Exhibit 99.5 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger is made and entered into as of January 26, 2006, among AVOCENT Corporation, a Delaware corporation ("Parent"), CEDAR CALIFORNIA ACQUISITION CORP., a California corporation and...Agreement and Plan of Merger • March 31st, 2006 • Avocent Corp • Computer peripheral equipment, nec • Delaware
JOINT FILING AGREEMENT The undersigned hereby agree to the joint filing of the Schedule 13G to which this Agreement is attached. Dated: January 26, 2005 ARTISAN INVESTMENT CORPORATION for itself and as general partner of ARTISAN PARTNERS LIMITED...Joint Filing Agreement • January 26th, 2005 • Avocent Corp • Computer peripheral equipment, nec
AVOCENT CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • August 6th, 2008 • Avocent Corp • Computer peripheral equipment, nec • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2008 by and between Avocent Corporation, a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
EMPLOYMENT AND NONCOMPETITION AGREEMENTEmployment and Noncompetition Agreement • February 21st, 2008 • Avocent Corp • Computer peripheral equipment, nec • Alabama
THIS EMPLOYMENT AND NONCOMPETITION AGREEMENT (the “Agreement”) is made and entered into as of January 2, 2008, by and among Avocent Huntsville Corp., an Alabama corporation (“Employer”), Avocent Corporation, a Delaware corporation, and Kay E. Kienast (the “Employee”).
AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENTEmployment and Noncompetition Agreement • November 13th, 2000 • Avocent Corp • Computer peripheral equipment, nec • Alabama
THIS AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT (the "Agreement") is made and entered into as of October 31, 2000, by and among Avocent Employment Services Co. (formerly known as Polycon Investments, Inc.), a Texas corporation ("Employer"), Avocent Corporation, a Delaware corporation, and Stephen F. Thornton (the "Employee").
AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENTEmployment and Noncompetition Agreement • October 15th, 2009 • Avocent Corp • Computer peripheral equipment, nec • Alabama
THIS AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT (the “Agreement”) is made and entered into as of December 30, 2008, by and among Avocent Huntsville Corp., an Alabama corporation (the “Employer”), Avocent Corporation, a Delaware corporation, and Michael J. Borman (the “Employee”).
AGREEMENT AND PLAN OF MERGER dated as of October 5, 2009 among AVOCENT CORPORATION, EMERSON ELECTRIC CO. and GLOBE ACQUISITION CORPORATIONAgreement and Plan of Merger • October 7th, 2009 • Avocent Corp • Computer peripheral equipment, nec • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 5, 2009, among AVOCENT CORPORATION, a Delaware corporation (the “Company”), EMERSON ELECTRIC CO., a Missouri corporation (“Parent”), and GLOBE ACQUISITION CORPORATION, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
AMENDED AND RESTATED AMENDMENT AGREEMENTAmendment Agreement • August 9th, 2002 • Avocent Corp • Computer peripheral equipment, nec • Alabama
THIS AMENDED AND RESTATED AMENDMENT AGREEMENT (the “Amendment Agreement”) amends and restates that certain Amendment Agreement entered into as of March 4, 2002, by and among Avocent Employment Services Co. (formerly known as Polycon Investments, Inc.), a Texas corporation (“Services”), Cybex Computer Products Corporation, an Alabama corporation (“Cybex”), Avocent Corporation, a Delaware corporation (“Avocent”), and Stephen F. Thornton (“Mr. Thornton”). Services, Cybex, and Avocent are sometimes referred to as “Employer” in this Amendment Agreement.
