Merger Agreement

MERGER AGREEMENT

SCOPE NOTICE. This form assumes that Company and Merger Sub are Delaware corporations and that Merger Sub merges into Company under 8 Del. C. § 251. If either constituent entity is organized elsewhere, replace the statutory structure, approvals, filing instrument, effective-time rule, merger effects, and appraisal-rights provisions before use.

TABLE OF CONTENTS

1. Document Header
2. Definitions

3. Operative Provisions
   3.1 The Merger
   3.2 Closing
   3.3 Merger Consideration
   3.4 Effect on Capital Stock; Exchange Procedures
   3.5 Withholding
   3.6 Appraisal Rights

4. Representations & Warranties
   4.1 Of the Company
   4.2 Of Parent and Merger Sub
   4.3 Mutual Representations
   4.4 Survival; Limitations

5. Covenants & Restrictions
   5.1 Conduct of Business Prior to Closing
   5.2 No Solicitation
   5.3 Access and Information
   5.4 Stockholder Approval; Filings
   5.5 Regulatory Approvals
   5.6 Post-Closing Covenants
   5.7 Tax Treatment

6. Conditions Precedent

7. Termination; Default & Remedies

8. Risk Allocation
   8.1 Post-Closing Recourse
   8.2 Liability Caps
   8.3 Insurance
   8.4 Force Majeure

9. Dispute Resolution

10. General Provisions
11. Execution Block

1. DOCUMENT HEADER

This MERGER AGREEMENT (this “Agreement”) is entered into and made effective as of [EFFECTIVE DATE] (the “Effective Date”) by and among:
(a) [COMPANY NAME], a Delaware corporation (“Company”);
(b) [PARENT NAME], a [STATE OF ORGANIZATION] corporation (“Parent”); and
(c) [MERGER SUB NAME], a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).

Company, Parent, and Merger Sub are each referred to herein as a “Party” and collectively as the “Parties.”

Recitals

A. The respective Boards of Directors of Company and Merger Sub have approved this Agreement and declared it advisable in the manner required by the Delaware General Corporation Law (the “DGCL”), including 8 Del. C. § 251(b), and Parent has approved the Transactions in the manner required by its governing documents and applicable Law.
B. The Parties desire to effect the merger of Merger Sub with and into Company (the “Merger”) on the terms and subject to the conditions of this Agreement, whereupon Company will survive the Merger as a wholly-owned subsidiary of Parent.
C. The Parties wish to set forth the representations, warranties, covenants, and agreements governing the Merger.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, the Parties agree as follows:

