Common use of Principal Terms of the Merger Clause in Contracts

Principal Terms of the Merger. The Merger Agreement provides that the Merger and the transactions contemplated thereby, including the Offer and the Merger, are to be governed by Section 251(h) of the DGCL and that the Merger will be effected without a vote of TubeMogul's stockholders. The Merger Agreement provides that the Merger will close (the "Closing") as soon as practicable (and, in any event, within one business day) after satisfaction or, to the extent permitted by the Merger Agreement, waiver of all of the conditions to the Merger (including the condition that Purchaser shall have accepted for payment and paid for Shares validly tendered (and not withdrawn) pursuant to the Offer) (the date upon which the Closing occurs, the "Closing Date"). The Merger Agreement provides that, as soon as practicable after the closing of the Merger, the parties will file with the Delaware Secretary of State a certificate of merger (the "Certificate of Merger"). The Merger Agreement provides that the Effective Time will occur at such date and at such time as the Certificate of Merger has been duly filed with the Delaware Secretary of State (or at such later time as may be agreed by the parties that is specified in the Certificate of Merger). The Merger Agreement provides that, at the Effective Time, the separate corporate existence of Purchaser will cease, and TubeMogul will continue as the Surviving Corporation. The Merger Agreement provides that, at the Effective Time, each Share issued and outstanding immediately prior to the Effective Time will be converted into the right to receive an amount equal to the Offer Price, in cash without interest thereon and subject to any required tax withholding, payable to the holder thereof in accordance with the terms and conditions of the Merger Agreement, unless: • such Share is held in the treasury of TubeMogul or is owned by Purchaser, Adobe or any wholly-owned subsidiary of Adobe or of TubeMogul immediately prior to the Effective Time, in which case such Share will be canceled, and no payment will be made with respect thereto; or • such Share is an Appraisal Share (as defined below in the following paragraph). The Merger Agreement provides that Shares that are issued and outstanding immediately prior to the Effective Time that are held by any person who (i) is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, Section 262 and (ii) as of the Effective Time, has neither effectively withdrawn nor lost such person's rights to such appraisal and payment under the DGCL with respect to such Shares ("Appraisal Shares"), will not be converted into the right to receive the Merger Consideration as provided in the Merger Agreement, but rather the holders of Appraisal Shares will be entitled to be paid the fair value of such Appraisal Shares in accordance with Section 262. The Merger Agreement provides that, if any such holder will fail to perfect or otherwise will waive, withdraw or lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder's Appraisal Shares will cease and such Appraisal Shares will be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, Merger Consideration as provided in the Merger Agreement.

Principal Terms of the Merger. The Merger Agreement provides that that, upon the terms and subject to the conditions set forth in the Merger and Agreement, as soon as practicable following the transactions contemplated thereby, including consummation of the Offer (and on the same day as the consummation of the Offer) and subject to the absence of any governmental order, applicable law or other legal restraint or prohibition on the consummation of the Merger, are to Purchaser will be merged with and into the Company, with the Company continuing as the Surviving Corporation and as an indirect, wholly-owned subsidiary of Parent. The Merger will be governed by Section 251(h) of the DGCL DGCL. The certificate of incorporation of the Company, as the Surviving Corporation, will be amended and that restated in its entirety at the effective time of the Merger to be in the form of the certificate of incorporation of Purchaser immediately prior to the effective time of the Merger, except that (i) all references to the name, date of incorporation, registered office and registered agent of Purchaser therein may be changed to refer to the name, date of incorporation, registered office and registered agent, respectively, of the Company, (ii) any references naming the incorporator(s), original board of directors or original subscribers for shares of Purchaser may be omitted, and (iii) any changes that will be effected without a vote necessary to comply with Parents’ obligations under the Merger Agreement regarding indemnification and exculpation of TubeMogul's stockholdersdirectors and officers may be made. The Merger Agreement provides that bylaws of the Company, as the Surviving Corporation, will be amended and restated at the effective time of the Merger will close (to be in the "Closing") form of the bylaws of Purchaser as soon as practicable (and, in any event, within one business day) after satisfaction or, effect immediately prior to the extent permitted effective time of the Merger. In addition, the certificate of incorporation and the bylaws of the Surviving Corporation may be further amended to reflect certain indemnification obligations contemplated by the Merger Agreement. The obligations of the Company, Parent and Purchaser to complete the Merger are subject to the satisfaction or waiver of all each of the conditions following conditions: • Purchaser having consummated the Offer; and • no governmental authority having jurisdiction over any party to the Merger (including Agreement having issued any order, nor any applicable law or other legal restraint, injunction or prohibition being in effect that makes consummation of the condition that Purchaser shall have