The North Carolina Stock Tender Agreement between EMC Corp., Eagle Merger Corp., Computer Concepts Corp., et al., is a legally binding agreement that outlines the terms and conditions of the acquisition and merger process involving these companies. This agreement is commonly used in North Carolina for stock acquisitions and tender offers. The stock tender agreement is a comprehensive document that outlines various aspects of the transaction, including the rights and obligations of both the acquiring and target companies, the purchase price, the conditions of the offer, and the procedures for accepting the offer. Key terms and concepts relevant to the North Carolina Stock Tender Agreement may include: 1. Stock acquisition: This refers to the process of acquiring the outstanding shares of a company's stock by the acquiring company. It outlines the number of shares and the purchase price per share. 2. Tender offer: This is a public offer made by the acquiring company to the shareholders of the target company to purchase their shares at a specified price and within a specific timeframe. 3. Acceptance of the offer: This clause specifies the procedures for the target shareholders to accept the tender offer, such as submitting their shares for purchase or exchanging them for cash, stock, or a combination. 4. Termination: This outlines the circumstances under which the tender offer can be terminated, such as failure to meet certain conditions or regulatory requirements. 5. Representations and warranties: Both the acquiring and target companies provide assurances and guarantees regarding the accuracy of the information provided, financial statements, assets, liabilities, and other relevant aspects of the transaction. 6. Indemnification: This clause determines the extent to which the acquiring company will be responsible for any damages, losses, or liabilities arising out of misrepresentations or breaches of warranties by the target company. Different types of North Carolina Stock Tender Agreements may include variations in the terms and conditions, such as cash-only offers, stock-for-stock exchanges, or a combination of both. Additionally, the agreements may differ depending on the specific characteristics of the companies involved, such as size, industry, and financial status. It is important for all parties involved in the Stock Tender Agreement to consult legal professionals familiar with North Carolina corporate laws to ensure compliance and to protect their rights and interests throughout the acquisition process.