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DOCUMENT TITLE:
AGREEMENT AND PLAN OF MERGER
.
ACTIONS:
Here are the clause headings in the document. To view the clause, click the clause heading.To view the full document, click the "View Document" button.
Clause Heading
2.1 - Effective Time of the Merger.
2.2 - Closing.
2.3 - Effects of the Merger.
2.4 - Directors and Officers.
3.1 - Conversion of Capital Stock.
(b) - Cancellation of Stock Owned by the Parties and Their Subsidiaries.
(c) - Treatment of Company Stock Options and Common Stock Purchase Warrants.
3.2 - Exchange of Certificates, Company Stock Options and Company Stock Purchase Warrants.
(a) - Exchange Agent.
(b) - Exchange Procedures.
(c) - No Further Ownership Rights in Shares.
(d) - Termination of Exchange Fund.
(f) - No Liability.
(g) - Withholding Rights.
(h) - Lost Certificates.
ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF THE COMPANY
4.1 - Organization, Standing and Power; Subsidiaries.
4.2 - Capitalization.
4.3 - Authority; No Conflict; Required Filings and Consents.
4.4 - SEC Filings; Financial Statements; Reporting Requirements.
4.5 - No Undisclosed Liabilities; Indebtedness.
4.6 - Absence of Certain Changes or Events.
4.7 - Taxes.
4.8 - Owned and Occupied Real Properties.
4.9 - Intellectual Property.
4.10 - Agreements, Contracts and Commitments; Government Contracts.
4.11 - Litigation; Product Liability; Product Recalls.
4.12 - Environmental Matters.
4.13 - Employee Benefit Plans.
4.14 - Compliance With Laws.
4.15 - Labor Matters.
4.16 - Opinions of Financial Advisors.
4.17 - Insurance.
4.18 - Brokers.
4.19 - Certain Approvals.
4.20 - Unlawful Payments.
4.21 - Affiliate Transactions.
4.22 - Guaranteed Senior Notes.
4.23 - No Other Representations or Warranties.
ARTICLE V - REPRESENTATIONS AND WARRANTIES OF THE BUYER
5.1 - Organization, Standing and Power.
5.2 - Authority; No Conflict; Required Filings and Consents.
5.3 - Information Provided.
5.4 - Financing.
5.5 - Brokers.
5.6 - Shares.
6.1 - Covenants of the Company.
(a) - No Solicitation or Negotiation.
(b) - Receipt of an Unsolicited Acquisition Proposal.
(c) - Termination of All Pending Discussions.
(d) - Definitions.
7.3 - Nasdaq Quotation.
7.4 - Access to Information.
7.5 - Shareholders Meeting.
7.6 - Cooperation; Further Action.
7.7 - Public Disclosure.
7.8 - Company Stock Plans.
(b) - Payments in Respect of Company Stock Options and Company Stock Purchase Warrants.
(c) - Time of Payment.
(d) - Withholding.
7.9 - Shareholder Litigation.
7.10 - Notification of Certain Matters.
7.11 - Directors and Officers Indemnification and Insurance.
7.12 - Loans to Company Employees, Officers and Directors.
7.13 - Takeover Statutes and Laws.
7.14 - Standstill Agreements; Confidentiality Agreements.
8.1 - Conditions to Each Partys Obligation To Effect the Merger.
(a) - Shareholder Approval.
(b) - Governmental Approvals.
(c) - Proxy Statement.
(d) - No Injunctions.
8.2 - Additional Conditions to Obligations of the Buyer.
(a) - Representations and Warranties.
(b) - Performance of Obligations of the Company.
(c) - Governmental Approvals.
(d) - Third Party Consents.
(e) - No Restraints.
(f) - Absence of Company Material Adverse Effect.
(g) - Resignations.
8.3 - Additional Conditions to Obligations of the Company.
(b) - Performance of Obligations of the Buyer.
(d) - Merger Consideration.
(e) - Absence of Buyer Material Adverse Effect.
9.1 - Termination.
9.2 - Effect of Termination.
9.3 - Fees and Expenses.
10.1 - Amendment.
10.2 - Extension; Waiver.
10.3 - NonSurvival of Representations, Warranties and Agreements.
10.4 - Notices.
10.5 - Entire Agreement.
10.6 - No Third Party Beneficiaries.
10.7 - Assignment.
10.8 - Severability.
10.9 - Counterparts and Signature.
10.10 - Interpretation.
10.11 - Governing Law.
10.12 - Remedies.
10.13 - Submission to Jurisdiction.
10.14 - Waiver Of Jury Trial.
A - Company Convertible Notes
B - Company Stock Options
C - Company Stock Purchase Warrants