The Michigan Merger Agreement between Bay Micro Computers, Inc. and BMC Acquisition Corporation is a legal document that outlines the terms and conditions of the merger between these two entities operating in Michigan. This agreement serves as a blueprint for the consolidation of their assets, operations, and resources to form a single, unified company. The agreement encompasses various important aspects, such as the purpose of the merger, the exchange of shares, the treatment of outstanding stocks, terms of payment, and the allocation of responsibilities and positions within the merged entity. It also covers any provisions related to governance, employee benefits, intellectual property, customer contracts, and legal liabilities. This merger agreement ensures that both Bay Micro Computers, Inc. and BMC Acquisition Corporation are on the same page in terms of their merger intentions. It provides a framework for the merging companies to navigate the complexities involved in combining their operations and helps them achieve a smooth transition with minimal disruptions. Michigan's law provides for different types of merger agreements, including statutory and non-statutory mergers. A statutory merger involves following the procedures laid out in Michigan's Business Corporation Act, wherein all assets and liabilities of the merging corporations are transferred to the surviving entity. On the other hand, a non-statutory merger allows the parties involved to negotiate and customize the terms of the merger to better suit their specific needs and circumstances. In summary, the Michigan Merger Agreement between Bay Micro Computers, Inc. and BMC Acquisition Corporation is a legally binding document that outlines the terms and conditions of their merger, facilitating a seamless integration of their operations, assets, and resources. Through this agreement, the parties lay the foundation for a successful merger while complying with the applicable state laws governing mergers in Michigan.