AGREEMENT AND PLAN OF MERGER BY AND AMONG AUTONOMY CORPORATION PLC, VIOLET MERGER SUB, INC. AND VIRAGE, INC. July 9, 2003Agreement and Plan of Merger • July 18th, 2003 • Virage Inc • Services-computer programming services • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 9, 2003, by and among AUTONOMY CORPORATION PLC, a corporation formed under the laws of England and Wales (“Parent”), VIOLET MERGER SUB, INC., a Delaware corporation (“Merger Sub”), and VIRAGE, INC., a Delaware corporation (the “Company”).
VOTING AGREEMENTVoting Agreement • July 18th, 2003 • Virage Inc • Services-computer programming services • Delaware
WHEREAS, pursuant to an Agreement and Plan of Merger dated as of July 9, 2003 by and among Parent, Violet Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company (such agreement as it may be amended is hereinafter referred to as the “Merger Agreement”), Parent has agreed to acquire the outstanding securities of the Company pursuant to a statutory merger of Merger Sub with and into the Company in which outstanding shares of capital stock of the Company will be converted into the right to receive the Merger Consideration (the “Transaction”);
