AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 9th, 2014 • Delaware
Contract Type FiledMarch 9th, 2014 JurisdictionTABLE OF CONTENTS(continued) Page ARTICLE VI ADDITIONAL AGREEMENTS 6.1 Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings 61 6.2 Access to Information; Confidentiality 63 6.3 Required Actions 64 6.4 Stock Plans 67 6.5 Actions with Respect to Certain Continental Debt 69 6.6 Indemnification and Directors and Officers Insurance 70 6.7 Fees and Expenses 70 6.8 Certain Tax Matters 73 6.9 Transaction Litigation 73 6.10 Section 16 Matters 74 6.11 Governance Matters 74 6.12 Employee Matters 76 6.13 Collective Bargaining Agreement Commitments. 78 ARTICLE VII CONDITIONS PRECEDENT 7.1 Conditions to Each Party’s Obligation To Effect the Merger 78 7.2 Conditions to Obligations of United 79 7.3 Conditions to Obligations of Continental 80 ARTICLE VIII TERMINATION AND AMENDMENT 8.1 Termination 80 8.2 Effect of Termination 82 8.3 Amendment 82 8.4 Extension; Waiver 82 ARTICLE IX GENERAL PROVISIONS 9.1 Nonsurvival of Representations and Warranties 83 9.2 Notice