AGREEMENT AND PLAN OF MERGER by and among NYSE EURONEXT AMSTERDAM MERGER SUB, LLC THE AMEX MEMBERSHIP CORPORATION AMC ACQUISITION SUB, INC. AMERICAN STOCK EXCHANGE HOLDINGS, INC. AMERICAN STOCK EXCHANGE LLC and AMERICAN STOCK EXCHANGE 2, LLC January...Agreement and Plan of Merger • January 18th, 2008 • NYSE Euronext • Security & commodity brokers, dealers, exchanges & services • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of January 17, 2008 (this “Agreement”), is by and among NYSE Euronext, a Delaware corporation (“Parent”), Amsterdam Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub”), The Amex Membership Corporation, a New York Type A not-for-profit corporation (together with the surviving corporation of the Holdings Merger, the “Company”), AMC Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“AMCAS”), American Stock Exchange Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Holdings”), American Stock Exchange LLC, a Delaware limited liability company owned 99% by the Company and 1% by AMCAS (“AMEX”), and American Stock Exchange 2, LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdings (“AMEX Merger Sub”). Parent, Merger Sub, the Company, AMEX and AMEX Merger Sub are referred to individua
