Sample Agreement And Plan Of Merger

Target or a subsidiary will not violate or delay such a license, sub-license or agreement, or any other party has the right to terminate or amend that license, sublicensing or agreement. With the exception of Clause 2.13 of the Goals Implementation Plan, or where Target is a non-exclusive licensee, Target is the exclusive and exclusive owner of, with all rights, titles and interests on and off (free and free of privilege), and has exclusive and exclusive rights (and is not contractually required to compensate a third party with respect to their payment) for which intellectual property is used. 5.18 Behaviour after the balance sheet closes. In addition to continuing to comply with all other agreements and agreements that are included for the period from the closing date to the first expiry date and termination of this agreement, Target is regularly advised with Acquiror on all operational matters. From February 1, 2002 until the first date of the validity period and termination of this Agreement, Acquiror is authorized to place one or more of its employees or agents in Target offices or offices to ensure compliance with this Agreement. These workers have the right to verify all transactions and to authorize all cash expenses (not to refuse permission inappropriately). Without limitation of the above, Target may, without the prior consent of Acquiror (which must not be improperly withheld) (a) all cash expenses (except expenses that are explicitly taken into account and payments made as part of Target`s normal business, in accordance with current practice in terms of pay, rent , utility and tax companies), (b) terminate or hire staff, c) take the measures described in points 4.1 or 4.2 (except as indicated in point 4.2 of the targeting plan). , provided that, for the purposes of this section 5.18, not all ordinary activities, the importance, importance or similar qualifications and all dollar thresholds contained in it are taken into account. Regardless of the sentence above, Acquiror`s agreement regarding advertising sales (online, e-mail and list management) is not required based on entries or orders in the normal framework of operations that correspond to current practice.

b) dividends; Changes in the capital stock. With the exception of the special distribution (hereafter called), you can declare or distribute dividends for one of its shares or make other distributions (cash, shares or property) or divide, combine or reclassify them, give their capital stock or authorize the issuance of other securities instead of, instead of or in lieu of or in lieu of shares of their share capital. , or to repurchase or acquire, directly or indirectly, shares of their share capital, with the exception of former employees, directors and consultants provided for the repurchase of shares related to the termination of service to them or their subsidiaries; (f) Target and its subsidiaries are (and have never been) parties to a tax participation agreement.