accepted for payment and paid for Shares validly tendered (and not withdrawn) pursuant to Merger illegal or otherwise prohibited. The Offer Conditions are described in Section 15 – “Conditions of the Offer) (the date upon which the Closing occurs, the "Closing Date"). The Merger Agreement provides that, as soon as practicable after the closing .” Conversion of the Merger, the parties will file with the Delaware Secretary of State a certificate of merger (the "Certificate of Merger"). The Merger Agreement provides that Capital Stock at the Effective Time will occur at such date and at such time as the Certificate of Merger has been duly filed with the Delaware Secretary of State (or at such later time as may be agreed by the parties that is specified in the Certificate of Merger). The Merger Agreement provides that, at the Effective Time, the separate corporate existence of Purchaser will cease, and TubeMogul will continue as the Surviving Corporation. The Merger Agreement provides that, at the Effective Time, each Share issued and Shares outstanding immediately prior to the Effective Time will be converted into the right to receive an amount equal to the Offer Price, in cash without interest thereon and subject to any required tax withholding, payable to the holder thereof in accordance with the terms and conditions of the Merger Agreement, unless: • such Share is held in the treasury of TubeMogul or is (other than (i) Shares owned by Parent, Purchaser, Adobe or any other direct or indirect wholly-owned subsidiary of Adobe Parent; (ii) Shares owned by the Company or of TubeMogul immediately prior to the Effective Time, in which case such Share will be canceled, and no payment will be made with respect thereto; or • such Share is an Appraisal Share (as defined below held in the following paragraph). The Merger Agreement provides that Company’s treasury; (iii) Shares that are issued owned by any direct or indirect wholly-owned subsidiary of the Company, which shall be converted automatically into shares of common stock of the Surviving Corporation; and outstanding immediately prior to the Effective Time that are (iv) Shares held by any person a holder who (i) is entitled to demand and properly demands exercises and perfects a demand for appraisal of such Shares pursuant to, and who complies in all respects with, accordance with Section 262 and (ii) of the DGCL, and, as of the Effective Time, has neither effectively withdrawn nor lost such person's rights holder’s right to such appraisal and payment under the DGCL with respect to such Shares ("Appraisal Shares"), ) will not be converted automatically into the right to receive the Merger Consideration as provided Offer Price in the Merger Agreementcash, but rather the holders net of Appraisal applicable withholding taxes and without interest and will also cease to be outstanding and will automatically be cancelled and cease to exist and each holder of such Shares will be entitled to be paid the fair value of such Appraisal Shares in accordance with Section 262. The Merger Agreement provides that, if any such holder will fail to perfect or otherwise will waive, withdraw or lose only have the right to appraisal under Section 262, then receive the right of such holder to be paid the fair value of such holder's Appraisal Shares will cease and such Appraisal Shares will be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, Merger Consideration as provided in the Merger AgreementOffer Price.

Principal Terms of the Merger. The Merger Agreement provides that the Merger and the transactions contemplated thereby, including the Offer and the Merger, are to be governed by Section 251(h) of the DGCL and that the Merger will be effected without a vote of TubeMogul's the Company’s stockholders. The Merger Agreement provides that the Merger will close (the "Closing") as Table of Contents soon as practicable (and, in any event, within one two business daydays) after satisfaction or, to the extent permitted by the Merger Agreement, waiver of all of the conditions to the Merger (including the condition that Purchaser shall have accepted for payment and paid for Shares validly tendered (and not withdrawn) pursuant to the Offer) (the date upon which the Closing occurs, the "Closing Date"). The Merger Agreement provides that, as soon promptly as practicable after the closing of the Merger, the parties Company will file with the Delaware Secretary of State a certificate of merger (the "“Certificate of Merger"”). The Merger Agreement provides that the Effective Time Merger will occur at become effective on such date and at such time (the “Effective Time”) as the Certificate of Merger Xxxxxx has been duly filed with the Delaware Secretary of State (or at such later time as may be agreed by the parties that is specified in the Certificate of Merger). The Merger Agreement provides that, at the Effective Time, the separate corporate existence of Purchaser will cease, and TubeMogul the Company will continue as the surviving corporation (the “Surviving Corporation”). The Merger Agreement provides that, at the Effective Time, each Share issued and outstanding immediately prior to the Effective Time will be automatically converted into the right to receive an amount equal to the Offer Price, in cash without interest thereon and subject to any required tax withholdingwithholding (the “Merger Consideration”), payable to the holder thereof in accordance with the terms and conditions of the Merger Agreement, unless: • such Share is held in by the Company as treasury of TubeMogul stock or is owned by PurchaserOracle, Adobe Parent or Purchaser or any wholly-owned subsidiary of Adobe or of TubeMogul the Company immediately prior to the Effective Time, in which case such Share will be canceled, and no payment will be made with respect thereto; or • such Share is an Appraisal a Dissenting Share (as defined below in the following paragraph). The