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Autor:  Lívia
E-mail:  não-disponível
Data:  01/FEV/2005 8:45 AM
Assunto:  Ajuda !
 
Mensagem:  Bom dia à todos

Tenho que terminar uma tradução e estou tendo algumas dificuldades.
Alguém poderia me ajudar, por gentileza, indicando um dicionário ou glossário sobre CORPORATE MERGER ? Os que achei na net não estão servindo.

Estou colocando abaixo o texto a ser traduzido para que possam ter uma idéia do assunto é desde já fico muito agradecida com qq indicação.
Abraços
Lívia

MERGER AGREEMENT





This Merger Agreement ("Agreement") is made as of August 16, 2004, by and among Flextronics International Ltd., a Singapore corporation ("Buyer"), Minnesota Acquisition Corp., a Delaware corporation ("Merger Subsidiary"), Northfield Acquisition Co., a Delaware corporation (the "Company"), and Ampersand 1999 Limited Partnership, a Delaware limited partnership, as the representative of the stockholders of the Company (the "Representative").


Recitals


Pursuant to the terms of this Agreement, Merger Subsidiary be merged with and into the Company in accordance with the Delaware General Corporation Law (the "DGCL") pursuant to which the Company will be the surviving corporation and will be a wholly owned subsidiary of Buyer. The boards of directors of Merger Subsidiary and the Company have approved this Agreement and declared its advisability, and the sole stockholder of Merger Subsidiary has adopted this Agreement.

Buyer, Merger Subsidiary and the Company desire to make certain representations, warranties and agreements in connection with, and establish various conditions precedent to, the Merger.

Contemporaneously with the execution and delivery of this Agreement and as a condition and inducement to Buyer and Merger Subsidiary to enter into this Agreement, the Company and each of the individuals identified on Schedule 1 attached hereto (the "Key Employees”) shall have executed and delivered to Buyer the non-competition agreement in the form attached hereto as Exhibit A (the "Non-Competition Agreement").

The Representative is entering into this Agreement solely to accept the duties conferred on it by this Agreement.


Agreement


The parties, intending to be legally bound, agree as follows:

1. Definitions.

For purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1:

1.1 "AAA Rules" shall have the meaning set forth in Section 11.5.

1.2 "Accounts Receivable" shall have the meaning set forth in Section 3.8.

1.3 "Adverse Recommendation Change" shall have the meaning set forth in Section 5.7(c).

1.4 "Adjustment Amount" shall have the meaning set forth in Section 2.2(g)(ii).





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 English Made in Brazil -- English, Portuguese, & contrastive linguistics
 Ajuda !  –  Lívia  01/FEV/2005, 8:45 AM
Re: Ajuda !  –  Tom  01/FEV/2005, 9:57 AM
Re: Ajuda !  –  Livia  01/FEV/2005, 11:36 AM

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