2. DEFINITIONS

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with such Person.
“Action” means any claim, action, suit, arbitration, investigation, or proceeding by or before a Governmental Authority.
“Alternative Transaction” means any acquisition, merger, consolidation, recapitalization, business combination, or purchase of a material portion of Company's equity, assets, or business, other than the Transactions.
“Certificate of Merger” has the meaning set forth in Section 3.2(b).
“Charter Documents” means, collectively, a Party’s certificate of incorporation, bylaws, and any comparable organizational documents.
“Closing” has the meaning set forth in Section 3.2(a).
“Closing Date” has the meaning set forth in Section 3.2(a).
“Company Material Adverse Effect” means a Material Adverse Effect with respect to Company.
“Code” means the Internal Revenue Code of 1986, as amended.
“DGCL” has the meaning set forth in the Recitals.
“Encumbrance” means any lien, pledge, security interest, charge, claim, option, right of first refusal, easement, encroachment, or other encumbrance of any kind.
“Exchange Agent” has the meaning set forth in Section 3.4(b).
“Fraud” means actual common-law fraud by the Party against whom the claim is asserted, as defined by the Law governing the claim, and does not include constructive fraud or fraud imputed solely from another Person.
“GAAP” means United States generally accepted accounting principles, consistently applied.
“Governmental Authority” means any federal, state, local, or foreign government or political subdivision, or any agency, bureau, commission, court, or other instrumentality thereof.
“Governmental Approval” means any consent, approval, authorization, clearance, filing, notice, or expiration or termination of a waiting period required by a Governmental Authority.
“Knowledge” means, with respect to an entity, the actual knowledge after reasonable inquiry of the persons identified for that entity on Schedule 2.1.
“Law” means any applicable constitution, statute, code, ordinance, rule, regulation, order, judgment, or other binding legal requirement of a Governmental Authority.
“Material Adverse Effect” means any change, effect, event, or occurrence that, individually or in the aggregate, is materially adverse to the business, assets, liabilities, financial condition, or results of operations of a Party, taken as a whole, or to the ability of such Party to consummate the transactions contemplated hereby, other than any change or effect arising out of (i) general economic or industry conditions, (ii) changes in applicable law or GAAP, or (iii) acts of war, terrorism, or natural disasters, except to the extent such changes disproportionately affect such Party.
“Merger Consideration” has the meaning set forth in Section 3.3(a).
“Merger Sub” has the meaning set forth in the Preamble.
“Outside Date” means [LONG-STOP DATE], as it may be extended strictly in accordance with this Agreement.
“Parent” has the meaning set forth in the Preamble.
“Parent Material Adverse Effect” means a Material Adverse Effect with respect to Parent.
“Party” and “Parties” have the meanings set forth in the Preamble.
“Permits” means all permits, licenses, franchises, approvals, and authorizations from any Governmental Authority.
“Person” means any natural person, corporation, limited liability company, partnership, trust, association, or other legal entity.
“Representatives” means, with respect to a Person, its directors, officers, employees, financial advisers, attorneys, accountants, and other authorized representatives.
“Required Company Vote” means the requisite Company stockholder adoption or approval under 8 Del. C. §§ 228 and 251, the Charter Documents, and any applicable class or series requirement, unless counsel documents that a statutory exception applies. Despite its name, this term includes approval by valid written consent.
“Securityholder Representative” means the Person, if any, appointed under this Agreement, binding joinders, or other written authority to act for the Company securityholders bound thereby after Closing.
“Surviving Corporation” has the meaning set forth in Section 3.1(a).
“Tax” means any federal, state, local, or foreign tax, assessment, duty, levy, or similar governmental charge, together with applicable interest and penalties.
“Tax Law” means any Law governing Taxes.
“Tax Return” means any return, report, declaration, claim for refund, or information statement filed or required to be filed concerning Taxes.
“Transactions” means the Merger and the other transactions expressly contemplated by this Agreement.

3. OPERATIVE PROVISIONS

3.1 The Merger

(a) At the Effective Time (as defined below) and subject to the terms and conditions of this Agreement, Merger Sub shall be merged with and into Company in accordance with the DGCL. Company shall be the surviving corporation (the “Surviving Corporation”) and shall continue its corporate existence under Delaware law as a wholly-owned subsidiary of Parent.
(b) Under 8 Del. C. § 259, at the Effective Time the separate existence of Merger Sub shall cease, the rights and property of each constituent corporation shall vest in the Surviving Corporation, and the debts, liabilities, and duties of each constituent corporation shall attach to and be enforceable against the Surviving Corporation.

3.2 Closing

(a) The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at [TIME] local time on [CLOSING DATE] (the “Closing Date”) at the offices of [LAW FIRM], or at such other time, date, or place as the Parties may mutually agree in writing.
(b) Contemporaneously with the Closing, the Parties shall cause a certificate of merger, substantially in the form attached hereto as Exhibit A (the “Certificate of Merger”), to be executed and filed with the Delaware Secretary of State in accordance with 8 Del. C. §§ 103 and 251. The Merger shall become effective upon filing or at a later date or time specified in the Certificate of Merger that is permitted by § 103(d), including its 90-day limit for a future effective time (the “Effective Time”).

3.3 Merger Consideration

(a) At the Effective Time, each share of common stock, par value $[●] per share, of Company issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) shall be converted into the right to receive [●] shares of common stock of Parent, par value $[●] per share, plus cash in lieu of fractional shares (collectively, the “Merger Consideration”), all as more particularly described on Schedule 3.3.
(b) Each share of Company capital stock held by Company in treasury or owned by Parent or Merger Sub immediately prior to the Effective Time (collectively, “Excluded Shares”) shall be cancelled without consideration.
(c) If any Merger Consideration consists of Parent securities, issuance and delivery are conditioned on an effective Securities Act registration statement or a documented exemption from registration under 15 U.S.C. § 77e, together with compliance with applicable state securities and exchange-listing requirements. Schedule 3.3 shall identify the registration statement or exemption relied upon.

