AGREEMENT AND PLAN OF MERGER by and among: Acer Inc., a company organized under the laws of the Republic of China; Galaxy Acquisition Corp., a Delaware corporation; and Gateway, Inc., a Delaware corporation Dated as of August 27, 2007Agreement and Plan of Merger • August 28th, 2007 • Gateway Inc • Electronic computers • Delaware
This Agreement and Plan of Merger is made and entered into as of August 27, 2007, by and among: Acer Inc., a company organized under the laws of the Republic of China (“Parent”); Galaxy Acquisition Corp., a Delaware corporation and a direct or indirect wholly owned subsidiary of Parent (“Acquisition Sub”); and Gateway, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • August 28th, 2007 • Gateway Inc • Electronic computers • Delaware
This First Amendment, dated as of August 27, 2007 (this “Amendment”), to the Rights Agreement, dated as of January 19, 2000 (the “Rights Agreement”), is made between Gateway, Inc., a Delaware corporation (the “Company”), and UMB Bank, N.A. (the “Rights Agent”). Capitalized terms not otherwise defined herein have the meanings given to such terms in the Rights Agreement.