Merger Agreement provides that Shares that are issued and outstanding immediately prior to the Effective Time that are and held by any person a stockholder who (i) is entitled to demand and has properly demands exercised appraisal rights of such Shares pursuant to, and who complies in all respects with, accordance with Section 262 and (ii) as of the Effective TimeDGCL (such Section, has neither effectively withdrawn nor lost “Section 262,” and such person's Shares, until such time as such stockholder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights to such appraisal and payment under the DGCL with respect to such Shares ("Appraisal Shares"), “Dissenting Shares”) will not be converted into or be exchangeable for the right to receive the Merger Consideration as provided in the Merger AgreementConsideration, but rather the holders of Appraisal Shares instead such holder will be entitled to be paid payment of the fair appraised value of such Appraisal Dissenting Shares in accordance with the provisions of Section 262. The Merger Agreement provides that, if any such holder will fail shall have failed to perfect or otherwise will waive, withdraw shall have effectively withdrawn or lose lost the right to appraisal under Section 262 or if a court of competent jurisdiction determines that the holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder's Appraisal Shares will cease and such Appraisal Shares will be deemed to have treated as if they had been converted as of the Effective Time into, into and to have become exchangeable solely for the right to receive, as of the Effective Time, the Merger Consideration as provided in the Merger Agreementfor each Share, without any interest thereon.

Principal Terms of the Merger. The Merger Agreement provides that the Merger and the transactions contemplated thereby, including the Offer and the Merger, are to be governed by Section 251(h) of the DGCL and that the Merger will be effected without a vote of TubeMogul's stockholders. The Merger Agreement provides that the Merger will close (the "Closing") as soon as practicable (and, in any event, within one two business daydays) after satisfaction or, to the extent permitted by the Merger Agreement, waiver of all of the conditions to the Merger (including the condition that Purchaser shall have accepted for payment and paid for Table of Contents Shares validly tendered (and not withdrawn) pursuant to the Offer) (), provided that the closing will not occur earlier than 30 days following the date upon which that a notice of short-form merger is sent to the Closing occurs, stockholders of the "Closing Date")Company. The Merger Agreement provides that, as soon promptly as practicable after the closing of the Merger, the parties Company will file with the Delaware Secretary Maryland State Department of State a certificate Assessments and Taxation (the “Maryland Department”) articles of merger (the "Certificate “Articles of Merger"”). The Merger Agreement provides that the Effective Time Merger will occur at become effective on such date and at such time (the “Effective Time”) as the Certificate Articles of Merger has been duly filed with the Delaware Secretary of State Maryland Department (or at such later time as may be agreed by the parties that is specified in the Certificate Articles of Merger). The Merger Agreement provides that, at the Effective Time, the separate corporate existence of Purchaser will cease, and TubeMogul the Company will continue as the surviving corporation (the “Surviving Corporation”). The Merger Agreement provides that, at the Effective Time, each Share issued and outstanding immediately prior to the Effective Time will be automatically converted into the right to receive an amount equal to the Offer Price, in cash without interest thereon and subject to any required tax withholdingwithholding (the “Merger Consideration”), payable to the holder thereof in accordance with the terms and conditions of the Merger Agreement, unless: • such Share is held in by the Company as treasury of TubeMogul stock or is owned by PurchaserOracle, Adobe Parent or any wholly-owned subsidiary of Adobe or of TubeMogul Purchaser immediately prior to the Effective Time, in which case such Share will be canceled, and no payment will be made with respect thereto; or • such Share is an Appraisal Share held by any subsidiary of either the Company or Oracle (as defined below in the following paragraph). The Merger Agreement provides that Shares that are issued and outstanding other than Parent or Purchaser) immediately prior to the Effective Time, in which case such Share will be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Corporation such that each such subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time that are held by any person who (i) is entitled as such subsidiary owned in the Company immediately prior to demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, Section 262 and (ii) as of the Effective Time, has neither effectively withdrawn nor lost such person's rights to such appraisal and payment under the DGCL with respect to such Shares ("Appraisal Shares"), will not be converted into the right to receive the Merger Consideration as provided in the Merger Agreement, but rather the holders of Appraisal Shares will be entitled to be paid the fair value of such Appraisal Shares in accordance with Section 262. The Merger Agreement provides that, if any such holder will fail pursuant to perfect Maryland Law, no dissenters’ or otherwise will waive, withdraw or lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder's Appraisal Shares will cease and such Appraisal Shares rights will be deemed available with respect to have been converted as the Merger or any of the Effective Time into, and to have become exchangeable solely for the right to receive, Merger Consideration as provided in other transactions contemplated by the Merger Agreement.