3.4 Effect on Capital Stock; Exchange Procedures

(a) At the Effective Time, the stock transfer books of Company shall be closed. From and after the Effective Time, there shall be no transfers of shares on the records of Company.
(b) Parent shall deposit with a third-party exchange agent reasonably acceptable to Company (the “Exchange Agent”) book-entry authorizations, certificates if applicable, and cash sufficient to deliver the Merger Consideration.
(c) Promptly after the Effective Time, Parent shall cause the Exchange Agent to send each former holder instructions for surrendering any certificate or completing any book-entry transfer and for receiving the Merger Consideration.

3.5 Withholding

Parent and the Exchange Agent may deduct and remit amounts required under applicable Tax Law. Each recipient shall deliver a properly completed IRS Form W-9 or applicable Form W-8 and any other documentation reasonably required to determine withholding.

3.6 Appraisal Rights

Before seeking stockholder action or commencing any tender-offer structure, Company shall complete Schedule 3.6 with counsel's determination of whether appraisal rights are available under 8 Del. C. § 262, which shares and holders are eligible, any statutory exception, the required notice and information, and the treatment of shares for which appraisal is properly demanded. Nothing in this Agreement waives a holder's nonwaivable statutory rights.

4. REPRESENTATIONS & WARRANTIES

4.1 Of the Company

Company represents and warrants to Parent and Merger Sub that, except as disclosed in the corresponding section of the disclosure schedules:
(a) Organization; Good Standing. Company is a corporation duly organized, validly existing, and in good standing under Delaware law.
(b) Corporate Power. Company has full corporate power and authority to own its assets and to carry on its business as now conducted.
(c) Authorization; Enforceability. The execution, delivery, and performance of this Agreement by Company are within Company’s corporate powers and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding obligation of Company, enforceable against it in accordance with its terms.
(d) Capitalization. The authorized, issued, and outstanding capital stock of Company is as set forth on Schedule 4.1(d), free of Encumbrances except as set forth therein.
(e) Absence of Conflicts. The execution and delivery of this Agreement do not, and the consummation of the Merger will not, conflict with or result in a violation of (i) the Charter Documents of Company, (ii) any material agreement to which Company is a party, or (iii) any law or Permit applicable to Company, except as would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Financial Statements. Company’s audited balance sheets and related statements of income, cash flows, and stockholders’ equity for the fiscal years ended [●] (the “Company Financial Statements”) fairly present, in all material respects, the financial condition of Company as of the dates thereof and the results of operations for the periods then ended, in conformity with GAAP applied on a consistent basis.
(g) Undisclosed Liabilities. Company has no liabilities that would be required to be disclosed on a balance sheet prepared in accordance with GAAP, except (i) as set forth in the Company Financial Statements, (ii) liabilities incurred in the ordinary course of business since [BALANCE SHEET DATE], or (iii) as would not have a Material Adverse Effect.
(h) Compliance with Laws. Company is in compliance with all laws applicable to its business, except for noncompliance that would not have a Material Adverse Effect.
(i) Litigation. There is no Action pending or, to Company’s Knowledge, threatened against Company that would have a Material Adverse Effect or that challenges the validity of this Agreement or seeks to enjoin performance hereof.
(j) Tax Matters. Company has timely filed all material Tax Returns required to be filed and has paid all material Taxes shown thereon.
(k) Brokers. No broker, finder, or investment banker is entitled to any brokerage fee, finder’s fee, or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement made by or on behalf of Company, except as disclosed on Schedule 4.1(k).

4.2 Of Parent and Merger Sub

Parent and Merger Sub jointly and severally represent and warrant to Company, with corresponding disclosure schedules, substantially the same matters as in Section 4.1, mutatis mutandis.

4.3 Mutual Representations

Each Party represents to the others that it has conducted its own due diligence and is entering into this Agreement based on its own independent analysis.

