EX-2.1
from 8-K
36 pages
Page No. 1. the Exchange Offer. 1 1.2 Articles of Incorporation, By-Laws, Directors and Officers. 2 1.3 Manner and Basis of Exchange of Shares. 2 1.4 Exchange of Certificates. 3 1.5 Parent Common Stock 3 2. Representations and Warranties of the Company. 3 2.1 Organization, Standing, Subsidiaries, Etc. 3 2.2 Qualification 3 2.3 Capitalization of the Company 4 2.4 Indebtedness. 4 2.5 Company Shareholders 4 2.6 Corporate Acts and Proceedings 4 2.7 Compliance With Laws and Instruments 4 2.8 Binding Obligations 5 2.9 Brokers and Finders 5 2.10 Financial Statements 5 2.11 Absence of Undisclosed Liabilities 5 2.12 Changes 6 2.13 Schedule of Assets and Contracts. 6 2.14 Employees 8 2.15 Tax Returns and Audits 8 2.16 Patents and Other Intangible Assets 9 2.17 Employee Benefit Plans; Erisa 9 2.18 Title to Property and Encumbrances 10 2.19 Condition of Properties 10 2.20 Insurance Coverage 10 2.21 Litigation 11 2.22 Licenses 11 2.23 Interested Party Transactions 11 2.24 Hazardous Waste 11 2.25 Customers, Suppliers and Independent Contractors 11
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