Form Of Merger Agreement

The capitalization of the surviving company on the date of the merger must be indicated in the surviving company`s incorporation. (3) In order to simplify the parties and facilitate the filing or registration of this contract, any number of counter-parties may be executed and any consideration performed is considered an original instrument. 1. This merger agreement (sometimes referred to as the “agreement”) is submitted to the shareholders of each constituent limited company for adoption and approval at separate meetings, which take place in accordance with the common law section of the Joint Law. The reports of the auditors during the review of the financial statements of foreign subsidiaries and branches (in the report ` CI-DE`) are available from the Securities and Exchange Commission as part of the company`s management reports on Form 4. If, for any reason, a vacancy on the board of directors of the surviving company or in any of the functions at the date of the merger or after the merger, the vacancy is filled in the manner provided by the surviving company`s constituent act or in its statutes. Two of them. To enable ABC to coordinate XYZ`s operations at and after the date of the merger with ABC, XYZ provides ABC`s senior executives and authorized representatives with free and complete access to XYZ`s works, real estate, books and records, and XYZ officials will provide ABC with financial and operational data and other information on the activities and features of XYZ and its subsidiaries. request in due course. ABC grants this access to XYZ`s senior officials and agents prior to the merger date, and ABC agents will charge XYZ with this data and information, as XYZ reasonably requires for the establishment of their mandate at the general meeting of shareholders to be appointed in accordance with Article I, paragraph 1, of this agreement. ABC and XYZ agree that ABC and XYZ, together with their senior managers and representatives, will receive all the data and information they have received from each other, as long as they are not publicly available and the proposed merger is not completed as planned, all data and information they receive from each other will be treated in a strictly confidential manner until it is publicly available and the planned merger is not completed as planned.

, ABC and XYZ will return all data to the other party, as the other party may reasonably require. 2. This agreement must not have been approved with the necessary votes of the shareholders of the constituent companies on or before the date of the or (6) XYZ must not have received, prior to the date of the merger, a decision by the Commissioner for Internal Values (which XYZ strives to do its best) which is reasonably satisfactory to XYZ and its advice, so that XYZ is not recognized, in accordance with the internal income code as amended, as a profit or loss resulting from the merger of XYZ. , and no profit or loss is recognized to XYZ shareholders (who do not sell any of their shares for a cash sale) as a result of their exchange of the XYZ share for shares in the “`O” series and (ii) the ABC preferred share in the “Section 306” series; or (7) support or assume any commitments or liabilities other than short-term commitments or liabilities in ordinary execution and with the exception of expenses and expenses related to the negotiation and closing of the merger in amounts to be determined after the date of the merger; As a witness, the directors or the majority of them, of each of the constituent companies, duly signed their names under the seal of the corporation of their respective companies, and all this from the day and year that was written first. 1. It and each of its subsidiaries is on the date of this agreement and will, on the date of the merger, a) a company duly organized and in good condition according to the law of the jurisdiction in which it is incorporated; (b) is duly authorized to participate in the activity it carries out in accordance with its constitution, as amended by the statutes. c) it or its subsidiary

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