4.4 Survival; Limitations

(a) Structure Selection. The Parties shall select exactly one post-Closing recourse structure on Schedule 4.4:

1. No-survival / no-recourse structure. Representations and warranties terminate at the Effective Time, no post-Closing indemnification applies, and only covenants expressly requiring post-Closing performance survive, subject to claims that cannot lawfully be waived; or
2. Private-company escrow structure. Specified representations survive for stated periods, and recourse runs solely against the escrow, representation-and-warranty insurance, and/or securityholders bound through a provision and representative appointment permitted by 8 Del. C. § 261 or through separate written authority or joinders. Company and the Surviving Corporation do not indemnify Parent for Company's pre-Closing operations.

(b) Fraud and Nonwaivable Claims. Schedule 4.4 shall define the Fraud carveout and identify claims that applicable Law does not permit the Parties to waive or limit. Do not use “indefinite” survival without analyzing the selected Law's accrual, repose, and contractual-limitations rules.

5. COVENANTS & RESTRICTIONS

5.1 Conduct of Business Prior to Closing

Between the date hereof and the Closing Date, Company shall operate its business in the ordinary course and shall not, without Parent’s prior written consent, take any action outside the ordinary course, including, without limitation, (i) issuing additional equity, (ii) incurring indebtedness outside the ordinary course, or (iii) entering into any transaction with an Affiliate.

5.2 No Solicitation

From the date hereof until the earlier of the Closing or termination of this Agreement, Company shall not, and shall cause its Representatives not to, directly or indirectly solicit or encourage an Alternative Transaction, except for any board-level fiduciary-out, superior-proposal, information-sharing, notice, matching-right, or recommendation-change process expressly selected on Schedule 5.2 after Delaware counsel reviews the transaction type and the Board's duties. A public-company form must not use a bare no-shop clause without that review.

5.3 Access and Information

Company shall afford Parent and its Representatives reasonable access, during normal business hours and upon reasonable notice, to Company’s properties, books, and records.

5.4 Stockholder Approval; Filings

(a) Each constituent board shall approve the merger agreement as required by 8 Del. C. § 251(b). Parent, as Merger Sub's sole stockholder, shall approve the Agreement after Merger Sub board approval unless counsel documents another lawful sequence.

(b) Company shall obtain the Required Company Vote at a meeting complying with § 251(c) or through a written-consent process complying with 8 Del. C. § 228, including its Charter Document and notice requirements. Schedule 5.4 shall document any no-vote path under an applicable statutory exception, including § 251(f) or § 251(h). Company shall separately identify any class, series, Charter Document, stock-exchange, or contractual approval.

(c) If a Party is subject to federal proxy, tender-offer, beneficial-ownership, or periodic-reporting rules, the Parties shall prepare and file the required SEC documents and shall not mail or disseminate transaction materials until counsel confirms compliance.

5.5 Regulatory Approvals

Each Party shall use the efforts standard selected on Schedule 5.5 to obtain required approvals. If the Merger is reportable under 15 U.S.C. § 18a, the Parties shall make the required HSR notifications and shall not consummate the Merger before the applicable waiting period expires or is terminated. Schedule 5.5 shall also address industry-specific, foreign-investment, state attorney-general, exchange-listing, and Parent-jurisdiction approvals.

5.6 Post-Closing Covenants

Following the Closing, Parent shall cause the Surviving Corporation to provide the employee treatment expressly stated on Schedule 5.6. Nothing in this Agreement amends a benefit plan, creates a vested employee right, or limits amendment or termination rights unless Schedule 5.6 expressly provides otherwise and applicable Law permits it.

5.7 Tax Treatment

Schedule 5.7 shall state whether the Parties intend the Merger to qualify as a reorganization under a specified provision of 26 U.S.C. § 368 or as a taxable transaction. Any tax-reorganization covenant, representation, opinion condition, continuity requirement, reporting position, and treatment of cash or other nonstock consideration must be drafted for the selected structure; this template does not promise tax-free treatment.

6. CONDITIONS PRECEDENT

6.1 Mutual Conditions

The obligations of the Parties to consummate the Closing are subject to the satisfaction (or waiver) of the following conditions:
(a) Stockholder Approval. Company shall have obtained the Required Company Vote or satisfied every condition of the no-vote statutory path documented on Schedule 5.4.
(b) Regulatory Consents. All required Governmental Approvals shall have been made or obtained, as applicable.
(c) No Injunction. No Governmental Authority shall have enacted any law or issued any order that enjoins or prohibits the consummation of the Merger.
(d) HSR and Other Waiting Periods. Every applicable regulatory waiting period shall have expired or been terminated.
(e) Securities Compliance. If Parent securities form part of the Merger Consideration, the applicable registration statement shall be effective or the documented exemption conditions shall be satisfied, and required exchange approvals shall have been obtained.
(f) Filing Readiness. The Certificate of Merger shall be in agreed final form and capable of acceptance for filing by the Delaware Secretary of State.

