Disclosure Schedule Items for Merger Agreement (Exhibit 2.2)
This document lists specific items disclosed by a company in connection with a merger or acquisition agreement. It references various sections of the main agreement, detailing matters such as stock options, legal proceedings, employee benefits, compliance with laws, environmental issues, tax matters, insurance, and potential conflicts of interest. The schedule is intended to provide transparency and address any exceptions or required disclosures related to the representations and warranties in the main agreement.
EXHIBIT 2.2
Items Contained in Disclosure Schedule
| Section 3.1(a) | Charter and Bylaws | |
| Section 3.2(a) | Stock Options | |
| Section 3.2(b) | Liens | |
| Section 3.2(c) | Stock Option Plans | |
| Section 3.4(a) | Consents and Approvals | |
| Section 3.4(b) | Violations | |
| Section 3.5(b) | SEC and Governmental Entity Notices | |
| Section 3.6 | Financial Advisor’s Fees | |
| Section 3.7 | Absence of Certain Changes or Events | |
| Section 3.8 | Legal Proceedings | |
| Section 3.9(a) | Compliance with Applicable Law | |
| Section 3.9(b) | Violations | |
| Section 3.11(a) | Employee Benefit Plans | |
| Section 3.11(b) | Collective Bargaining Agreements | |
| Section 3.11(f) | Change in Control Payments | |
| Section 3.11(g) | Employee Benefit Plan Liabilities | |
| Section 3.13 | Environmental Matters | |
| Section 3.16 | Tax Matters | |
| Section 3.17 | Intellectual Property | |
| Section 3.18 | Identified Agreements | |
| Section 3.22(a) | Insurance Policies | |
| Section 3.22(b) | Self Insurance | |
| Section 3.23 | Personnel | |
| Section 3.24 | Potential Conflicts of Interests | |
| Section 3.26 | Government Contracts | |
| Section 3.27 | Export Licenses and Compliance | |
| Section 5.1 | Conduct of Business |
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