Page | (sequential) | | | | (alphabetic) | Top |
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- Alternative Formats (Word, et al.)
- (a) Assets Purchase
- (a) Company Merger Consideration
- (a) CPI Merger Consideration
- Additional Information
- Additional Services
- Adjournments or Postponements
- Adjustment to CPI Merger Consideration and Company Merger Consideration
- Agreement
- (a) Increase in After-Tax Proceeds of Asset Sale
- Amendment and Waiver
- Ancillary Agreements, The
- (a) Organization, Good Standing and Qualification
- (a) Paying Agent
- APPENDIX A Asset Purchase Agreement
- Appraisal Rights
- Approvals
- (a) Representations and Warranties
- Armkel Financing
- Armkel, LLC
- ARTICLE I DEFINITIONS 1.1 General Terms
- ARTICLE II ASSETS 2.1 Purchased Assets
- ARTICLE III LIABILITIES 3.1 Assumed Liabilities
- ARTICLE III THE SURVIVING COMPANY 3.1. Certificate of Incorporation of the Surviving Company
- ARTICLE II THE SURVIVING STOCKHOLDER 2.1. Certificate of Incorporation of the Surviving Stockholder
- ARTICLE I THE MERGERS 1.1. The CPI Merger
- ARTICLE IV CONSIDERATION FOR TRANSFER 4.1 Purchase Price
- ARTICLE IV EFFECT OF THE MERGERS ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES 4.1. Effect of the CPI Merger
- ARTICLE IX EMPLOYEES AND BENEFITS 9.1 Employees and Service Crediting
- ARTICLE IX MISCELLANEOUS AND GENERAL 9.1. Survival
- ARTICLE V CLOSING 5.1 Purchase and Sale; Assumption and Acceptance
- ARTICLE VI COVENANTS 6.1. Interim Operations
- ARTICLE VIII CERTAIN COVENANTS 8.1 Interim Operations
- ARTICLE V REPRESENTATIONS AND WARRANTIES 5.1. Representations and Warranties of CPI
- ARTICLE X CONDITIONS 10.1 Conditions to Each Party's Obligations
- ARTICLE XII MISCELLANEOUS AND GENERAL 12.1 Survival
- ARTICLE XI TERMINATION 11.1 Termination by Mutual Consent
- Asset Purchase Agreement
- Asset Purchase Agreement, The
- (a) Stock Options
- Background of the Asset Sale and the Merger
- (b) Cancellation of CPI Shares
- (b) Capital Structure
- (b) Corporate Authority
- (b) Decrease in After-Tax Proceeds of Asset Sale
- (b) Exchange Procedures
- Bill of Sale
- (b) No Effect on Certain Company Shares
- (b) Performance of Obligations of CPI and the Company
- (b) Recapitalization
- (b) Stock Awards
- Carter-Wallace, Inc
- Cautionary Statement Regarding Forward-Looking Statements
- (c) Buyer Closing Notice
- (c) Company Closing Notice
- (c) Company Merger Sub
- (c) Corporate Authority; Approval and Fairness
- (c) Corporate Authority; Approvals
- (c) CPI Merger Sub
- (c) Employee Benefits
- Certain Company Forecasts
- (c) Governmental Filings; No Violations
- Claim
- Closing
- (c) Net After Tax Proceeds Information
- Company
- Company Patent License Agreement
- Conditions to Asset Sale
- Conditions to Closing
- Conduct of Business Between Signing and Closing and other Covenants
- Consideration for Asset Sale
- Consumer Products Transitional Trademark License Agreement
- Covenants
- CPI Development Corporation
- CPI Indemnification Agreement, The
- CPI Voting Agreement and the CPI Stockholders Voting Agreement, The
- Cranbury Facilities Sharing Agreement and Lease
- Cranbury Facility
- (c) Stockholder Approval
- (c) Transfers
- Decatur Manufacturing Agreement
- (d) Financing
- (d) Governmental Filings; No Violations
- (d) Ownership of Shares
- (d) Parent Closing Notice
- (d) Regulatory Consents
- (d) Service and Assumption of Plan Obligations
- (d) Termination of Exchange Fund
- (e) Company Contracts
- Effect of Termination and Abandonment
- Effects of the Asset Sale and the Merger
