A New York Stock Tender Agreement is a legally binding contract that outlines the terms and conditions of a tender offer made by one company to the shareholders of another company. In this case, the agreement is between EMC Corp., Eagle Merger Corp., Computer Concepts Corp., and possibly other relevant parties. The purpose of the agreement is to establish the rules and procedures for the acquisition of shares in Computer Concepts Corp. by EMC Corp. and Eagle Merger Corp. through a tender offer on the New York Stock Exchange (NYSE). This agreement is specific to the jurisdiction of New York and follows the regulations imposed by the NYSE. The agreement typically contains various sections and clauses, including but not limited to: 1. Parties Involved: The agreement identifies the parties involved, including EMC Corp., Eagle Merger Corp., Computer Concepts Corp., and any additional parties relevant to the transaction. 2. Purpose: The agreement states the purpose of the tender offer, which is the acquisition of Computer Concepts Corp. shares by EMC Corp. and Eagle Merger Corp. The acquiring companies may seek to gain majority control or full ownership of Computer Concepts Corp. 3. Offer Terms: The agreement specifies the terms of the tender offer, including the offer price per share, any conditions attached to the offer, the number of shares targeted for acquisition, and the duration of the offer period. 4. Shareholder Acceptance: This section outlines the procedures for shareholders of Computer Concepts Corp. to accept the offer, such as the method of tendering their shares, submission deadlines, and required documentation. 5. Conditions to Closing: The agreement details any conditions that need to be met before the tender offer can be completed. These conditions may include regulatory approvals, minimum acceptance thresholds, and the absence of any material adverse events affecting Computer Concepts Corp. 6. Confidentiality and Non-Disclosure: The agreement may include provisions to protect the confidentiality of any non-public information exchanged between the parties during the tender offer process. Different types of New York Stock Tender Agreements between these companies might include variations in offer terms, prices, conditions, or specific provisions tailored to the unique circumstances of the transaction. Each agreement will depend on the specific negotiated terms between EMC Corp., Eagle Merger Corp., and Computer Concepts Corp.