LAW SOCIETY OF IRELAND GENERAL CONDITIONS OF SALE PARTICULARS and CONDITIONS OF SALE of Factory Premises, Shannon Free Zone, Drumgeely, Bunratty Lower, Co Clare *SALE BY PRIVATE TREATYAvocent Corp • May 9th, 2003 • Computer peripheral equipment, nec
whereby it is agreed that the Vendor shall sell and the Purchaser shall purchase in accordance with the annexed Special and General Conditions of Sale the property described in the within Particulars at the purchase price mentioned below
PLAN AND AGREEMENT OF MERGER BY AND AMONG AVOCENT CORPORATION, CYBEX COMPUTER PRODUCTS CORPORATION, CYBEX ACQUISITION CORP., 2C COMPUTING, INC. and DAVID S. BUTLER, as ESCROW REPRESENTATIVE Dated as of July 19, 2002Plan and Agreement of Merger • August 7th, 2002 • Avocent Corp • Computer peripheral equipment, nec • Alabama
This PLAN AND AGREEMENT OF MERGER (this “Agreement”), is entered into as of July 19, 2002, by and among Avocent Corporation, a Delaware corporation (“Parent”), Cybex Computer Products Corporation, an Alabama corporation (“Cybex”), Cybex Acquisition Corp., an Alabama corporation and wholly-owned subsidiary of Cybex (the “Subsidiary”), 2C Computing, Inc., an Alabama corporation (“Target”) (the Subsidiary and Target being sometimes collectively referred to herein as the “Constituent Corporations”) and David S. Butler, solely in his capacity as Escrow Representative (as defined in Section 9.1(f) hereof).
1 EXHIBIT 2.1 PLAN AND AGREEMENT OF MERGERPlan and Agreement of Merger • November 20th, 2000 • Avocent Corp • Computer peripheral equipment, nec • Florida
FOURTH AMENDMENT AND RENEWAL OF NET LEASE AGREEMENTNet Lease Agreement • November 12th, 2002 • Avocent Corp • Computer peripheral equipment, nec
This Fourth Amendment and Renewal to Net Lease Agreement (this “Amendment”) is made as of October 17, 2002 by and between Willows Redmond, L.L.C., a Washington limited liability company (“Landlord”) and Apex Inc. dba Avocent-Redmond, a Washington corporation, formerly known as Apex PC Solutions, Inc. (“Tenant”). Tenant and Opus Northwest, L.L.C. entered into that certain Net Lease Agreement dated February 24, 1998 as amended by that certain First Amendment to Net Lease Agreement dated October 12, 1998 and that certain Second Amendment to Net Lease Agreement dated February 26, 1999 and that certain Third Amendment to Net Lease Agreement dated March 23, 1999 (collectively, the “Original Lease”) demising Building D in Willows Commerce Park Phase III in the City of Redmond, County of King, State of Washington. Landlord is the current owner of the demised premises and successor in interest to Opus Northwest, L.L.C. Capitalized terms not defined herein shall have the meaning given them in th
1585 Broadway New York, New York 10036Avocent Corp • October 15th, 2009 • Computer peripheral equipment, nec
AVOCENT CORPORATION PUT OPTION AGREEMENTPut Option Agreement • September 11th, 2006 • Avocent Corp • Computer peripheral equipment, nec • Alabama
THIS PUT OPTION AGREEMENT is made and entered into this 7th day of September, 2006, by Avocent Corporation, a Delaware corporation (“Avocent”), and Zhuo “Joe” Wang (“Mr. Wang”) with respect to Avocent’s common stock, par value $0.001 per share (“Common Stock”).
AVOCENT CORPORATION INDEMNIFICATION AGREEMENTAvocent Corporation Indemnification Agreement • November 13th, 2000 • Avocent Corp • Computer peripheral equipment, nec • Delaware
This Indemnification Agreement ("Agreement") is made as of this day of , , by and between Avocent Corporation, a Delaware corporation (the "Company"), and ("Indemnitee").
FIRST AMENDMENT TO AMENDMENT AGREEMENTAgreement • March 27th, 2001 • Avocent Corp • Computer peripheral equipment, nec
This First Amendment to Amendment Agreement (the "First Agreement") is dated this day of November, 2000, and is between Apex Inc., a Washington corporation (the "Company"), and Kevin J. Hafer ("Employee"), and amends that certain Amendment Agreement by and between the Company and Employee dated March 7, 2000 (the "Amendment Agreement"). Any capitalized term used in this First Amendment without definition shall have the meaning given such term in the Amendment Agreement.
AMENDMENT TO OPTION AGREEMENTOption Agreement • March 12th, 2004 • Avocent Corp • Computer peripheral equipment, nec
THIS AMENDMENT TO OPTION AGREEMENT (the “Amendment”) is made and entered into as of this day of , 2003, by and between Avocent Corporation, a Delaware corporation (“Avocent”), and (“Optionee”).
