Sample Contracts - Agreement and Plan of Merger - Basell AF and Huntsman Corp.

TABLE OF CONTENTS

		Page

	ARTICLE I

	THE MERGER

1.1	The Merger; Effective Time of the Merger	1
1.2	Closing	2
1.3	Effect of the Merger	2
1.4	Certificate of Incorporation and Bylaws	2
1.5	Directors and Officers	2

	ARTICLE II

	EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE COMPANY AND MERGER SUB; EXCHANGE OF CERTIFICATES

2.1	Effect of the Merger on Capital Stock	3
2.2	Appraisal Rights	4
2.3	Treatment of Company Options	4
2.4	Treatment of Restricted Company Common Stock	5
2.5	Payment for Securities	5

	ARTICLE III

	REPRESENTATIONS AND WARRANTIES

3.1	Representations and Warranties of the Company	8
3.2	Representations and Warranties of Parent and Merger Sub	28

	ARTICLE IV

	COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE MERGER

4.1	Conduct of Business by the Company Pending the Merger	31
4.2	No Solicitation	36

	ARTICLE V

	ADDITIONAL AGREEMENTS

5.1	Preparation of Proxy Statement	39
5.2	Access to Information	40
5.3	Stockholders� Meeting and Board Recommendation	41
5.4	HSR and Other Approvals	42
5.5	Employee Matters	44

5.6	Indemnification; Directors� and Officers� Insurance	45
5.7	Agreement to Defend	47
5.8	Public Announcements	47
5.9	Advice of Certain Matters; Control of Business	47
5.10	Conveyance Taxes	47
5.11	Investigation by Parent and Merger Sub; No Other Representations or Warranties	48
5.12	Financing	48
5.13	Reasonable Best Efforts; Notification	50
5.14	5% Preferred Stock Conversion	51
5.15	Rule 16b-3	51

	ARTICLE VI

	CONDITIONS PRECEDENT

6.1	Conditions to Each Party�s Obligation to Effect the Merger	52
6.2	Additional Conditions to Obligations of Parent and Merger Sub	52
6.3	Additional Conditions to Obligations of the Company	53

	ARTICLE VII

	TERMINATION

7.1	Termination	54
7.2	Notice of Termination; Effect of Termination	55
7.3	Expenses and Other Payments	55

	ARTICLE VIII

	GENERAL PROVISIONS

8.1	Schedule Definitions	56
8.2	Nonsurvival of Representations, Warranties and Agreements	56
8.3	Notices	57
8.4	Rules of Construction	58
8.5	Counterparts	59
8.6	Entire Agreement; No Third Party Beneficiaries	59
8.7	Governing Law; Venue; Waiver of Jury Trial	59
8.8	No Remedy in Certain Circumstances	60
8.9	Assignment	61
8.10	Affiliate Liability	61
8.11	Specific Performance	61
8.12	Joint Liability	61
8.13	Amendment	61
8.14	Extension; Waiver	62

EXHIBITS:

Exhibit A		Certificate of Incorporation

iii

INDEX OF DEFINED TERMS

Definition		Section

5% Preferred Stock		2.1(b)(i)
Adverse Recommendation Change		4.2(b)
Affiliate		2.5(c)(ii)
Agreement		Preamble
Alternate Financing		5.12(c)
Annual Report		4.1(j)
Antitrust Authority		5.4(b)
Antitrust Laws		5.4(b)
Antitrust Prohibition		5.4(b)
Appraisal Shares		2.2
Book-Entry Shares		2.5(b)(i)(A)
Business Day		1.2
Cap Amount		5.6(d)
Certificate of Designations		4.1(a)
Certificate of Merger		1.1
Certificates		2.5(b)(i)(A)
Closing		1.1
Closing Date		1.2
Code		3.1(l)(i)
Company		Preamble
Company Affiliate		8.10
Company Bylaws		3.1(a)
Company Certificate of Incorporation		3.1(a)
Company Common Stock		2.1(b)(i)
Company Contracts		3.1(u)
Company Disclosure Letter		3.1
Company Intellectual Property		3.1(n)
Company Material Adverse Effect		3.1(a)
Company Permits		3.1(i)
Company Preferred Stock		3.1(b)
Company Required Vote		4.2(h)
Company SEC Documents		3.1(d)(i)
Company Stock Option		2.3
Company Stock Plan		2.3
Company Termination Fee		7.3(b)
Confidentiality Agreement		5.2
Corporate Officers		4.1(j)
Debt Commitment Letter		3.2(e)
Debt Financing		5.12(a)
DGCL		1.1
Divestiture Action		5.4(b)
Effective Time		1.1
Employee Benefit Plan		3.1(l)(i)

Encumbrances

Sample Business Contracts