- (e) Funds
- (e) Litigation and Liabilities
- (e) Lost, Stolen or Destroyed Certificates
- Employee Benefit Matters
- (e) No Litigation
- (e) No Orders
- Equipment
- (e) Severance Pay
- (e) Solvency Opinion
- Expenses
- (f) Company Reports; Financial Statements
- (f) Financial Structure
- (f) Fund Agreement
- (f) Payment of Bonuses
- (f) Taxes
- (g) Absence of Certain Changes
- (g) Additional Benefit Matters
- General
- Generics
- (h) Litigation and Liabilities
- (i) Employee Benefits
- Indemnification Agreement
- Indemnification; D&O Insurance
- Insurance Claims Agreement
- Interests of Carter-Wallace Directors and Executive Officers in the Transactions
- (j) Compliance with Laws; Permits
- (k) Takeover Statutes
- (l) Environmental Matters
- Liabilities
- Licensed Marks
- Market Prices of Common Stock
- MCC Acquisition Holdings Corporation
- MCC Acquisition Sub Corporation
- MCC Financing
- MCC Merger Sub Corporation
- Merger Agreement, The
- Mergers, The
- Mid-cap European pharmaceuticals
- (m) Taxes
- (n) Labor Matters
- Obligations to Recommend the Transaction and Limitations on Accepting Alternative Proposals
- (o) Insurance
- Opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc
- Opinion of JPMorgan
- Other Matters
- Our Officers and Directors and CPI Development Corporation's Officers and Directors Following the Mergers
- Ownership of the Company
- Parties, The
- Patents
- Payment for Shares
- (p) Intellectual Property
- Premises
- Price Range of Common Stock and Dividends
- Products
- Property
- Provisions for Unaffiliated Security Holders
- Purchase of Assets and Assumption of Liabilities
- (q) Brokers and Finders
- Questions and Answers About the Asset Sale and the Merger
- Recommendation of Our Board of Directors; Reasons for the Asset Sale and the Merger
- Record Date and Quorum Requirement
- Representations and Warranties
- (r) Real Property
- Security Ownership of Carter-Wallace Directors and Executive Officers
- Services
- Shareholder Proposals
- Solicitation of Proxies/Costs
- Source of Funds
- Special Meeting, The
- Specialty Pharmaceuticals
- Summary
- Table of Contents
- Term
- Termination
- The Ancillary Agreements
- The Asset Purchase Agreement
- The CPI Indemnification Agreement
- The CPI Voting Agreement and the CPI Stockholders Voting Agreement
- The Merger Agreement
- The Mergers
- The Parties
- The Special Meeting
- The Transactions
- The Voting Agreements
- Transactions, The
- Transition Services Agreement
- United States Federal Income Tax Consequences
- Voting Agreements, The
- Voting Procedures
- Voting Procedures; Required Vote; Revocability of Proxy
- Where You Can Find More Information
- 10.2 Conditions to Obligations of Buyer
- 10.3 Conditions to Obligations of the Company
- 11.2 Termination by Either Buyer or the Company
- 11.3 Termination by the Company
- 11.4 Termination by Buyer
- 11.5 Effect of Termination and Abandonment
- 11.6 Return of Information
- 12.10 Assignment
- 12.11 No Third-Party Beneficiary Rights
- 12.12 Bulk Transfers
- 12.13 Further Assurances
- 12.14 Enforcement
- 12.2 Expenses
- 12.3 Modification or Amendment
- 12.4 Waiver of Conditions
- 12.5 Counterparts
- 12.6 Governing Law and Venue; Waiver of Jury Trial
- 12.7 Notices
- 12.8 Entire Agreement; NO OTHER REPRESENTATIONS
- 12.9 Severability
- 1.2 Interpretation
- 1.2. The Company Merger
- 1.3. Closing
- 1.3 Knowledge
- 1.4. CPI Merger Effective Time
- 1.5. Company Merger Effective Time
- 2.2. Bylaws of the Surviving Stockholder
- 2.2 Excluded Assets
- 2.3. Directors of the Surviving Stockholder
