2.23(a)
Code
Recitals
Company
Recitals
Company Accounts Collected Report
1.6(i)(ii)
Company Assumed Liabilities Report
1.6(i)(ii)
Company Authorizations
2.18
Company Employee Plan
2.23(a)
Company Intellectual Property
2.15(a)
Company Options
1.6(a)(i)
Company Product
2.15(a)
Company Registered Intellectual Property
2.15(b)
Company Certificates
1.8(c)
Conflict
2.5
Contract, Contracts
2.5
-6-
Capitalized Term
Section
Copyrights
2.15(a)
Current Balance Sheet
2.7
Customer Information
2.14(f)
Disclosure Schedule
Article II
Dissenting Share Payments
1.7(c)
Dissenting Shares
1.7(a)
DOL
2.23(a)
Effective Time
1.2
Employee
2.23(a)
Employee Agreement
2.23(a)
Employment Agreement
Recitals
Equipment
2.14(e)
ERISA
2.23(a)
ERISA Affiliate
2.23(a)
Exchange Agent
1.8(a)
Exchange Documents
1.8(c)
Export Approvals
2.26(a)
Final Assumed Liability Adjustment
1.6(i)(iii)(3)
Final Assumed Liability Differential
1.6(i)(iii)(3)
Financials
2.7
FIRPTA Compliance Certificate
5.21
FMLA
2.23(a)
Governmental Entity
2.6
HIPAA
2.23(a)
Holdback Distribution Date
7.4(c)(i)
Indemnified Parties
7.2(a)
"Independent Accounting Firm
1.6(i)(iii)(2)
Information Statement
5.6(b)
Initial Survival Date
7.1
In-Licenses
2.15(p)
Intellectual Property Rights
2.15(a)
International Employee Plan
2.23(a)
International Employees
2.23(a)
IP Licenses
2.15(q)
IRS
2.23(a)
Lease Agreements
2.14(b)
Leased Real Property
2.14(a)
Lock-up Agreement
Recitals
Loss, Losses
7.2(a)
Material Contract, Material Contracts
2.16(b)
Merger
Recitals
Nondisclosure Agreement
5.2
Object Code
2.15(a)
Objection Notice
7.4(e)
Officer's Certificate
7.4(d)(iv)
Open Source License
2.15(a)
Open Source Materials
2.15(a)
Option Consideration
1.6(c)(i)
-7-
Capitalized Term
Section
Parent
Recitals
Parent SEC Filings
3.6
Patent
2.15(a)
Pension Plan
2.23(a)
Registered Intellectual Property
2.15(a)
Returns
2.12(b)(i)
Rule 145
5.22
Rule 145 Affiliate
5.22
Source Code
2.15(a)
Spreadsheet
5.19
Shareholder Certificate
5.7(c)
Shareholder Representative
Recitals
Shareholder Representative Expenses
7.5(b)
Sub
Recitals
Subsequent Survival Date
7.1
Subsidiary
2.3
Surviving Corporation
1.1
Tax, Taxes
2.12(a)
Technology
2.15(a)
Terminated Agreements
5.11(a)
Third Party Claim
7.4(g)
Trade Secrets
2.15(a)
Trademarks
2.15(a)
Unresolved Claims
7.4(c)(i)
(b) Effect on Capital Stock. At the Effective Time, by virtue of the
Merger and without any action on the part of Sub, the Company or the holders of
shares of Company Capital Stock or Company Options, and upon the terms and
subject to the conditions set forth in this Section 1.6 and throughout this
Agreement, including the holdback provisions set forth in Article VII hereof,
the following shall occur:
(i) Company Common Stock. Each outstanding share of Company
Common Stock issued and outstanding immediately prior to the Effective Time
(other than Dissenting Shares) will be cancelled and extinguished and will be
converted automatically into the right to receive, upon surrender of the
certificate representing such shares of Common Stock in the manner provided in
Section 1.8 hereof, the Common Stock Consideration.
(ii) Aggregation of Parent Common Stock. For purposes of
calculating the number of shares of Parent Common Stock issuable and the amount
of cash payable to each Shareholder pursuant to this Section 1.6(b), all shares
of the Company Common Stock held by each Shareholder shall be aggregated on a
certificate-by-certificate basis prior to such calculation. The aggregate number
of shares of Parent Common Stock issuable and the amount of cash payable to each
Shareholder in respect of all share certificates held by such Shareholder shall
be rounded down to the nearest whole