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DOCUMENT TITLE:  AGREEMENT AND PLAN OF MERGER .
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Clause Heading
1.01 - The Merger.
1.02 - Closing.
1.03 - Effective Time.
1.04 - Effects of the Merger.
1.05 - Certificate of Incorporation and Bylaws of the Surviving Corporation.
1.06 - Directors and Officers.
ARTICLE 2 - EFFECT OF THE MERGER ON THE CAPITAL STOCK
(a) - Common Stock of the Company.
(b) - Rollover Shares.
(c) - Cancellation of Certain Shares of Common Stock.
2.02 - Effect on Shares of Merger Sub Capital Stock.
(a) - Restricted Stock.
(c) - Warrants.
(d) - Effectuation.
(b) - Options.
2.04 - Dissenting Shares.
(a) - Agent.
(b) - Deposit of Consideration.
(c) - Notice of Merger.
(d) - Exchange Procedures.
(e) - Lost Certificates.
(f) - Termination of Fund.
(g) - Withholding Rights.
(h) - Transfer Books.
(i) - Adjustments.
2.06 - Phantom Stock Units.
2.07 - Notes.
ARTICLE 3 - REPRESENTATIONS AND WARRANTIES OF THE COMPANY
3.01 - Organization and Qualification; Subsidiaries.
3.02 - Certificate of Incorporation and Bylaws.
3.03 - Capitalization.
3.04 - Authority Relative to the Transactions.
3.05 - No Conflict; Required Filings and Consents.
3.06 - Compliance with Laws; Permits.
3.07 - SEC Filings; Financial Statements; Undisclosed Liabilities, Internal Controls.
3.08 - Absence of Certain Changes or Events.
3.09 - Litigation.
3.10 - Labor and Employment Matters.
3.11 - Employee Benefit Plans.
3.12 - Real Property; Assets.
3.13 - Intellectual Property.
3.14 - Taxes.
3.15 - Environmental Matters.
3.16 - Material Contracts.
3.17 - Insurance.
3.18 - Affiliated Transactions.
3.19 - Information in Proxy Statement.
3.20 - Required Stockholder Vote.
3.21 - Opinion of Financial Advisor.
3.22 - Brokers.
3.23 - Payors and Vendors.
3.24 - Anti-Takeover Provisions; No Rights Agreement.
ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB
4.01 - Organization and Qualification.
4.02 - Charter Documents and Bylaws.
4.03 - Authority Relative to this Agreement.
4.04 - No Conflict; Required Filings and Consents.
4.05 - Brokers.
4.06 - Litigation.
4.07 - Information to be Supplied.
4.08 - Stock Ownership.
4.10 - Solvency.
5.01 - Interim Operations.
5.02 - Stockholders Meeting.
4.09 - Financing.
5.03 - Filings and Consents.
5.04 - Access to Information.
5.05 - Notification of Certain Matters.
5.06 - Public Announcements.
5.07 - Indemnification; Directors and Officers Insurance.
5.08 - Further Assurances; Commercially Reasonable Efforts.
5.09 - No Solicitation.
5.10 - Third Party Standstill Agreements.
5.11 - SEC Reports.
5.12 - Termination of Registration.
5.13 - Stockholder Litigation.
5.14 - Special Meeting.
5.15 - Employee Benefit Matters.
5.16 - Transfer Taxes.
5.17 - Financing Assistance.
5.18 - Maintenance of Commitments.
5.19 - Takeover Statutes.
5.20 - Section 16 Matters.
6.01 - Conditions to the Obligations of Each Party.
(a) - Company Stockholder Approval.
(b) - No Orders and Injunctions.
(c) - Material Consents.
(d) - HSR Act.
6.02 - Conditions to Obligations of Merger Sub and Parent.
(a) - Representations and Warranties.
(b) - Covenants and Agreements.
(c) - No Material Adverse Effect.
(d) - Officers Certificate.
(e) - Dissenters Rights.
(f) - Payoff Letters.
(g) - FIRPTA Affidavit.
6.03 - Conditions to Obligations of the Company.
(c) - Officers Certificate.
7.01 - Termination by Mutual Consent.
7.02 - Termination by Merger Sub, Parent or the Company.
7.03 - Termination by Merger Sub and Parent.
7.04 - Termination by the Company.
7.05 - Effect of Termination.
8.01 - Payment of Fees and Expenses.
8.02 - Guarantee.
8.03 - No Survival.
8.04 - Non-Reliance.
8.05 - Modification or Amendment.
8.06 - Entire Agreement; Assignment.
8.07 - Severability.
8.08 - Notices.
8.09 - Governing Law.
8.10 - Descriptive Headings.
8.11 - Counterparts.
8.12 - Certain Definitions.
8.13 - Specific Performance.
8.14 - Extension; Waiver.
8.15 - Third-Party Beneficiaries.
8.16 - Certain Interpretations.
8.17 - Submission to Jurisdiction.
5.01 - Interim Operations