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This Merger Agreement involves OUTDOOR CHANNEL HOLDINGS, INC. . A Merger agreement governs the combination of two or more companies into a single entity. Merger contracts can also include stipulations on the reorganization of the companies once they have merged. Frequently, relevant deal terms include the effect of the merger, pre- and post-closing conditions and requirements, provisions for exchange of stock, continuity of business, disclosure requirements, tax matters, brokers fees, ownership rights, real property, intellectual property, solicitation, third party consents and notices, regulatory filings and additional terms and conditions.

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Agreement and Plan of Merger, OUTDOOR CHANNEL HOLDINGS INC. Agreement..., GOLD PROSPECTOR'S ASSOCIATION OF AMERICA..., THE OUTDOOR CHANNEL INC. Agreement and P..., California Agreement and Plan of Merger, Personal Services Agreement and Plan of ..., SERVIC Agreement and Plan of Merger

OUTDOOR CHANNEL HOLDINGS INC. Agreement and Plan of Merger

EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 20, 2004 AMONG OUTDOOR CHANNEL HOLDINGS, INC., GOLD PROSPECTOR'S ASSOCIATION OF AMERICA, INC. AND THE OUTDOOR CHANNEL, INC. AS AMENDED AND RESTATED AS OF MAY 12, 2004 ARTICLE I THE MERGER; CERTAIN RELATED MATTERS........................................................1 SECTION 1.1 THE MERGER........................................................................1 SECTION 1.2 CLOSING......................................................................... ..1 SECTION 1.3 EFFECTIVE TIME....................................................................2 SECTION 1.4 EFFECTS OF THE MERGER.............................................................2 SECTION 1.5 ARTICLES OF INCORPORATION.........................................................2 SECTION 1.6 BYLAWS.......................................................................... ..2 SECTION 1.7 OFFICERS AND DIRECTORS............................................................2 SECTION 1.8 EFFECT ON CAPITAL STOCK...........................................................2 SECTION 1.9 COMPANY STOCK OPTIONS AND OTHER EQUITY-BASED AWARDS...............................3 SECTION 1.10 CERTAIN ADJUSTMENTS...............................................................4 SECTION 1.11 APPRAISAL/DISSENTERS' RIGHTS......................................................4 ARTICLE II EXCHANGE OF CERTIFICATES...................................................................5 SECTION 2.1 EXCHANGE PROCEDURES...............................................................5 SECTION 2.2 DISTRIBUTIONS WITH RESPECT TO UNEXCHANGED SHARES; VOTING..........................5 SECTION 2.3 NO FURTHER OWNERSHIP RIGHTS IN COMPANY COMMON STOCK...............................6 SECTION 2.4 NO FRACTIONAL SHARES OF PARENT COMMON STOCK.......................................6 SECTION 2.5 UNCLAIMED AMOUNTS.................................................................7 SECTION 2.6 NO LIABILITY......................................................................7 SECTION 2.7 LOST CERTIFICATES.................................................................7 SECTION 2.8 WITHHOLDING RIGHTS................................................................7 SECTION 2.9 FURTHER ASSURANCES................................................................7 SECTION 2.10 STOCK TRANSFER BOOKS..............................................................7 SECTION 2.11 RESTRICTED STOCK..................................................................7 SECTION 2.12 LEGEND REQUIREMENTS...............................................................8 ARTICLE III REPRESENTATIONS AND WARRANTIES.............................................................8 SECTION 3.1 REPRESENTATIONS AND WARRANTIES OF PARENT..........................................8 SECTION 3.2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY....................................15 SECTION 3.3 REPRESENTATIONS AND WARRANTIES OF GPAA...........................................19 ARTICLE IV COVENANTS RELATING TO CONDUCT OF BUSINESS.................................................22 SECTION 4.1 COVENANTS OF PARENT AND GPAA.....................................................22 SECTION 4.2 COVENANTS OF THE COMPANY.........................................................22 ARTICLE V ADDITIONAL AGREEMENTS.....................................................................2 3 SECTION 5.1 PERMIT; CONSENT SOLICITATION; INFORMATION STATEMENT; FAIRNESS HEARING AND INVESTMENT REPRESENTATION LETTER.................................................23 SECTION 5.2 ACCESS TO INFORMATION/EMPLOYEES..................................................25 SECTION 5.3 COMMERCIALLY REASONABLE EFFORTS..................................................25 SECTION 5.4 ACQUISITION PROPOSALS............................................................25 SECTION 5.5 EMPLOYEE BENEFITS