SOURCE: XO Holdings, Inc. And ACF Industries Holding Corp. XO Holdings and Subsidiary of ACF Industries Holding Corp. Announce Merger (July 12th, 2011)
HERNDON, VA--(Marketwire - July 12, 2011) (OTCBB: XOHO) - XO Holdings, Inc. ("XO Holdings" or the "Company") and ACF Industries Holding Corp., a Delaware corporation ("ACF") today announced that they have signed an Agreement and Plan of Merger, dated as of July 11, 2011 (the "Merger Agreement") among the Company, ACF, Arnos Corp., a Delaware corporation ("Arnos"), Arnos Sub Corp., a Delaware corporation ("Arnos Sub"), High River Limited Partnership, a Delaware limited partnership ("High River"), Barberry Corp., a Delaware corporation ("Barberry", and together with, ACF, Arnos, Arnos Sub and High River, collectively, the "Parent Group"), and XO Merger Corp., a Delaware corporation and a direct wholly-owned subsidiary of Parent Group ("Merger Sub"). Each member of Parent Group and Merger Sub are affiliates of Carl C. Icahn, the Chairman of the Company's Board of Directors and beneficial owner of approximately 91.76% of the combined voting power of the Company's outstanding shares of cap
In the Court of Chancery of the State of Delaware (May 12th, 2008)
The undersigned parties (the Parties) to the above-captioned actions (collectively, the Actions), by and through their undersigned attorneys, Gibson, Dunn & Crutcher LLP and Potter Anderson & Corroon LLP (on behalf of R2 Investments, LDC (R2)), Akin Gump Strauss Hauer & Feld LLP and Richards Layton & Finger, P.A. (on behalf of Allegiance Telecom Liquidating Trust (Allegiance)), Abbey Spanier Rodd Abrams & Paradis, LLP and Rosenthal Monhait & Goddess, P.A. (on behalf of Donald J. Hillenmeyer, Jr. (Hillenmeyer)), Morris, Nichols, Arsht & Tunnell, LLP (on behalf of Carl Grivner), Berg & Androphy and Bouchard, Margules & Friedlander, P.A. (on behalf of Adam Dell, Fredrik Gradin and Robert Knauss), Ashby & Geddes (on behalf of Cardiff Holdings LLC (Cardiff), Elk Associates LLC (Elk), Carl C. Icahn, Vincent J. Intrieri, Jon F. Weber, and Keith Meister), and Morris James LLP (on behalf of XO Holdings, Inc. (formerly known as XO Communications, Inc.) (XO or the
Indemnification Agreement (November 9th, 2004)
This Indemnification Agreement, dated and effective as of November 1, 2004 (this Agreement), is by and between XO Communications, Inc., a Delaware corporation (the Company), Starfire Holdings Corporation (a Delaware corporation and an affiliate of the Company (Starfire) and Fredrik Gradin (the Indemnitee).