- 2.4. Officers of the Surviving Stockholder
- 3.2. Bylaws of the Surviving Company
- 3.2 Excluded Liabilities
- 3.3. Directors of the Surviving Company
- 3.4. Officers of the Surviving Company
- 4.2 Allocation of Purchase Price
- 4.2. Effect of the Company Merger
- 4.3 Domestic Net Working Capital Adjustment
- 4.3. Payment for Shares
- 4.4. Dissenters' Rights
- 4.5. Adjustment to Merger Consideration Amounts
- 5.2 Closing Date
- 5.2. Representations and Warranties of the Company
- 5.3 Delivery and Payment by Buyer
- 5.4 Deliveries by the Company
- 5.5 Notices of Sale
- 6.10. Benefits
- 6.10 Environmental Matters
- 6.11. Expenses
- 6.11 Labor Matters
- 6.12. Indemnification; Directors' and Officers' Insurance
- 6.12 Insurance
- 6.13. Takeover Statute
- 6.13 Title to Tangible Personal Property
- 6.14. Parent Vote
- 6.14 Title to Owned and Leased Real Properties; Absence of Encumbrances
- 6.15 Adequacy and Sufficiency of Purchased Assets
- 6.15. Recapitalization
- 6.16 Intellectual Property
- 6.16. Return of Information
- 6.17 Brokers and Finders
- 6.17. Firpta
- 6.18. Debt Financing
- 6.18 Taxes
- 6.19. Inventory Build Out
- 6.20. Payment of CPI Indebtedness and Obligations
- 6.22. Sofibel
- 6.23. Fund Agreement
- 6.2. Acquisition Proposals
- 6.2 Corporate Authority; Stockholder Approval
- 6.3 Governmental Filings; No Violations
- 6.3. Stockholder Approvals
- 6.4 Business Contracts
- 6.4. Proxy Statement
- 6.5 Company Reports; Audited Financial Statements; Interim Financial Statements
- 6.5. Filings; Other Actions; Notification
- 6.6 Absence of Certain Changes
- 6.6. Access
- 6.7 Employee Benefits
- 6.7. Stock Exchange De-listing
- 6.8. Assets Purchase
- 6.8 Litigation and Liabilities
- 6.9 Compliance with Laws; Permits
- 6.9. Publicity
- 7.2 Corporate Authority
- 7.3. Conditions to Obligation of CPI and the Company
- 7.3 Governmental Filings; No Violations
- 7.4 Funds
- 7.5 Ownership of Shares
- 8.10 No Solicitation and No Hiring
- 8.11 Acquisition Proposals
- 8.12 Timing of Closing
- 8.13 Insurance
- 8.14 Sofibel S.A.R.L. Conversion
- 8.15 Carter-Horner Taxes
- 8.1. Termination by Mutual Consent
- 8.2 Access
- 8.2. Termination by Either Parent or the Company
- 8.3 Stockholder Approval
- 8.3. Termination by the Company
- 8.4 Proxy Statement
- 8.4. Termination by Parent
- 8.5. Effect of Termination and Abandonment
- 8.5 Filings; Other Actions; Notification
- 8.6 Equitable Assignment
- 8.7 Complete Financial Statements
- 8.8 Intercompany Accounts
- 8.9 Publicity
- 9.10. Severability
- 9.11. Interpretation
- 9.12. Assignment
- 9.2. Modification or Amendment
- 9.2 Transitional Employment Matters
- 9.3 Other Employee Matters
- 9.3. Waiver of Conditions
- 9.4. Counterparts
- 9.5. Governing Law and Venue; Waiver of Jury Trial
- 9.6. Notices
- 9.7. Entire Agreement; NO OTHER REPRESENTATIONS
- 9.8. No Third Party Beneficiaries
- 9.9. Obligations of Parent and of the Company
|
1 | 1st Page - Filing Submission
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" | Carter-Wallace, Inc
|
6 | Table of Contents
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9 | Questions and Answers About the Asset Sale and the Merger
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12 | Summary
|
" | The Special Meeting
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14 | The Parties
|
" | Armkel, LLC
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" | CPI Development Corporation
|
" | MCC Acquisition Holdings Corporation
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" | MCC Merger Sub Corporation
