The Offer and the Merger. Section 1.01. The Offer 2 Section 1.02. Company Actions 5 Section 1.03. Board of Directors Prior to the Effective Time 6 Section 1.04. Top-Up Option 7 Section 1.05. The Merger 8 Section 1.06. Closing 8 Section 1.07. Effective Time 8 Section 1.08. Effects of the Merger 9 ARTICLE 2
The Offer and the Merger. Section 2.1. The Offer 12 Section 2.2. Company Actions 15 Section 2.3. Top-Up Option 16 Section 2.4. The Merger 18 Section 2.5. Closing 18 Section 2.6. Effective Time 18 Section 2.7. Articles of Incorporation and By-Laws of the Surviving Corporation 19 Section 2.8. Directors and Officers of the Surviving Corporation 19 Section 2.9. Additional Actions 19 Section 2.10. Stockholders’ Meeting 19 Section 2.11. Repayment of Company Credit Agreement Indebtedness, Etc. 21
The Offer and the Merger. 2 1.1 The Offer 2 1.2 Company Actions 5 1.3 The Merger 6 1.4 Closing and Effective Time of the Merger 7 1.5 Meeting of Stockholders to Approve the Merger 7 1.6 Merger Without Meeting of Stockholders 8 1.7 Top-Up Option 8 1.8 Directors of the Company 9
The Offer and the Merger. Section 1.1 The Offer 2 Section 1.2 Company Actions 3 Section 1.3 The Merger 4 Section 1.4 Effects of the Merger 4 Section 1.5 Closing 4 Section 1.6 Consummation of the Merger 5 Section 1.7 Organizational Documents; Directors and Officers 5 Section 1.8 Top-Up Option 5 ARTICLE 2 EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES
The Offer and the Merger. 23 2.1 The Offer 23 2.2 The Closing 27
The Offer and the Merger. 2 1.1 The Offer 2 1.2 Company Actions 6 1.3 Directors 7
The Offer and the Merger. Section 1.1 The Offer. 2 Section 1.2 Company Actions. 5 Section 1.3 Board of Directors. 7
The Offer and the Merger. Section 1.1 The Offer 2 Section 1.2 Company Actions 3 Section 1.3 Directors 4 Section 1.4 The Merger 5 Section 1.5 Closing 5 Section 1.6 Effective Time 5 Section 1.7 Effects of the Merger 6 Section 1.8 Certificate of Incorporation and Bylaws of the Surviving Corporation 6 Section 1.9 Directors of the Surviving Corporation 6 Section 1.10 Officers of the Surviving Corporation 6 ARTICLE II CONVERSION OF SHARES; EXCHANGE OF CERTIFICATES
The Offer and the Merger. (a) The Company shall not, and shall procure that Bidco and each other member of the Group will not amend, waive or vary any Offer Document or the Merger Agreement (or agree to any of the foregoing) in any respect which would:
The Offer and the Merger. Section 2.1 The Offer 11 Section 2.2 Directors 13 Section 2.3 Company Actions 15 Section 2.4 The Merger 16 Section 2.5 Effective Time 16 Section 2.6 Closing 17 Section 2.7 Certificate of Incorporation and Bylaws of the Surviving Corporation 17 Section 2.8 Directors and Officers of the Surviving Corporation 17 Section 2.9 The Top-Up Option 17 Section 2.10 Merger Without Meeting of Shareholders 19 ARTICLE III CONVERSION OF SHARES Section 3.1 Conversion of Shares 19 Section 3.2 Exchange of Certificates Representing Shares 20 Section 3.3 Stock Options and Other Equity-Based Awards 23 Section 3.4 Dissenting Shares 25 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY Section 4.1 Organization 25 Section 4.2 Capitalization 26 Section 4.3 Authorization; Validity of Agreement; Company Action 27 Section 4.4 Consents and Approvals; No Violations 28 Section 4.5 SEC Reports 29 Section 4.6 No Undisclosed Liabilities 29 Page