Principal Terms of the Merger. The Merger Agreement provides that the Merger and the transactions contemplated thereby, including the Offer and the Merger, are to be governed by Section 251(h) of the DGCL and that the Merger will be effected without a vote of TubeMogul's stockholders. The Merger Agreement provides that the Merger will close (the "Closing") as soon as practicable (and, in any event, within one business day) after satisfaction or, to the extent permitted by the Merger Agreement, waiver of all of the conditions to the Merger (including the condition that Purchaser shall have accepted for payment and paid for Shares validly tendered (and not withdrawn) pursuant to the Offer) (the date upon which the Closing occurs, the "Closing Date"). The Merger Agreement provides that, as soon as practicable after the closing following completion of the MergerOffer and subject to the terms and conditions of the Merger Agreement, the parties will file and in accordance with the Delaware Secretary of State a certificate of merger (the "Certificate of Merger"). The Merger Agreement provides that the Effective Time will occur at such date and at such time as the Certificate of Merger has been duly filed with the Delaware Secretary of State (or at such later time as may be agreed by the parties that is specified in the Certificate of Merger). The Merger Agreement provides thatDGCL, at the Effective Time, Purchaser will be merged with and into the Company, and the separate corporate existence of Purchaser will cease, and TubeMogul the Company will continue as the Surviving Corporation. The Merger will be governed by Section 251(h) of the DGCL and, assuming the conditions to the Merger have been satisfied or waived, will be effected at 8:00 a.m., Eastern Time, on the same date as the consummation of the Offer (unless otherwise agreed by the Company, Parent and Purchaser) without a vote on the adoption of the Merger Agreement provides thatby Company stockholders. The certificate of incorporation of the Surviving Corporation will be amended and restated as of the Effective Time to conform to the form previously agreed to by the parties. The bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the bylaws of Purchaser as in effect immediately prior to the Effective Time. Under the Merger Agreement, at as of immediately after the Effective Time, each Share issued and outstanding the directors of Purchaser as of immediately prior to the Effective Time will be converted into the right to receive an amount equal to the Offer Price, in cash without interest thereon and subject to any required tax withholding, payable to the holder thereof in accordance with the terms and conditions directors of the Merger Agreement, unless: • such Share is held in Surviving Corporation and the treasury officers of TubeMogul or is owned by Purchaser, Adobe or any wholly-owned subsidiary Purchaser as of Adobe or of TubeMogul immediately prior to the Effective Time, in which case such Share will be canceled, and no payment will be made with respect thereto; or • such Share is an Appraisal Share (as defined below in the following paragraph). The Merger Agreement provides that Shares that are issued and outstanding immediately prior to the Effective Time that are held by any person who (i) is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, Section 262 and (ii) as will be the officers of the Effective TimeSurviving Corporation, has neither effectively withdrawn nor lost such person's rights to such appraisal in each case until their respective successors are duly elected or appointed and payment under the DGCL with respect to such Shares ("Appraisal Shares")qualified, will not be converted into the right to receive the Merger Consideration as provided in the Merger Agreementor until their earlier death, but rather the holders of Appraisal Shares will be entitled to be paid the fair value of such Appraisal Shares resignation or removal in accordance with Section 262the organizational documents of the Surviving Corporation. The obligations of the Company, Parent and Purchaser to complete the Merger Agreement provides that, if any such holder will fail are subject to perfect or otherwise will waive, withdraw or lose the right to appraisal under Section 262, then satisfaction of the right of such holder to be paid the fair value of such holder's Appraisal Shares will cease and such Appraisal Shares will be deemed to following conditions: • there must not have been converted as issued by any court of competent jurisdiction and remain in effect any temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Effective Time intoMerger, nor shall any legal requirement or order promulgated, entered, enforced, enacted, issued or deemed applicable to the Merger, by any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction or any nature; (b) federal, state, local, municipal, foreign or other government; or (c) governmental or quasi-governmental authority of any Table of Contents nature including any governmental division, department, agency, commission, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or entity and any court, arbitrator or other tribunal (collectively, “Governmental Body”), which directly or indirectly prohibits, or makes illegal, the consummation of the Merger; and • Purchaser (or Parent on Purchaser’s behalf) must have accepted for payment all Shares validly tendered pursuant to have become exchangeable solely for the right to receive, Merger Consideration as provided Offer and not validly withdrawn. The Offer Conditions are described in Section 15 — “Conditions of the Merger AgreementOffer.”

