Victoria Jungfrau Tenniscenter Interlaken

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Victoria Jungfrau Grand Hotel & Spa +41 33 828 28 55

Agreement And Plan Of Merger

5.22 Cobra Benefits. Acquiror undertakes to treat all current and former Target members (and their beneficiaries) who (1) would have the right to lose their coverage as part of the termination of the target group`s health plans or transactions under this agreement, including termination of the employment relationship, or (2) to choose cobra coverage as part of Target`s group health plans , but to put an end to these plans and the operations in this agreement. , as “qualified beneficiaries of M-A” under Section 54.4980B-9 of the Treasury, and as having the right to choose COBRA continuation coverage according to the health plans of the Acquiror group from the time workers (and their beneficiaries) lose their group health coverage. Acquiror offers each of them the opportunity to acquire coBRA continuation coverage under the same conditions as Acquiror its current and former employees (and their beneficiaries) under the same conditions as the acquiror. (viii) all contracts and agreements in which Target or a subsidiary is involved, below which it has agreed to deliver products to a customer, either directly or through a distributor, manufacturer`s representative or distributor; and (m) severance pay agreement. the awarding of severance or termination pay (i) to a director or officer or (ii) to another staff member, with the exception of (A) payments made in accordance with standard written agreements outstanding on the date of this agreement, or (B) grants granted in connection with the ordinary activity in accordance with its usual past practice; (B) the management of the Acquiror officials who execute this agreement, as well as all agreements and documents provided for this purpose. Shares are subject to unsubst operated options and no shares are subject to current share purchase rights. As of the date of the agreement, Section 2.3 of the Target Implementation Plan defines the number of target options in progress and all other Target Common Stock share purchase rights in accordance with Target Stock`s options plans and applicable exercise prices. As of the date of this agreement, with the exception of (i) for rights created under this agreement, (ii) Target`s right to repurchase shares not sold under the target stock option, and (iii) as stated in this section 2.3 or as indicated in Section 2.3 of the Objective Offer Plan, there are no options , guarantees, appeals, rights, commitments, agreements or agreements of which the type is a party or a subsidiary. , the subsidiary is required, in connection with the issued or unbroaded capital stock of Target or a subsidiary, to issue, supply, sell, repurchase or issue, deliver, sell or issue, deliver, deliver, repurchase or issue shares of Target or a subsidiary or subsidiary.

, the price of such an option, modify or modify or enter into a warranty, appeal, law, commitment or agreement contract. With the exception of item 1.6(c) (c), there are no options, guarantees, appeals, rights, commitments, agreements or agreements of any kind in which Target or a subsidiary is involved or linked to Target or a subsidiary with respect to the issued or unbroaded capital of Target or a subsidiary or subsidiary. provide, sell, repurchase, repurchase or result in equity savings from Target`s capital stock or a subsidiary or subsidiary that alter the transfer of bonds, shrink, change in price or otherwise, or that spare such an option, guarantee, call, right, contract or contract, or otherwise change or subscribe. , issued, sold, repurchased or repurchased. There is no contract, commitment or agreement regarding the vote, purchase or sale of Target`s (i) capital stock between target and any of its shareholders, and (ii) to Target`s knowledge, enters or under any of Target`s shareholders, with the exception of shareholders, the voting right


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Victoria Jungfrau Grand Hotel & Spa +41 33 828 28 55