Contra Costa California Stock Tender Agreement is a legally binding agreement between EMC Corp., Eagle Merger Corp., Computer Concepts Corp., and other involved parties. This agreement represents the terms and conditions under which the stock of Computer Concepts Corp. is tendered and acquired by EMC Corp. through its subsidiary, Eagle Merger Corp. The Contra Costa California Stock Tender Agreement outlines the process, price, and relevant terms associated with the offer to purchase the stock of Computer Concepts Corp. by EMC Corp. The agreement ensures that all shareholders of Computer Concepts Corp. are treated equitably and have the opportunity to sell their shares at the offered price. This type of agreement is commonly referred to as a stock tender agreement, share purchase agreement, or acquisition agreement. It is used when one company intends to acquire another company's stock in a voluntary bid. Such an agreement facilitates the smooth transfer of ownership and ensures that the interests of all parties involved are protected. Some important components typically included in a Contra Costa California Stock Tender Agreement are: 1. Offer Price: The agreement outlines the per-share price at which EMC Corp. is willing to purchase Computer Concepts Corp.'s stock. 2. Offer Period: Specifies the period during which the tender offer remains open and shareholders can decide to participate. 3. Tender Procedures: Describes the steps and instructions for shareholders to tender their shares, including necessary documentation. 4. Representations and Warranties: Both EMC Corp. and Computer Concepts Corp. provide statements regarding their respective legal and financial standing. 5. Conditions to the Offer: Lists the conditions which must be fulfilled for the tender offer to be considered valid, ensuring compliance with applicable laws and regulations. 6. Termination: Specifies the circumstances under which the agreement can be terminated, such as regulatory issues or failure to fulfill certain conditions. 7. Confidentiality: Imposes confidentiality obligations on the parties involved to protect sensitive information disclosed during the negotiation and execution of the agreement. 8. Governing Law: Indicates that the agreement will be governed by the laws of Contra Costa County, California. Different versions of the Contra Costa California Stock Tender Agreement may exist, depending on specific provisions tailored to the circumstances of each transaction. However, the main goal is to establish a transparent and fair process for acquiring the stock of Computer Concepts Corp. by EMC Corp.