Principal Terms of the Merger. The Merger Agreement provides that the Merger and the transactions contemplated thereby, including the Offer and the Merger, are to be governed by Section 251(h) of the DGCL and that the Merger will be effected without a vote of TubeMogul's stockholders. The Merger Agreement provides that the Merger will close (the "Closing") as soon as practicable (and, in any event, within one business day) after satisfaction or, to the extent permitted by the Merger Agreement, waiver of all of the conditions to the Merger (including the condition that Purchaser shall have accepted for payment and paid for Shares validly tendered (and not withdrawn) pursuant to the Offer) (the date upon which the Closing occurs, the "Closing Date"). The Merger Agreement provides that, as soon as practicable after the closing following completion of the MergerOffer and subject to the terms and conditions of the Merger Agreement, the parties will file and in accordance with the Delaware Secretary of State a certificate of merger (the "Certificate of Merger"). The Merger Agreement provides that the Effective Time will occur at such date and at such time as the Certificate of Merger has been duly filed with the Delaware Secretary of State (or at such later time as may be agreed by the parties that is specified in the Certificate of Merger). The Merger Agreement provides thatDGCL, at the Effective Time, Purchaser will be merged with and into the Company, and the separate corporate existence of Purchaser will cease, and TubeMogul the Company will continue as the Surviving CorporationCorporation in the Merger. The Merger Agreement provides thatwill be governed by Section 251(h) of the DGCL and, assuming the conditions to the Merger have been satisfied or waived, will be effected at the Effective 8:00 a.m., Eastern Time, each Share issued on the same date as the consummation of the Offer (unless otherwise agreed by the Company, Parent and outstanding immediately prior to Purchaser) without a vote on the adoption of the Merger Agreement by Company stockholders. The certificate of incorporation of the Surviving Corporation at the Effective Time will be converted into in the right to receive an amount equal form attached to the Offer Price, in cash without interest thereon Merger Agreement as Exhibit B. The bylaws of the Surviving Corporation shall be amended and subject restated as of the Effective Time to any required tax withholding, payable conform to the holder thereof bylaws of Purchaser as in accordance with the terms and conditions of the Merger Agreement, unless: • such Share is held in the treasury of TubeMogul or is owned by Purchaser, Adobe or any wholly-owned subsidiary of Adobe or of TubeMogul effect immediately prior to the Effective Time. The obligations of the Company, Parent and Purchaser to complete the Merger are subject to the satisfaction of the following conditions: • there must not have been issued by any court of competent jurisdiction and remain in which case such Share will be canceledeffect any judgment, and no payment will be made with respect theretotemporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger, nor shall any legal requirement or order promulgated, entered, Table of Contents enforced, enacted, issued or deemed applicable to the Merger, by any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction or any nature; (b) federal, state, local, municipal, foreign or other government; or (c) governmental or quasi-governmental authority of any nature including any governmental division, department, agency, commission, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or entity and any court, arbitrator or other tribunal (collectively, “Governmental Body”), which directly or indirectly prohibits, or makes illegal, the consummation of the Merger; and • such Share is an Appraisal Share Purchaser (as defined below in or Parent on Purchaser’s behalf) must have accepted for payment all Shares validly tendered pursuant to the following paragraph)Offer and not validly withdrawn. The Merger Agreement provides that Shares that Offer Conditions are issued and outstanding immediately prior to the Effective Time that are held by any person who (i) is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies described in all respects with, Section 262 and (ii) as 15 — “Conditions of the Effective Time, has neither effectively withdrawn nor lost such person's rights to such appraisal and payment under the DGCL with respect to such Shares ("Appraisal Shares"), will not be converted into the right to receive the Merger Consideration as provided in the Merger Agreement, but rather the holders of Appraisal Shares will be entitled to be paid the fair value of such Appraisal Shares in accordance with Section 262. The Merger Agreement provides that, if any such holder will fail to perfect or otherwise will waive, withdraw or lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder's Appraisal Shares will cease and such Appraisal Shares will be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, Merger Consideration as provided in the Merger AgreementOffer.”