(7) it was not represented by any broker in the proposed transaction, unless it informed ABC in writing; and by witnesses, the directors or the majority of them of each of the constituent enterprises have duly signed their names under the seal of the enterprise of their respective company, from the day and year that was first written. Taking into account the premises and mutual agreements, provisions and agreements, it is agreed by and between the parties that ABC and XYZ will be merged into a single surviving company (sometimes referred to as a “surviving company”) in accordance with the provisions of the laws of _________État] at the time of the merger (defined in Article I, paragraph 3). ABC is and is one of the constituent companies that maintain their know-how and must remain an entity subject to the laws of that State, under the conditions laid down. This Agreement supersedes all prior oral or written agreements. 2. Without limiting the generality of the foregoing, one of the specific provisions of this Agreement and the Shareholders` Agreement is that at the time of the Merger, the surviving company is effective, binding and enforceable against it (a) the restricted ABC Stock Option Plan, as in effect on the Day of the Merger, and all stock options outstanding on the date of the Merger Authorization; and (b) all stock options granted on the day of the merger under the restricted stock option incentive plan adopted in [year] and [year] by XYZ and its eligible stock option incentive plan adopted in [year]. Each share of ABC reserved for issuance under ABC`s restricted option plan is a common share of the surviving company reserved for the same purposes. Any common share of XYZ reserved for issuance under the above options, granted under XYZ`s restricted stock option plans and eligible stock option plan, is a share of ABC Preferred Share of Series $__ of the surviving corporation reserved for the same purposes; and any option to purchase common shares of XYZ that, according to XYZ`s plans, does not take place on the day of the merger, becomes an option to purchase one (1) share of the ABC Preferred Share of the series $______ of the surviving company at the same price per share, as set forth in each option and which may be exercised under the conditions set out in the options and for the respective periods. . . .