Agreement and Plan of Merger
(Two Step Cash Tender Offer) (Pro-Buyer) (DE)


This form is an Agreement and Plan of Merger for use in a reverse triangular merger between a public company target and a public company buyer. This form includes practical guidance and drafting notes.This form is intended to be in accord with the provisions of the Delaware General Corporation Law. The regulatory schemes that are addressed in this form are those that are generally applicable without regard to industry, such as anti-trust, tax, ERISA, environmental, anti-corruption and federal securities regulation. This form is pro-Buyer.