STANDSTILL AGREEMENTStandstill Agreement • March 5th, 2004 • Ask Jeeves Inc • Services-business services, nec • Delaware
This STANDSTILL AGREEMENT (this “Agreement”) is made and entered into this 3rd day of March 2004 by and between Ask Jeeves, Inc., a Delaware corporation (the “Company”) and (the “Stockholder”).
STOCK RESALE AGREEMENTStock Resale Agreement • March 5th, 2004 • Ask Jeeves Inc • Services-business services, nec • Delaware
WHEREAS, pursuant to an Agreement and Plan of Reorganization dated as of March 3, 2004 (the “Merger Agreement”) by and among the Company, Aqua Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), Aqua Acquisition Holdings LLC, a single member Delaware limited liability company (“Surviving Company”) and wholly owned subsidiary of the Company, and Interactive Search Holdings, Inc., a Delaware corporation (“Target”), Merger Sub is merging (the “Step One Merger”) with and into Target, with Target as the interim surviving corporation (the “Interim Surviving Corporation”), and immediately thereafter and as part of the same plan, the Interim Surviving Corporation will be merged with and into the Surviving Company (the “Step Two Merger,” and together with the Step One Merger, the “Mergers”); and
STOCKHOLDER AGREEMENTStockholder Agreement • March 5th, 2004 • Ask Jeeves Inc • Services-business services, nec • Delaware
This STOCKHOLDER AGREEMENT (the “Agreement”) is made and entered into as of March 3, 2004, between Ask Jeeves, Inc., a Delaware corporation (“Acquiror”), and the undersigned stockholder (“Holder”) of Interactive Search Holdings, Inc., a Delaware corporation (“Target”).
NON-COMPETITION AGREEMENTNon-Competition Agreement • March 5th, 2004 • Ask Jeeves Inc • Services-business services, nec • New York
THIS NONCOMPETITION AGREEMENT (this “Agreement”), dated as of March 3, 2004, is entered into by and among Ask Jeeves, Inc., a Delaware corporation (“Acquiror”), and , the undersigned individual stockholder (“Holder”) of Interactive Search Holdings, Inc., a Delaware corporation (“Holder”).
AGREEMENT AND PLAN OF REORGANIZATION by and among: ASK JEEVES, INC., a Delaware corporation; AQUA ACQUISITION CORP., a Delaware corporation; AQUA ACQUISITION HOLDINGS LLC, a Delaware limited liability company; and INTERACTIVE SEARCH HOLDINGS, INC., a...Defined Term Section • March 5th, 2004 • Ask Jeeves Inc • Services-business services, nec • Delaware
This Agreement and Plan of Reorganization (the “Agreement”) is made and entered into as of March 3, 2004, by and among Ask Jeeves, Inc., a Delaware corporation (“Acquiror”), Interactive Search Holdings, Inc., a Delaware corporation (“Target”), Aqua Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Acquiror (“Merger Sub”), and Aqua Acquisition Holdings LLC, a single member Delaware limited liability company wholly owned by Acquiror (the “LLC”).
