View Clause Headings                                                                                                                                               HelpHelp
DOCUMENT TITLE:  AGREEMENT AND PLAN OF MERGER BY AND AMONG ADECCO, INC., JAGUAR ACQUISITION CORP. and MPS GROUP, INC. .
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.

View Document Back
Clause Heading
1.1 - The Merger.
1.2 - Effective Time.
1.3 - Closing.
2.1 - Articles of Incorporation.
2.2 - Bylaws.
2.3 - Directors.
2.4 - Officers.
2.5 - Subsequent Actions.
ARTICLE III - EFFECT OF THE MERGER ON CAPITAL STOCK OF THE COMPANY
3.1 - Share Consideration for the Merger; Conversion or Cancellation of Shares in the Merger.
3.2 - Payment for Shares in the Merger.
3.3 - Transfer of Shares After the Effective Time.
3.4 - Stock Options; Employee Stock Purchase Plan; Restricted Shares.
3.5 - Withholding Taxes.
3.6 - Recapitalizations; Stock Splits.
ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF THE COMPANY
4.1 - Corporate Organization and Qualification.
4.2 - Subsidiaries and Affiliates.
4.3 - Capitalization.
4.4 - Authority Relative to This Agreement; Shareholder Approval.
4.5 - Consents and Approvals; No Violation.
4.6 - SEC Reports; Financial Statements.
4.7 - Absence of Certain Changes or Events.
4.8 - Litigation.
4.9 - Taxes.
4.10 - Employee Benefit Plans; Labor Matters.
4.11 - Intellectual Property.
4.12 - Brokers and Finders.
4.13 - Opinion of Financial Advisors.
4.14 - Material Contracts.
4.15 - Insurance.
4.16 - Questionable Payments.
4.17 - Related Party Transactions.
4.18 - Required Vote of Company Shareholders; No Appraisal Rights.
4.19 - Customers.
4.20 - Properties.
4.21 - Compliance with Law.
4.22 - Environmental Matters.
4.23 - Disclaimer of Other Representations and Warranties.
ARTICLE V - REPRESENTATIONS AND WARRANTIES OF PARENT
5.1 - Corporate Organization and Qualification.
5.2 - Authority Relative to This Agreement.
5.3 - Consents and Approvals; No Violation.
5.4 - Financing.
5.5 - Interim Operations of Merger Sub.
5.6 - Share Ownership.
5.7 - Brokers and Finders.
5.8 - Non-Reliance.
6.1 - Conduct of Business of the Company.
6.2 - No Solicitation.
6.3 - Reasonable Best Efforts.
6.4 - Access to Information.
6.10 - Notification of Certain Matters.
6.5 - Shareholder Approval.
6.6 - Proxy Statement; Other Filings.
6.7 - Publicity.
6.8 - Indemnification of Directors and Officers.
6.9 - Takeover Laws.
6.11 - Subsequent Filings.
6.12 - Resignation of Companys Directors.
6.13 - Certain Pre-Closing Transactions.
7.1 - Conditions to Each Partys Obligations to Effect the Merger.
(a) - Shareholder Approval.
(b) - Injunction.
(c) - Governmental Filings and Consents.
7.2 - Conditions to Obligations of Parent and Merger Sub.
(a) - Representations and Warranties.
(b) - Performance of Obligations of the Company.
(c) - Absence of a Material Adverse Effect.
(d) - Officers Certificate.
7.3 - Conditions to Obligations of the Company.
(b) - Performance of Obligations of Parent and Merger Sub.
(c) - Officers Certificate.
8.1 - Termination by Mutual Consent.
8.2 - Termination by Either Parent or the Company.
8.3 - Termination by Parent.
9.2 - Non-Survival of Representations and Warranties; Survival of Confidentiality.
8.4 - Termination by the Company.
9.3 - Modification or Amendment.
9.4 - Waiver of Conditions.
8.5 - Effect of Termination; Fees and Expenses Upon Termination.
(e) - In the event that:
8.6 - Extension; Waiver.
9.1 - Payment of Expenses.
9.5 - Counterparts.
9.6 - Governing Law.
9.7 - Jurisdiction.
9.8 - Notices.
(a) - If to the Company, to
(b) - If to Parent or Merger Sub, to
9.9 - Entire Agreement; Assignment.
9.10 - Parties in Interest.
9.11 - Certain Definitions; Drafting Conventions; No Construction Against Drafter.
9.12 - Schedules.
9.13 - Obligation of Parent.
9.14 - Validity.
9.15 - Specific Performance.
9.16 - Captions.