08Apr

By Merger Agreement

1. On the day of the merger, all real estate includes: Real estate, personal and mixed, and all debts of the two constituent companies on any account, as well as for share subscriptions, like all others in action, and all other factors determining the success of the negotiation of an agreement on intellectual property rights, include XYZ`s authorized capital is (a) shares of the second cumulative preferred share, pare value (b) _________Aktien common shares, parly -par value per share of which _________Aktien are currently issued, _________Aktien are pending, __________Aktien are held in the XYZ Treasury and _________Aktien are reserved for the future issue under the current undertakings. Section of the Common Corporate Law – gives XYZ the power to merge with another company – and in accordance with the law section, the resulting company, after the presentation and registration of the merger agreement between XYZ and the resulting company, has all the powers and properties that were previously owned by XYZ. 4. The stock exchange – is at the latest on the day, the last necessary votes of the shareholders of the constituent shares would have been obtained (the authorization that ABC will seek at best) (i) the listing after official notification of the issuance of all common shares of the surviving company which, when the shares taken by the surviving company or when the shares of the ABC preferred stock of the series are converted and (ii) (only when the XYZ board is elected) the listing after formal notification of the issuance of the shares in the “ABC Preferred Stock” series in which the shares of the XYZ share will be converted at the time of the merger; or, for each month of – up to the date of the merger, with a proportional adjustment for less than one month; The corporate name of ABC Corporation, a constituent company, whose existence as a business is to survive this merger and then perpetuate it as a surviving company, as well as its identity, existence, purposes, powers, assets, franchises, rights and immunities remain intact and without prejudice from the merger, and the identity of the company, existence, purposes, powers, powers , XYZ`s objects, franchises, rights and immunities are fully merged into ABC. Therefore, at the date of the merger, the separate existence of XYZ is extinguished, unless it is pursued by law. XYZ has made changes to the XYZ guarantee and incentive plan and the trust agreement; which take effect on the date of the merger, to the extent necessary or appropriate to terminate XYZ`s commitments or contribute to the plan on or after the date of the merger, and (b) when the choice of the BOARD of directors of ABC, when (i) the shareholders` claims on the appreciation of their shares on XYZ`s common shares have been received by the holders of the current units or (ii) in the judgment the Chamber has rendered a judgment on an unseured judicial proceeding and the existence of the judgment will affect or risk seriously infringing the sale rights of one of the two constituent actions. , the transfer, transfer or disposal of one of their assets or a significant business malfunction, renders the merger unenforceable, undesirable or not in the interest of its shareholders; or three.