TAKE HOME FINAL EXAM
1 – What is the function of (a) the merger, (b) Exchange of Certificates, (c) Representations and Warranties of Anthem and Cigna ( as well as of Anthem and Merger Sub), (d) Covenant Relating to the Conduct of Business, (e) Conditions to Consummation of the Merger, (f) Conditions Precedent, (g) Termination and Amendment, (h) General Provisions, and how do these provisions work together (please give examples from each sub-section to justify your answer)?
(a) In a merger agreement, the assets and liabilities of the firm which is being acquired end up being absorbed by the buyers firm. A merger could be the most effective and efficient way to enter a new market without the need of creating …show more content…
(c) The buyer and the seller shall provide the relevant information of each of the companies to avoid any lack of knowledge between two of them. Representation and Warranties enable the both sides to carry out this function both at the time of the agreement and during the closing. Both parties must state these information solely based on truth and relevancy of their situation between the time of the agreement and the closing.
Both Anthem’s and Cigna’s representations and warranties involve matters regarding organizational concerns, capital structure,