corporate Power and Authorization
- 5.3 Consents and Approvals
- 5.4 Parent Common Stock
- 5.5 SEC Documents; Parent Financial Statements
- 5.6 No Conflicts
- 5.7 Absence of Changes
- 5.8 Litigation
- 5.9 Interim Operations of Newco
- 5. Representations of the Parent and Newco
- 6.1 Conduct of Business
- 6.2 Compliance with Laws, etc
- 6.3 Exclusivity
- 6.4 Third-Party Approvals
- 6.5 Non-Competition Agreements
- 6.6 Lock-Up Agreements
- 6.7 Employment Agreements
- 6.8 Affiliate's Agreements
- 6. Covenants of the Company
- 7.10 Tax Matters
- 7.11 Reservation of Shares
- 7.12 Form S-8
- 7.13 Stockholder Approval and Investment Representation Letters
- 7.14 FIRPTA Compliance
- 7.1 Waiver by Series A Preferred Stockholders
- 7.2 Access to Information
- 7.3 Expenses
- 7.4 Public Disclosure
- 7.5 Approvals
- 7.6 Additional Documents and Further Assurances
- 7.7 Takeover Statutes
- 7.8 Notification of Certain Matters
- 7.9 Company Options, Warrants, etc
- 7. Additional Agreements
- 8.1 Conditions to Obligations of Each Party to Effect the Merger
- 8.2 Additional Conditions to Obligations of the Company
- 8.3 Additional Conditions to the Obligations of Parent and Newco
- 8. Conditions to the Merger
- 9.1 General Indemnification by the Company and the Stockholders
- 9.2 Indemnification by the Parent and Newco
- 9.3 Third-Party Claims
- 9.4 Limitations on Indemnification
- 9.5 Survival of Representations and Warranties
- 9.6 Limitation on Indemnity Obligations
- 9. Indemnification; Survival
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1 | 1st Page - Filing Submission
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2 | Table of Contents
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7 | Agreement
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" | 1. the Merger; Closing
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" | 1.1 The Merger
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" | 1.2 Effective Time
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" | 1.3 Effects of the Merger
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" | 1.4 Certificate of Incorporation and By-laws
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" | 1.5 Directors and Officers
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" | 1.6 Location, Date
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" | 1.7 Deliveries
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8 | 2. Merger Consideration; Adjustments
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" | 2.1 Conversion of Capital Stock; Merger Consideration
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9 | 2.2 No Fractional Shares
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" | 2.3 Exchange Procedures
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11 | 2.4 No Further Ownership Rights in Company Stock
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" | 2.5 Lost, Stolen or Destroyed Certificates
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" | 2.6 Taking of Necessary Action; Further Action
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" | 2.7 Dissenting Shares
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12 | 3. Escrow
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" | 3.1 Creation of Indemnity Escrow
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" | 3.2 Terms of Indemnity Escrow
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" | 3.3 Voting and Investment regarding Escrow Shares
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" | 3.4 Tax Escrow
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13 | 4. Representations, Warranties and Covenants of the Company
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" | 4.1 Corporate Existence
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" | 4.2 Corporate Power; Authorization; Enforceable Obligations
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" | 4.3 Validity of Contemplated Transactions
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14 | 4.4 Capitalization of the Company
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" | 4.5 Transactions in Capital Stock
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" | 4.6 Subsidiaries, etc
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15 | 4.7 Predecessor Status, etc
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" | 4.8 Consents and Approvals
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" | 4.9 Third-Party Options, Warrants, etc
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" | 4.10 Financial Statements
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16 | 4.11 Liabilities and Obligations
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" | 4.12 Permits
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" | 4.13 Real and Personal Property
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17 | 4.14 Contracts and Commitments
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19 | 4.15 Government Contracts
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" | 4.16 Title to Real Property
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" | 4.17 Insurance
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20 | 4.18 Employees
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" | 4.19 Employee Benefit Plans and Arrangements
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24 | 4.20 Compliance with Law; Authorizations
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" | 4.21 Transactions With Affiliates
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" | 4.22 Litigation
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" | 4.23 Taxes
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26 | 4.24 Intellectual Property Matters
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27 | 4.25 Completeness; No Violations
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28 | 4.26 Absence of Changes
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29 | 4.27 Deposit Accounts; Powers of Attorney
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" | 4.28 Books of Account
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30 | 4.29 Environmental Matters
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31 | 4.30 No Illegal Payments
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" | 4.31 Corporate Records