6.2 Parent and Merger Sub Conditions

(a) Accuracy of Representations. Each of the representations and warranties of Company shall be true and correct as of the Closing Date (except for representations expressly made as of a specific date).
(b) Performance of Covenants. Company shall have performed in all material respects the covenants required to be performed by it at or prior to the Closing.

6.3 Company Conditions

Substantially similar to Section 6.2, mutatis mutandis, with respect to Parent and Merger Sub.

7. TERMINATION; DEFAULT & REMEDIES

7.1 Termination Events

This Agreement may be terminated at any time prior to the Effective Time:
(a) by mutual written consent of Parent and Company;
(b) by either Parent or Company, upon written notice, if the Closing has not occurred on or before the Outside Date, provided that the terminating Party's breach was not the primary cause of the failure to close by that date;
(c) by either Parent or Company, if a Governmental Authority permanently enjoins the transactions;
(d) by Parent, upon a Company Material Adverse Effect; or
(e) by Company, upon a Parent Material Adverse Effect.

7.2 Effect of Termination

Upon termination, this Agreement shall become void and of no further force, except for Sections 7.2, 7.4, 9, and 10, any provision that expressly governs termination, and any liability for a prior breach to the extent expressly preserved on Schedule 7.2.

7.3 Events of Default

An “Event of Default” occurs only as expressly stated on Schedule 7.3. Any cure period must account for the Outside Date, regulatory deadlines, the nature of the breach, and whether cure is possible; this Agreement does not create a blanket 30-day extension of every obligation.

7.4 Remedies

(a) Specific Performance. A Party may seek specific performance or injunctive relief when the facts and applicable Law support that remedy. A Party may request waiver or reduction of a bond, but the court retains authority over equitable relief and security.
(b) Damages. The non-breaching Party may seek all damages available at law or in equity, subject to Article 8.
(c) Attorneys’ Fees. To the extent permitted by the governing Law and awarded by the court, the prevailing Party may recover reasonable attorneys’ fees and costs.

8. RISK ALLOCATION

8.1 Post-Closing Recourse

(a) No-survival / no-recourse option. If selected on Schedule 4.4, no representation or warranty survives the Effective Time and no post-Closing indemnification claim may be made, except for covenants expressly requiring post-Closing performance and claims that cannot lawfully be waived.

(b) Private-company escrow option. If selected on Schedule 4.4, the indemnifying persons, covered representations and covenants, survival periods, baskets, caps, escrow, representation-and-warranty insurance, exclusive-remedy rules, fraud carveout, claim procedure, defense control, settlement consent, tax treatment, and Securityholder Representative authority must be stated on Schedule 8.1. The intended securityholders must be bound through a provision and appointment permitted by 8 Del. C. § 261 or through separate written authority or joinders. Company and the Surviving Corporation shall not indemnify Parent merely for Company's own pre-Closing operations.

(c) Parent obligations. Parent shall remain responsible for its own post-Closing covenants and for any express indemnity stated on Schedule 8.1. Merger Sub's obligations become obligations of the Surviving Corporation through the statutory effect of the Merger under 8 Del. C. § 259.

8.2 Liability Caps

No liability is “uncapped” or capped by default. Schedule 8.1 must state the negotiated limits for each surviving claim category and identify any exclusion that applicable Law does not permit.

8.3 Insurance

For [six (6)] years after the Effective Time, Parent shall cause the Surviving Corporation to maintain the D&O tail coverage specified on Schedule 8.3, subject to an agreed premium cap, available coverage, claims-handling rights, and any alternative run-off arrangement stated there.

8.4 Force Majeure

No force-majeure concept excuses payment of the Merger Consideration, compliance with Law, confidentiality, filing obligations, or satisfaction of the express Closing conditions. A disruption beyond a Party's reasonable control may excuse only the specific nonmonetary covenant identified on Schedule 8.4 for the period performance is actually prevented, subject to notice, mitigation, and the Outside Date.

