Draft Merger Agreement

(b) at the election of ABC`s Board of Directors, where (i) the holders of ____ percentages or more of the outstanding shares have received claims from shareholders to value their common shares of XYZ, or (ii) a judgment has been rendered in the judgment of the Board of Directors with respect to unpending legal proceedings and the existence of the cessation of the sale of the rights of one of the two constituent companies to its assets; to transfer, transfer or assign or significantly affect the business, to render the merger unenforceable, undesirable or not in the best interests of its shareholders; or a draft merger contract would include information on the acquisition of a particular company under a single name. It would also include information on the merging companies and the corresponding introductory remarks. 2. In order to enable ABC to coordinate the activities of XYZ with those of ABC on the day and after the Merger, XYZ grants ABC`s senior officers and agents, prior to the Merger Date, free and unlimited access to XYZ`s facilities, properties, books and records, and XYZ abC`s senior officers will provide financial, operational and other information about the activities and properties of XYZ and its subsidiaries in as long as ABC it is reasonable to request time in due time. ABC shall provide such access to XYZ`s senior officers and plenipotentiary representatives prior to the merger date, and ABC`s senior officers will request from XYZ the data and information necessary to make available the data and information relating to the provision of XYZ`s proxy statement in connection with the shareholders` meeting convened pursuant to Section I, Section 1 of this Agreement. ABC and XYZ agree that ABC and XYZ, as well as their senior officers and representatives, will remain strictly confidential for all data and information obtained until publicly available and the proposed merger is not completed as planned. ABC and XYZ will return all data to the other party, as the other party may reasonably request. 2. All federal, state and local returns that must be filed by it or any of its subsidiaries on or before the date of the amalgamation have been filed and all taxes that are proven to be paid on or before the date of the amalgamation have been paid; Indeed, you may want to have a draft sales contract written well before signing a memorandum of understanding . . . .