|
" | MCC Acquisition Sub Corporation
|
15 | The Transactions
|
" | Background of the Asset Sale and the Merger
|
16 | United States Federal Income Tax Consequences
|
" | Approvals
|
" | Source of Funds
|
17 | The Asset Purchase Agreement
|
" | Purchase of Assets and Assumption of Liabilities
|
" | Conditions to Asset Sale
|
18 | Termination
|
" | Expenses
|
" | The Merger Agreement
|
20 | The Ancillary Agreements
|
" | The Voting Agreements
|
" | The CPI Indemnification Agreement
|
21 | Security Ownership of Carter-Wallace Directors and Executive Officers
|
" | Market Prices of Common Stock
|
22 | Cautionary Statement Regarding Forward-Looking Statements
|
" | General
|
23 | Record Date and Quorum Requirement
|
" | Voting Procedures; Required Vote; Revocability of Proxy
|
24 | Adjournments or Postponements
|
" | Certain Company Forecasts
|
32 | Recommendation of Our Board of Directors; Reasons for the Asset Sale and the Merger
|
34 | Opinion of JPMorgan
|
37 | Specialty Pharmaceuticals
|
38 | Generics
|
" | Mid-cap European pharmaceuticals
|
41 | Opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc
|
48 | Interests of Carter-Wallace Directors and Executive Officers in the Transactions
|
50 | Effects of the Asset Sale and the Merger
|
51 | Appraisal Rights
|
54 | Provisions for Unaffiliated Security Holders
|
55 | Consideration for Asset Sale
|
" | Obligations to Recommend the Transaction and Limitations on Accepting Alternative Proposals
|
57 | Armkel Financing
|
58 | Representations and Warranties
|
59 | Conduct of Business Between Signing and Closing and other Covenants
|
" | Employee Benefit Matters
|
63 | Effect of Termination and Abandonment
|
66 | The Mergers
|
" | Our Officers and Directors and CPI Development Corporation's Officers and Directors Following the Mergers
|
" | Payment for Shares
|
67 | Adjustment to CPI Merger Consideration and Company Merger Consideration
|
70 | MCC Financing
|
71 | Covenants
|
73 | Indemnification; D&O Insurance
|
" | Conditions to Closing
|
77 | Amendment and Waiver
|
79 | Indemnification Agreement
|
" | Insurance Claims Agreement
|
" | Decatur Manufacturing Agreement
|
80 | Transition Services Agreement
|
" | Cranbury Facilities Sharing Agreement and Lease
|
" | Consumer Products Transitional Trademark License Agreement
|
" | Company Patent License Agreement
|
81 | The CPI Voting Agreement and the CPI Stockholders Voting Agreement
|
83 | Ownership of the Company
|
85 | Price Range of Common Stock and Dividends
|
86 | Additional Information
|
" | Solicitation of Proxies/Costs
|
" | Other Matters
|
" | Shareholder Proposals
|
" | Voting Procedures
|
87 | Where You Can Find More Information
|
88 | APPENDIX A Asset Purchase Agreement
|
" | Asset Purchase Agreement
|
94 | ARTICLE I DEFINITIONS 1.1 General Terms
|
100 | 1.2 Interpretation
|
" | 1.3 Knowledge
|
" | ARTICLE II ASSETS 2.1 Purchased Assets
|
101 | 2.2 Excluded Assets
|
102 | ARTICLE III LIABILITIES 3.1 Assumed Liabilities
|
" | Liabilities
|
103 | 3.2 Excluded Liabilities
|
104 | ARTICLE IV CONSIDERATION FOR TRANSFER 4.1 Purchase Price
|
" | 4.2 Allocation of Purchase Price
|
" | 4.3 Domestic Net Working Capital Adjustment
|
106 | ARTICLE V CLOSING 5.1 Purchase and Sale; Assumption and Acceptance
|
" | Closing
|
" | 5.2 Closing Date
|
" | 5.3 Delivery and Payment by Buyer
|
" | 5.4 Deliveries by the Company
|
107 | 5.5 Notices of Sale
|
108 | 6.2 Corporate Authority; Stockholder Approval
|
" | 6.3 Governmental Filings; No Violations
|
" | 6.4 Business Contracts
|