9. DISPUTE RESOLUTION

9.1 Governing Law

This Agreement and all disputes or claims arising out of or relating hereto shall be governed by, and construed in accordance with, the laws of [GOVERNING LAW STATE], without giving effect to any choice-of-law or conflict-of-law provision.

9.2 Forum Selection; Jurisdiction

Each Party irrevocably submits to the exclusive jurisdiction of the state courts located in [COUNTY], [GOVERNING LAW STATE] and, if federal subject-matter jurisdiction exists, the applicable federal court serving that location, for any Action arising out of or relating to this Agreement, and waives any objection based on inconvenient forum to the fullest extent permitted by Law.

9.3 Arbitration

[INTENTIONALLY OMITTED – Arbitration excluded per metadata.]

9.4 Injunctive Relief

Nothing herein shall limit a Party’s right to seek interim, emergency, or permanent injunctive relief in any court of competent jurisdiction.

9.5 Jury Trial Waiver

EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

10. GENERAL PROVISIONS

10.1 Amendment; Waiver

No amendment or waiver of any provision of this Agreement shall be valid unless in writing and signed by each Party. A waiver shall be effective only for the specific instance and purpose for which given.

10.2 Assignment

Neither this Agreement nor any rights or obligations hereunder may be assigned by any Party without the prior written consent of the other Parties, except that Parent may assign this Agreement to any direct or indirect wholly-owned subsidiary.

10.3 Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

10.4 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force. A court may reform or sever the invalid provision only to the extent the governing Law authorizes that remedy.

10.5 Entire Agreement

This Agreement (including all Exhibits and Schedules) constitutes the entire agreement among the Parties and supersedes all prior discussions, negotiations, and agreements.

10.6 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one instrument. The Parties consent to electronic signatures and delivery, subject to the execution, acknowledgment, and filing requirements applicable to the Certificate of Merger and any other instrument requiring a specified form.

10.7 Notices

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by recognized overnight courier, or mailed by certified mail (return receipt requested) to the addresses set forth below (or such other address as may be designated by a Party by notice):
Company: [ADDRESS]
Parent: [ADDRESS]
Merger Sub: [ADDRESS]

11. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have caused this Merger Agreement to be executed by their duly authorized officers as of the Effective Date.

[COMPANY NAME]
By: ___________________________
Name: _________________________
Title: __________________________

[PARENT NAME]
By: ___________________________
Name: _________________________
Title: __________________________

[MERGER SUB NAME]
By: ___________________________
Name: _________________________
Title: __________________________

EXHIBIT A

Form of Certificate of Merger

SCHEDULES

Schedule 2.1 Knowledge Parties
Schedule 3.3 Merger Consideration Allocation
Schedule 3.6 Appraisal-Rights Analysis and Notices
Schedule 4.1(d) Company Capitalization
Schedule 4.1(k) Company Brokers
Schedule 4.4 Post-Closing Recourse Structure
Schedule 5.2 No-Shop / Fiduciary-Out Terms
Schedule 5.4 Board, Stockholder, Class, Exchange, and Contractual Approvals
Schedule 5.5 Regulatory Filings, Efforts Standard, and Waiting Periods
Schedule 5.6 Employee and Benefit-Plan Treatment
Schedule 5.7 Intended Tax Treatment and Tax Covenants
Schedule 7.2 Termination Liability, if any
Schedule 7.3 Express Defaults and Cure Periods
Schedule 8.1 Escrow / RWI / Securityholder Recourse Terms, if applicable
Schedule 8.3 D&O Tail Coverage
Schedule 8.4 Limited Force-Majeure Covenants, if any

SOURCES AND REFERENCES

• Delaware Code — 8 Del. C. § 103
• Delaware Code — 8 Del. C. § 228
• Delaware Code — 8 Del. C. § 251
• Delaware Code — 8 Del. C. § 259
• Delaware Code — 8 Del. C. § 261
• Delaware Code — 8 Del. C. § 262
• Office of the Law Revision Counsel — 15 U.S.C. § 18a
• FTC — Premerger Notification Program
• Office of the Law Revision Counsel — 15 U.S.C. § 77e
• Office of the Law Revision Counsel — 26 U.S.C. § 368