AGREEMENT AND PLAN OF MERGER by and among SAP AMERICA, INC. EMERSON ONE ACQUISITION CORP. and CALLIDUS SOFTWARE INC. Dated as of January 29, 2018Agreement and Plan of Merger • January 30th, 2018 • Callidus Software Inc • Services-computer programming services
This AGREEMENT AND PLAN OF MERGER, dated as of January 29, 2018 (this “Agreement”), is by and among SAP America, Inc., a Delaware corporation (“Parent”), Emerson One Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”) and Callidus Software Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.04 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
January 29, 2018Callidus Software Inc • January 30th, 2018 • Services-computer programming services
Reference is made to the Agreement and Plan of Merger by and among Callidus Software Inc. (the “Company”), SAP America, Inc. (“Parent”) and the other parties thereto, dated as of January 29, 2018 (the “Merger Agreement”). Capitalized terms used but not otherwise defined herein have the meaning set forth in the Merger Agreement.