109 | 6.5 Company Reports; Audited Financial Statements; Interim Financial Statements
|
110 | 6.6 Absence of Certain Changes
|
" | 6.7 Employee Benefits
|
111 | 6.8 Litigation and Liabilities
|
" | 6.9 Compliance with Laws; Permits
|
112 | 6.10 Environmental Matters
|
" | 6.11 Labor Matters
|
" | 6.12 Insurance
|
113 | 6.13 Title to Tangible Personal Property
|
" | 6.14 Title to Owned and Leased Real Properties; Absence of Encumbrances
|
" | 6.15 Adequacy and Sufficiency of Purchased Assets
|
" | 6.16 Intellectual Property
|
114 | 6.17 Brokers and Finders
|
" | 6.18 Taxes
|
116 | 7.2 Corporate Authority
|
" | 7.3 Governmental Filings; No Violations
|
" | 7.4 Funds
|
" | 7.5 Ownership of Shares
|
117 | ARTICLE VIII CERTAIN COVENANTS 8.1 Interim Operations
|
119 | 8.2 Access
|
120 | 8.3 Stockholder Approval
|
" | 8.4 Proxy Statement
|
" | 8.5 Filings; Other Actions; Notification
|
122 | 8.6 Equitable Assignment
|
" | 8.7 Complete Financial Statements
|
123 | 8.8 Intercompany Accounts
|
" | 8.9 Publicity
|
124 | 8.10 No Solicitation and No Hiring
|
" | 8.11 Acquisition Proposals
|
126 | 8.12 Timing of Closing
|
" | 8.13 Insurance
|
" | 8.14 Sofibel S.A.R.L. Conversion
|
127 | 8.15 Carter-Horner Taxes
|
" | ARTICLE IX EMPLOYEES AND BENEFITS 9.1 Employees and Service Crediting
|
131 | 9.2 Transitional Employment Matters
|
132 | 9.3 Other Employee Matters
|
" | ARTICLE X CONDITIONS 10.1 Conditions to Each Party's Obligations
|
133 | 10.2 Conditions to Obligations of Buyer
|
" | 10.3 Conditions to Obligations of the Company
|
134 | ARTICLE XI TERMINATION 11.1 Termination by Mutual Consent
|
" | 11.2 Termination by Either Buyer or the Company
|
" | 11.3 Termination by the Company
|
135 | 11.4 Termination by Buyer
|
" | 11.5 Effect of Termination and Abandonment
|
136 | 11.6 Return of Information
|
" | ARTICLE XII MISCELLANEOUS AND GENERAL 12.1 Survival
|
" | 12.2 Expenses
|
137 | 12.3 Modification or Amendment
|
" | 12.4 Waiver of Conditions
|
" | 12.5 Counterparts
|
" | 12.6 Governing Law and Venue; Waiver of Jury Trial
|
138 | 12.7 Notices
|
139 | 12.8 Entire Agreement; NO OTHER REPRESENTATIONS
|
" | 12.9 Severability
|
" | 12.10 Assignment
|
140 | 12.11 No Third-Party Beneficiary Rights
|
" | 12.12 Bulk Transfers
|
" | 12.13 Further Assurances
|
" | 12.14 Enforcement
|
142 | Bill of Sale
|
160 | Licensed Marks
|
162 | Premises
|
163 | Term
|
169 | Claim
|
185 | Property
|
186 | Additional Services
|
188 | Products
|
189 | Equipment
|
231 | Patents
|
234 | Services
|
235 | Cranbury Facility
|
260 | ARTICLE I THE MERGERS 1.1. The CPI Merger
|
" | 1.2. The Company Merger
|
" | 1.3. Closing
|
" | 1.4. CPI Merger Effective Time
|
" | 1.5. Company Merger Effective Time
|
261 | ARTICLE II THE SURVIVING STOCKHOLDER 2.1. Certificate of Incorporation of the Surviving Stockholder
|
" | 2.2. Bylaws of the Surviving Stockholder
|
" | 2.3. Directors of the Surviving Stockholder
|
" | 2.4. Officers of the Surviving Stockholder
|
" | ARTICLE III THE SURVIVING COMPANY 3.1. Certificate of Incorporation of the Surviving Company
|
" | 3.2. Bylaws of the Surviving Company
|
" | 3.3. Directors of the Surviving Company
|
" | 3.4. Officers of the Surviving Company
|
262 | ARTICLE IV EFFECT OF THE MERGERS ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES 4.1. Effect of the CPI Merger
|
" | (a) CPI Merger Consideration
|
" | (b) Cancellation of CPI Shares
|
" | (c) CPI Merger Sub
|
" | 4.2. Effect of the Company Merger
|
" | (a) Company Merger Consideration
|
263 | (b) No Effect on Certain Company Shares
|
" | (c) Company Merger Sub
|
" | 4.3. Payment for Shares