EMERSON TO ACQUIRE AVOCENT CORPORATION Agreement Broadens Network Power’s Data Center Management CapabilitiesAvocent Corp • October 7th, 2009 • Computer peripheral equipment, nec
ST. LOUIS, MO, and HUNTSVILLE, AL; OCTOBER 6, 2009 – Emerson (NYSE: EMR) and Avocent Corporation (NASDAQ: AVCT) today announced they have reached agreement for Emerson to acquire Avocent, a transaction that will further Emerson’s ability to deliver total infrastructure management solutions to its data center customers around the world. The Avocent Board of Directors unanimously endorsed the terms of an all-cash tender offer of $25 per share, or approximately $1.2 billion. The purchase is expected to close around January 1, 2010, pending customary regulatory approvals and acceptance of the offer by Avocent stockholders holding a majority of Avocent shares.
Employment AgreementEmployment Agreement • May 12th, 2004 • Avocent Corp • Computer peripheral equipment, nec • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of April 7, 2004, by and among OSA Technologies Inc., a Delaware corporation (“New OSA” or “Employer”), Avocent Corporation, a Delaware corporation, and Mark Lee (the “Employee”).
TRANSACTION AGREEMENT among AVOCENT CORPORATION (a Delaware corporation), CRIMSON ACQUISITION CORP., (a Delaware), LANDESK GROUP LIMITED (an Irish company), and THE SHAREHOLDER REPRESENTATIVE Dated April 26, 2006Transaction Agreement • May 10th, 2006 • Avocent Corp • Computer peripheral equipment, nec • New York
This TRANSACTION AGREEMENT is dated as of April 26, 2006 (“Agreement Date”). The parties are Avocent Corporation, a Delaware corporation (“Acquiror”), Crimson Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Acquiror (“Buyer”), LANDesk Group Limited, a company incorporated in Ireland under company registered number 316974, formerly known as LANDesk Holdings Ireland Limited (the “Company”), and Vector Capital Corporation, solely in its capacity as the Shareholder Representative (as defined below).
RETIREMENT AND GENERAL RELEASE AGREEMENTRetirement and General Release Agreement • February 21st, 2008 • Avocent Corp • Computer peripheral equipment, nec • Alabama
This Retirement and General Release Agreement (the “Agreement”) is entered into this 23rd day of January, 2008, by and among Avocent Huntsville Corp. (“Employer”), Avocent Corporation, and John R. Cooper (“Mr. Cooper”) to set forth the terms and conditions of the termination of Mr. Cooper’s employment with Avocent Huntsville Corp. and its affiliates, including without limitation Avocent Corporation. Avocent Huntsville Corp. and Avocent Corporation are collectively referred to as “Employer” in this Agreement.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 6th, 2008 • Avocent Corp • Computer peripheral equipment, nec • Georgia
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of the 29th day of July, 2008, by and among AVOCENT CORPORATION, a Delaware corporation (the “Borrower”), the GUARANTORS party hereto (the “Guarantors”), the LENDERS party hereto (the “Approving Lenders”) and REGIONS BANK, as the administrative agent (the “Administrative Agent”).
CREDIT AGREEMENT dated as of June 16, 2006 among AVOCENT CORPORATION, as the Borrower, THE GUARANTORS PARTY HERETO, as the Guarantors, THE LENDERS PARTY HERETO, and REGIONS BANK, as the Administrative Agent REGIONS FINANCIAL CORPORATION Sole Lead...Credit Agreement • June 20th, 2006 • Avocent Corp • Computer peripheral equipment, nec • Georgia
CREDIT AGREEMENT dated as of June 16, 2006 by and among AVOCENT CORPORATION, a Delaware corporation, the GUARANTORS party hereto, the LENDERS party hereto and REGIONS BANK, as the Administrative Agent.
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • November 13th, 2001 • Avocent Corp • Computer peripheral equipment, nec • Washington
This Separation and General Release Agreement (the “Agreement”) is entered into by and among Avocent Corporation (“Avocent”), Apex Inc. (“Apex”), and Barry L. Harmon (“Mr. Harmon”) to set forth the terms and conditions of the termination of Mr. Harmon’s employment with Avocent and Apex. Avocent and Apex are collectively referred to as “Employer” in this Agreement.
