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Agreement And Plan Of Merger Template

Company Intellectual Property except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.

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Target agrees that, except with the prior written consent of Acquiror, or as required under Delaware Law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand.

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Since the seller may be significantly damaged by a failure to close a negotiated and publicly announced deal, it is customary to ask the buyer to make certain representations to the seller in the acquisition agreement relating to its financing commitment.

No proceeding brought by any administrative agency or commission of other governmental authority or instrumentality, domestic or foreign, seeking to prevent the consummation of the Merger shall be pending.

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The merger consideration.

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Buyers environmental investigation of the Properties shall be limited to conducting a Phase I Environmental Site Assessment.

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Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company.


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