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" | 4.32 Brokers
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" | 4.33 Stockholder Approval by Written Consent
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" | 4.34 Real Property Holding Company
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" | 4.35 Knowledge of Principal Stockholder
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32 | 5. Representations of the Parent and Newco
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" | 5.1 Corporate Existence
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" | 5.2 Corporate Power and Authorization
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" | 5.3 Consents and Approvals
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" | 5.4 Parent Common Stock
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33 | 5.5 SEC Documents; Parent Financial Statements
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" | 5.6 No Conflicts
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" | 5.7 Absence of Changes
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34 | 5.8 Litigation
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" | 5.9 Interim Operations of Newco
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" | 5.10 Brokers
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" | 5.11 Tax Matters
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" | 6. Covenants of the Company
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" | 6.1 Conduct of Business
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38 | 6.2 Compliance with Laws, etc
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" | 6.3 Exclusivity
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" | 6.4 Third-Party Approvals
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" | 6.5 Non-Competition Agreements
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" | 6.6 Lock-Up Agreements
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39 | 6.7 Employment Agreements
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" | 6.8 Affiliate's Agreements
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" | 7. Additional Agreements
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" | 7.1 Waiver by Series A Preferred Stockholders
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" | 7.2 Access to Information
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" | 7.3 Expenses
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40 | 7.4 Public Disclosure
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" | 7.5 Approvals
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" | 7.6 Additional Documents and Further Assurances
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41 | 7.7 Takeover Statutes
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" | 7.8 Notification of Certain Matters
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" | 7.9 Company Options, Warrants, etc
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" | 7.10 Tax Matters
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" | 7.11 Reservation of Shares
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" | 7.12 Form S-8
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" | 7.13 Stockholder Approval and Investment Representation Letters
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42 | 7.14 FIRPTA Compliance
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" | 8. Conditions to the Merger
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" | 8.1 Conditions to Obligations of Each Party to Effect the Merger
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" | 8.2 Additional Conditions to Obligations of the Company
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43 | 8.3 Additional Conditions to the Obligations of Parent and Newco
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44 | 9. Indemnification; Survival
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" | 9.1 General Indemnification by the Company and the Stockholders
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45 | 9.2 Indemnification by the Parent and Newco
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46 | 9.3 Third-Party Claims
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47 | 9.4 Limitations on Indemnification
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" | 9.5 Survival of Representations and Warranties
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48 | 9.6 Limitation on Indemnity Obligations
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" | 10. Termination, Amendment and Waiver
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" | 10.1 Termination
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49 | 10.2 Effect of Termination
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" | 10.3 Amendment
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" | 10.4 Extension; Waiver
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" | 10.5 Procedure for Termination, Amendment, Extension or Waiver
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" | 11. Nondisclosure of Confidential Information
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" | 11.1 The Parent
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50 | 11.2 Damages
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" | 12. General
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" | 12.1 Cooperation
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" | 12.2 Successors and Assigns
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" | 12.3 Entire Agreement
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" | 12.4 Counterparts
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51 | 12.5 Brokers and Agents
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" | 12.6 Notices
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52 | 12.7 Governing Law
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" | 12.8 Exercise of Rights and Remedies
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" | 12.9 Time
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" | 12.10 Severability
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" | 12.11 Remedies Cumulative
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" | 12.12 Captions
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" | Definitions
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