|
" | (a) Paying Agent
|
" | (b) Exchange Procedures
|
264 | (c) Transfers
|
" | (d) Termination of Exchange Fund
|
" | (e) Lost, Stolen or Destroyed Certificates
|
265 | 4.4. Dissenters' Rights
|
" | 4.5. Adjustment to Merger Consideration Amounts
|
" | (a) Increase in After-Tax Proceeds of Asset Sale
|
" | (b) Decrease in After-Tax Proceeds of Asset Sale
|
" | (c) Net After Tax Proceeds Information
|
267 | ARTICLE V REPRESENTATIONS AND WARRANTIES 5.1. Representations and Warranties of CPI
|
" | (a) Organization, Good Standing and Qualification
|
" | (b) Capital Structure
|
268 | (c) Corporate Authority; Approvals
|
" | (d) Governmental Filings; No Violations
|
269 | (e) Litigation and Liabilities
|
" | (f) Taxes
|
" | 5.2. Representations and Warranties of the Company
|
270 | (c) Corporate Authority; Approval and Fairness
|
271 | (e) Company Contracts
|
272 | (f) Company Reports; Financial Statements
|
273 | (g) Absence of Certain Changes
|
" | (h) Litigation and Liabilities
|
" | (i) Employee Benefits
|
275 | (j) Compliance with Laws; Permits
|
" | (k) Takeover Statutes
|
" | (l) Environmental Matters
|
276 | (m) Taxes
|
277 | (n) Labor Matters
|
" | (o) Insurance
|
" | (p) Intellectual Property
|
278 | (q) Brokers and Finders
|
" | (r) Real Property
|
" | (b) Corporate Authority
|
279 | (c) Governmental Filings; No Violations
|
" | (d) Ownership of Shares
|
280 | (e) Funds
|
" | (f) Financial Structure
|
" | ARTICLE VI COVENANTS 6.1. Interim Operations
|
283 | 6.2. Acquisition Proposals
|
285 | 6.3. Stockholder Approvals
|
" | 6.4. Proxy Statement
|
286 | 6.5. Filings; Other Actions; Notification
|
287 | 6.6. Access
|
" | 6.7. Stock Exchange De-listing
|
" | 6.8. Assets Purchase
|
288 | 6.9. Publicity
|
" | 6.10. Benefits
|
" | (a) Stock Options
|
" | (b) Stock Awards
|
289 | (c) Employee Benefits
|
" | (d) Service and Assumption of Plan Obligations
|
" | (e) Severance Pay
|
" | (f) Payment of Bonuses
|
290 | (g) Additional Benefit Matters
|
" | 6.11. Expenses
|
" | 6.12. Indemnification; Directors' and Officers' Insurance
|
291 | 6.13. Takeover Statute
|
292 | 6.14. Parent Vote
|
" | 6.15. Recapitalization
|
" | 6.16. Return of Information
|
" | 6.17. Firpta
|
" | 6.18. Debt Financing
|
" | 6.19. Inventory Build Out
|
" | 6.20. Payment of CPI Indebtedness and Obligations
|
293 | 6.22. Sofibel
|
" | 6.23. Fund Agreement
|
" | (a) Assets Purchase
|
" | (b) Recapitalization
|
" | (c) Stockholder Approval
|
" | (d) Regulatory Consents
|
" | (e) No Orders
|
294 | (a) Representations and Warranties
|
" | (b) Performance of Obligations of CPI and the Company
|
" | (c) Company Closing Notice
|
" | (d) Financing
|
295 | (e) No Litigation
|
" | (f) Fund Agreement
|
" | 7.3. Conditions to Obligation of CPI and the Company
|
" | (c) Buyer Closing Notice
|
" | (d) Parent Closing Notice
|
" | (e) Solvency Opinion
|
" | 8.1. Termination by Mutual Consent
|
296 | 8.2. Termination by Either Parent or the Company
|
" | 8.3. Termination by the Company
|
" | 8.4. Termination by Parent
|
297 | 8.5. Effect of Termination and Abandonment
|
298 | ARTICLE IX MISCELLANEOUS AND GENERAL 9.1. Survival
|
" | 9.2. Modification or Amendment
|
" | 9.3. Waiver of Conditions
|
" | 9.4. Counterparts
|
" | 9.5. Governing Law and Venue; Waiver of Jury Trial
|
299 | 9.6. Notices
|
300 | 9.7. Entire Agreement; NO OTHER REPRESENTATIONS
|
" | 9.8. No Third Party Beneficiaries
|
" | 9.9. Obligations of Parent and of the Company
|
" | 9.10. Severability
|
" | 9.11. Interpretation
|
301 | Agreement
|
" | 9.12. Assignment
|
349 | Company
|