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DOCUMENT TITLE:  AGREEMENT AND PLAN OF MERGER .
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Clause Heading
1.1 - Certain Definitions.
1.2 - The Merger.
1.3 - Closing.
1.4 - Effective Time.
1.5 - Effect of the Merger.
1.6 - Certificate of Incorporation; Bylaws.
1.7 - Directors and Officers.
1.8 - Effect on Capital Stock.
(b) - Cancellation of Company Capital Stock Owned by the Company and Parent.
(c) - Adjustments.
(d) - Appraisal Rights.
(a) - Unvested Company Shares.
(b) - Company Options and Company RSUs held by Continuing Employees or as 2000 Plan Awards.
(d) - Reserved but Unissued Shares.
(a) - Exchange Agent.
(b) - Parent to Deposit Cash.
(c) - Exchange Procedures.
(d) - No Interest.
(e) - Transfers of Ownership.
(f) - No Liability.
(g) - Unclaimed Cash.
1.11 - No Further Ownership Rights in Company Capital Stock.
1.12 - Lost, Stolen or Destroyed Certificates.
1.13 - Withholding Rights.
1.14 - Tax Consequences.
1.15 - Taking of Necessary Action; Further Action.
ARTICLE II - REPRESENTATIONS AND WARRANTIES OF THE COMPANY
2.1 - Organization, Standing and Power; Subsidiaries.
2.2 - Capital Structure.
2.3 - Authority; Noncontravention.
2.4 - SEC Filings; Company Financial Statements.
2.5 - Absence of Certain Changes.
2.6 - Litigation.
2.7 - Restrictions on Business Activities.
2.8 - Compliance with Laws; Governmental Permits.
2.9 - Title to Property and Assets.
2.10 - Intellectual Property.
2.11 - Environmental Matters.
2.12 - Taxes.
2.13 - Employee Benefit Plans and Employee Matters.
2.14 - Interested Party Transactions.
2.15 - Insurance.
2.16 - Brokers and Advisors Fees.
2.17 - Customers and Suppliers.
2.18 - Material Contracts.
2.19 - Export Control Laws.
2.20 - Fairness Opinion.
2.21 - Information Supplied.
ARTICLE III - REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB
3.1 - Organization, Standing and Power.
3.5 - Information Supplied.
3.6 - Financing.
3.7 - Brokers.
3.8 - No Additional Representations.
3.2 - Authority; Noncontravention.
3.3 - No Prior Sub Operations.
3.4 - Stock Ownership.
4.1 - Conduct of Business of the Company and Subsidiaries.
4.2 - Restrictions on Conduct of Business of the Company and Subsidiaries.
(i) - Charter Documents.
(ii) - Dividends; Changes in Capital Stock.
(iii) - Stock Option Plans, Etc.
(iv) - Material Contracts.
(v) - Issuance of Securities.
(vi) - Employees; Consultants; Independent Contractors.
(vii) - Loans and Investments.
(viii) - Intellectual Property.
(ix) - Restrictive Contracts.
(x) - Dispositions.
(xi) - Indebtedness.
(xii) - Leases.
(xiii) - Payment of Obligations.
(xiv) - Capital Expenditures.
(xv) - Insurance.
(xvi) - Employee Benefit Plans; Pay Increases.
(xvii) - Severance Arrangements.
(xviii) - Lawsuits; Settlements.
(xix) - Acquisitions.
(xx) - Taxes.
(xxi) - Accounting.
(xxii) - Company SEC Reports.
(xxiii) - Real Property.
(xxiv) - Encumbrances.
(xxv) - Interested Party Transactions.
(xxvi) - Cash Management Transactions.
(xxvii) - Joint Development Contracts.
(xxix) - Industry Standards Groups.
(xxx) - Marketing Agreements.
(xxxi) - Joint Ventures.
(xxxii) - Other.
5.1 - Proxy Statement.
(a) - Meeting of Stockholders.
(b) - Board Recommendation.
(c) - Continuing Obligation.
(a) - No Solicitation Generally.
(b) - Notice.
(f) - Compliance with Tender Offer Rules.
(c) - Superior Offers.
(d) - Change of Recommendation for Superior Offer.
(e) - Change of Recommendation for Intervening Event.
5.4 - Access to Information.
5.5 - Confidentiality; Public Disclosure.
5.6 - Regulatory Approvals.
5.7 - Reasonable Efforts.
5.8 - Third Party Consents; Notices.
5.9 - Notice of Certain Matters.
5.14 - Termination of Benefit Plans.
5.10 - Employees.
5.11 - Assumption of Options and Certain Other Matters.
5.12 - Spreadsheet.
5.13 - Indemnification.
5.15 - Section 16 Matters.
5.16 - Takeover Statutes.
5.17 - Certificates.
5.18 - Director and Officer Resignations.
6.1 - Conditions to Obligations of Each Party to Effect the Merger.
(a) - Stockholder Approval.
(b) - No Injunctions or Restraints; Illegality.
(c) - Certain Governmental Approvals.
6.2 - Additional Conditions to Obligations of the Company.
(a) - Representations and Warranties.
(b) - Covenants and Agreements.
6.3 - Additional Conditions to the Obligations of Parent and Sub.
(c) - No Litigation.
(d) - Additional Governmental Approvals.
(e) - No Material Adverse Effect.
7.1 - Termination.
7.2 - Effect of Termination.
(a) - General.
(b) - Company Payment.
7.4 - Amendment.
7.5 - Extension; Waiver.
8.1 - Non-Survival of Representations and Warranties.
8.2 - Notices.
8.3 - Interpretation.
8.4 - Counterparts.
8.5 - Entire Agreement; Parties in Interest.
8.6 - Assignment.
8.7 - Severability.
8.8 - Remedies Cumulative; Specific Performance.
8.9 - Governing Law.
8.10 - Rules of Construction.
8.11 - WAIVER OF JURY TRIAL.