MATTERS........................................................26 SECTION 5.6 FEES AND EXPENSES................................................................27 SECTION 5.7 DIRECTORS' AND OFFICERS' INDEMNIFICATION AND INSURANCE...........................27 SECTION 5.8 PUBLIC ANNOUNCEMENTS.............................................................27 SECTION 5.9 TAX TREATMENT....................................................................28 SECTION 5.10 APPOINTMENT TO PARENT'S BOARD OF DIRECTORS.......................................28 SECTION 5.11 VOTING AGREEMENT.................................................................28 SECTION 5.12 GPAA LLC FORMATION...............................................................28 SECTION 5.13 [INTENTIONALLY OMITTED.].........................................................28 SECTION 5.14 REGISTRATION RIGHTS..............................................................28 SECTION 5.15 SECTION 16b3....................................................................30 ARTICLE VI CONDITIONS PRECEDENT......................................................................3 0 SECTION 6.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER.......................30 SECTION 6.2 ADDITIONAL CONDITIONS TO OBLIGATIONS OF PARENT AND GPAA..........................31 SECTION 6.3 ADDITIONAL CONDITIONS TO OBLIGATIONS OF THE COMPANY..............................32 ARTICLE VII TERMINATION AND AMENDMENT.................................................................33 SECTION 7.1 GENERAL......................................................................... .33 SECTION 7.2 OBLIGATIONS IN EVENT OF TERMINATION..............................................35 SECTION 7.3 AMENDMENT....................................................................... .37 SECTION 7.4 EXTENSION; WAIVER................................................................37 SECTION 7.5 NO EFFECT ON EXISTING AGREEMENTS.................................................37 ARTICLE VIII GENERAL PROVISIONS...................................................................... ..37 SECTION 8.1 NON-SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.......................37 SECTION 8.2 NOTICES......................................................................... .37 SECTION 8.3 INTERPRETATION.................................................................. .38 SECTION 8.4 COUNTERPARTS.................................................................... .38 SECTION 8.5 ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES...................................39 SECTION 8.6 GOVERNING LAW....................................................................39 SECTION 8.7 SEVERABILITY.................................................................... .39 SECTION 8.8 ASSIGNMENT...................................................................... .39 SECTION 8.9 SUBMISSION TO JURISDICTION.......................................................39 SECTION 8.10 ENFORCEMENT..................................................................... .39 SECTION 8.11 DEFINITIONS..................................................................... .40 Parent Disclosure Schedule Company Disclosure Schedule Schedule 5.11 - Voting Agreement Parties Schedule 6.2(h) - List of Affiliates of the Company Exhibit A - Form of Voting Agreement Exhibit B - Form of Affiliate Agreement
AGREEMENT AND PLAN OF MERGER, dated as of April 20, 2004, as amended and restated as of May 12, 2004 (this "Agreement"), among OUTDOOR CHANNEL HOLDINGS, INC., an Alaska corporation ("Parent"), GOLD PROSPECTOR'S ASSOCIATION OF AMERICA, INC., a California corporation and a direct wholly-owned subsidiary of Parent ("GPAA"), and THE OUTDOOR CHANNEL, INC., a Nevada corporation (the "Company" and collectively with Parent and GPAA, the "parties"). W I T N E S S E T H: WHEREAS, the respective Board of Directors of each of the parties deems it advisable and in the best interests of each corporation and its respective stockholders that the Company and Merger Sub (as defined in Section 8.1) engage in a business combination in order to advance the long-term strategic business interests of the Company and Parent; WHEREAS, the combination of the Company and Merger Sub shall be effected by the terms of this Agreement through a merger as outlined below (the "Merger"); WHEREAS, upon the terms and subject to the conditions set forth in this Agreement, pursuant to the Merger each share of common stock, par value $0.001 per share, of the Company ("Company Common Stock") issued and outstanding immediately prior to the Effective Time (as defined in Section 1.3) will be converted into the right to receive shares of common stock, par value $0.02 per share, of Parent ("Parent Common Stock") as set forth in Section 1.8; WHEREAS, for Federal income tax purposes, it is intended that the Merger shall qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder; and NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement, and intending to be legally bound hereby, the parties agree as follows: ARTICLE I THE MERGER; CERTAIN RELATED MATTERS Section 1.1 THE MERGER. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Nevada Revised Statutes Chapters 78 and 92A (the "NGCL") Merger Sub shall be merged with and into the Company at the Effective Time. Following the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the "Surviving Corporation"). Section 1.2 CLOSING. Upon the terms and subject to the conditions set forth in this Agreement, the closing of the Merger (the "Closing") will take place as soon as possible following the satisfaction or waiver (subject to applicable law) of the conditions set forth herein (excluding conditions that, by their nature, cannot be satisfied until the Closing Date, but subject to the fulfillment or waiver of those conditions), unless this Agreement has been previously terminated pursuant to its terms or unless another time or date is -1- agreed to by Parent and the Company (the actual time and date of the Closing being referred to herein as the "Closing Date"). The Closing shall be held at the offices of the Company at 43445 Business Park Drive, Suite 103, Temecula, California 92590, unless another place is agreed to by the parties. Section 1.3 EFFECTIVE TIME. As soon as practicable following the satisfaction or waiver (subject to applicable law) of the conditions set forth in this Agreement, at the Closing the parties shall: (i) file articles of merger (the "Articles of Merger") in such form as is required by, and executed in accordance with, the relevant provisions of the NGCL; and (ii) make all other filings or recordings required by law. The Merger shall become effective at such time as the Articles of Merger are duly filed with the Nevada Secretary of State or at such subsequent time as Parent and the Company shall agree and as shall be specified in the Articles of Merger (the date and time the Merger becomes effective being the "Effective Time"). Section 1.4 EFFECTS OF THE MERGER. At and after the Effective Time, the Merger will have the effects set forth in the NGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all the property, rights, privileges, powers and franchises of the Company and Merger Sub shall be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation. Section 1.5 ARTICLES OF INCORPORATION. The Amended and Restated Articles of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the articles of incorporation of the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable law. Section 1.6 BYLAWS. The bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. Section 1.7 OFFICERS AND DIRECTORS. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law, (i) the directors of the Company at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation. Section 1.8 EFFECT ON CAPITAL STOCK. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into 0.65 validly issued, fully paid and non-assessable shares of Parent Common Stock (the "Exchange Ratio") (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.4, the "Merger Consideration"). -2 (b) As a result of the Merger and without any action on the part of the holders thereof, at the Effective Time, all shares of Company Common Stock shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate or certificates which immediately prior to the Effective Time represented any such shares of Company Common Stock ("Common Certificates" or "Certificate") shall thereafter cease to have any rights with respect to such shares of Company Common Stock, except as provided herein or by law. (c) Each share of Company Preferred Stock (as defined in Section 5.13) owned by GPAA at the Effective Time shall remain issued and outstanding and shall represent one share of Series A Preferred Stock of the Surviving Corporation. (d) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be canceled and retired and no consideration shall be delivered in exchange therefore. Section 1.9 COMPANY STOCK OPTIONS AND OTHER EQUITY-BASED AWARDS. (a) Each Company Stock Option (as defined in Section 3.2(b)) that was granted pursuant to the Company Stock Option Plan (as defined in Section 3.2(b)) prior to the Effective Time and which remains outstanding immediately prior to the Effective Time shall cease to represent a right to acquire shares of Company Common Stock and shall be converted, at the Effective Time, into an option to acquire, on the same terms and conditions as were applicable under the Company Stock Option (but taking into account any changes thereto provided for in the Company Stock Option Plan or in such option by reason of this Agreement or the transactions contemplated hereby), that number of shares of Parent Common Stock determined by multiplying the number of shares of Company Common Stock subject to such Company Stock Option by the Exchange Ratio, rounded, if necessary, to the nearest whole share of Parent Common Stock, at a price per share (rounded to the nearest one-hundredth of a cent) equal to the per share exercise price specified in such Company Stock Option divided by the Exchange Ratio; PROVIDED, HOWEVER, that in the case of any Company Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the option price, the number of shares subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code. On or prior to the Effective Time, the Company will take all actions necessary such that all Company Stock Options outstanding prior to the Effective Time are treated in accordance with the immediately preceding sentence. (b) At the Effective Time, Parent shall assume each Company Stock Option in accordance with the terms of the Company Stock Option Plan under which it was issued and the stock option agreement by which it is evidenced. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Company Stock Options appropriate notices setting forth such holders' rights pursuant to the Company Stock Option Plan and the agreements evidencing the grants of such Company Stock Options as adjusted pursuant to this Section 1.9. -3 (c) Prior to the Closing, Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Company Stock Options in accordance with this Section 1.9. After the Effective Time, no additional options will be granted pursuant to the Company Stock Option Plan. (d) Prior to the Closing, the Company shall take all actions reasonably requested by Parent or otherwise necessary to supplement the Company Stock Option Plan to clarify the treatment of the Company Stock Options in the Merger and allow the assumption of the Company Stock Options by Parent in the Merger without the acceleration of vesting. Section 1.10 CERTAIN ADJUSTMENTS. If, between the date of this Agreement and the Effective Time, the outstanding Parent Common Stock or Company Common Stock shall have been changed into a different number of shares or different class by reason of the Reincorporation (as defined in Section 8.11) or any reclassification, recapitalization, stock split, split-up, combination or exchange of shares or a stock dividend or dividend payable in any other securities shall be declared with a record date within such period, or any similar event shall have occurred, the Exchange Ratio shall be appropriately adjusted to provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event. Section 1.11 APPRAISAL/DISSENTERS' RIGHTS. (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Common Stock held by a holder who has exercised and perfected appraisal or dissenters' rights for such shares in accordance with the NGCL and/or the California General Corporation Law (the "CGCL"), and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares"), shall not be converted into or represent a right to receive the Merger Consideration, but the holder thereof shall only be entitled to such rights as are granted by the NGCL or the CGCL, as applicable. (b) Notwithstanding the provisions of subsection (a), if any holder of Dissenting Shares effectively withdraws or loses (through failure to perfect or otherwise) its appraisal rights, then, as of the later of the Effective Time and the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate representing such Dissenting Shares. (c) The Company shall give Parent (i) prompt notice of any written demand for appraisal received by the Company pursuant to the applicable provisions of the NGCL and/or the CGCL and (ii) the opportunity to participate in all negotiations and proceedings with respect to such demands, PROVIDED HOWEVER, Parent may not make any payment with respect to such demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands or offer to settle or settle any such demands. (d) Dissenting Shares, if any, after purchased by the payment of fair value to the holders thereof pursuant to the NGCL and/or the CGCL shall be canceled. -4 ARTICLE II EXCHANGE OF CERTIFICATES Section 2.1 EXCHANGE PROCEDURES. (a) At or prior to the Effective Time, Parent shall deposit with its transfer agent, who shall act as the "Exchange Agent" for the purpose of exchanging Certificates for the Merger Consideration, in trust for the benefit of holders of shares of Company Common Stock, certificates representing the Parent Common Stock issuable pursuant to Section 1.8 in exchange for outstanding shares of Company Common Stock. Parent agrees to make available directly or indirectly to the Exchange Agent from time to time as needed, cash sufficient to pay cash in lieu of fractional shares pursuant to Section 2.4 and any dividends and other distributions pursuant to Section 2.2. (b) Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of a Certificate (i) a letter of transmittal, which letter shall be in customary form and have such provisions as Parent may reasonably specify and (ii) instructions for effecting the surrender of such Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Certificate to the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefore (A) one or more shares of Parent Common Stock representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 1.8 (after taking into account all shares of Company Common Stock then held by such holder) and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, consisting of cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.4 and dividends and other distributions pursuant to Section 2.2. No interest will be paid or will accrue on any cash payable pursuant to Section 2.2 or Section 2.4. Section 2.2 DISTRIBUTIONS WITH RESPECT TO UNEXCHANGED SHARES; VOTING. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares issuable pursuant to this Agreement; PROVIDED THAT no dividends or other distributions declared or made in respect of the Parent Common Stock, with a record date that is 180 days or more after the Effective Time shall be paid to the holder of any unsurrendered Certificate until the holder of such Certificate shall surrender such Certificate in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to such holder of shares of Parent Common Stock issuable in exchange therefore, without interest, (a) the amount of any cash payable in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (b) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock. -5- Section 2.3 NO FURTHER OWNERSHIP RIGHTS IN COMPANY COMMON STOCK. All shares of Parent Common Stock issued and cash paid upon conversion of shares of Company Common Stock in accordance with the terms of Article I and this Article II (including any cash paid pursuant to Section 2.2 or Section 2.4) shall be deemed to have been issued or paid in full satisfaction of all rights pertaining to the shares of Company Common Stock. Section 2.4 NO FRACTIONAL SHARES OF PARENT COMMON STOCK. (a) No certificates or scrip or shares of Parent Common Stock representing fractional shares of Parent Common Stock or book-entry credit of the same shall be issued upon the surrender for exchange of Certificates and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of Parent or a holder of shares of Parent Common Stock. (b) Notwithstanding any other provision of this Agreement, each holder of shares of Company Common Stock exchanged pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock (after taking into account all Certificates delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to the product of (i) such fractional part of a share of Parent Common Stock multiplied by (ii) the average bid and ask price for a share of Parent Common Stock on the OTC Bulletin Board ("OTCBB") on the date of the Effective Time or, if such date is not a Business Day, the Business Day immediately prior to the date on which the Effective Time occurs. Such payment of cash consideration in lieu of fractional shares of Parent Common Stock is not expected to exceed, in the aggregate, 1% of the total Merger Consideration. (c) As promptly as practicable after the determination of the amount of cash, if any, to be paid to holders of fractional interests, the Exchange Agent shall so notify Parent, and Parent shall deposit or cause the Surviving Corporation to deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional interests subject to and in accordance with the terms hereof. -6 Section 2.5 UNCLAIMED AMOUNTS. Any Merger Consideration remaining unclaimed by holders of shares of Company Common Stock five years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity (as defined in Section 3.1(c)(iii)) shall, to the extent permitted by law, be returned to Parent or its assignee. Any holders of shares of Company Common Stock whose shares have been returned to Parent pursuant to this section shall look to Parent or its assignee for payment of the Merger Consideration and any cash, dividends and other distributions in respect thereof issuable and/or payable pursuant to this section upon due surrender of their Certificates (or affidavits of loss in lieu thereof) without any interest thereon. Section 2.6 NO LIABILITY. None of Parent, GPAA, Merger Sub, the Company, the Exchange Agent or the Surviving Corporation shall be liable to any Person in respect of any Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Section 2.7 LOST CERTIFICATES. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby, any cash in lieu of fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.4, and unpaid dividends and distributions on shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.2, deliverable in respect thereof, pursuant to this Agreement. Section 2.8 WITHHOLDING RIGHTS. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock, Company Stock Options or any other equity rights in the Company such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any provision of state, local or foreign tax law. Section 2.9 FURTHER ASSURANCES. After the Effective Time, the officers and directors of the Surviving Corporation will be authorized to execute and deliver, in the name and on behalf of the Company or Merger Sub, any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of the Company or Merger Sub, any other actions and things to vest, perfect or confirm of record or otherwise in the Surviving Corporation any and all right, title and interest in, to