Preview | Agreement and Plan of Merger |

Document Preview

Agreement and Plan of Merger

Click "Add to Cart" button to purchase document.
Documents are emailed immediately after purchase.
You can also browse documents by title, category, or company... or click here for help finding documents.

Title:

Agreement and Plan of Merger

Entities:

Google, Inc.; U.S. Bank, NA; Gibson, Dunn & Crutcher; Reed Smith; Wilson Sonsini Goodrich & Rosati

Date:

2006

Size:

Preview shows 50KB of 337KB total

Price:

$94

ID:

#1724396

► Plans ► Agreements ► Agreements & Plans of Merger
► Financial
► Technology
► Services ► Legal

Start of Preview

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

GOOGLE INC.

ENUMCLAW, INC.

DMARC BROADCASTING, INC.

AND, WITH RESPECT TO ARTICLES VIII, IX AND X ONLY,

H. RICHARD DALLAS

AS STOCKHOLDER REPRESENTATIVE

AND

U.S. BANK, NATIONAL ASSOCIATION

AS ESCROW AGENT

Dated as of January 16, 2006

TABLE OF CONTENTS


		Page

ARTICLE I THE MERGER		1

1.1	The Merger	1
1.2	Effective Time	2
1.3	Effect of the Merger	2
1.4	Certificate of Incorporation and Bylaws	2
1.5	Directors and Officers	2
1.6	Effect of Merger on the Capital Stock of the Constituent Corporations	3
1.7	Dissenting Shares	7
1.8	Surrender of Certificates	8
1.9	No Further Ownership Rights in Company Capital Stock	10
1.10	Lost, Stolen or Destroyed Certificates	10
1.11	Taking of Necessary Action; Further Action	10

ARTICLE II CONTINGENT CONSIDERATION PROVISIONS		10

2.1	General Provisions	10
2.2	Definitions Applicable to this Article II	12
2.3	Contingent Payments	18
2.4	Reports and Payment	19
2.5	Stockholder Representative Review	21
2.6	Disagreements	21
2.7	Exclusion of Excludable Contracts	23
2.8	Support and Control	26
2.9	No Guarantee of Employment	27
2.10	No Other Representations, Warranties or Commitments	27
2.11	Certain Transactions	27

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY		27

3.1	Organization of the Company	28
3.2	Company Capital Structure	28
3.3	Subsidiaries	30
3.4	Authority	30
3.5	No Conflict	31
3.6	Consents	31
3.7	Company Financial Statements	32
3.8	No Undisclosed Liabilities	32
3.9	No Changes	32
3.10	Accounts Receivable	34
3.11	Tax Matters	34
3.12	Restrictions on Business Activities	36
3.13	Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment	37
3.14	Intellectual Property	37
3.15	Agreements, Contracts and Commitments	43
3.16	Interested Party Transactions	45
3.17	Company Authorizations	46
3.18	Litigation	46
3.19	Minute Books	46

-i-

TABLE OF CONTENTS

(continued)


		Page

3.20	Environmental Matters	46
3.21	Brokers and Finders Fees	47
3.22	Employee Benefit Plans and Compensation	47
3.23	Insurance	52
3.24	Compliance with Laws	52
3.25	Export Control Laws	52
3.26	Customers and Suppliers	52
3.27	Complete Copies of Materials	53

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB		53

4.1	Organization	54
4.2	Authority	54
4.3	No Conflict	54
4.4	Consents	54
4.5	Litigation	54

ARTICLE V CONDUCT PRIOR TO THE EFFECTIVE TIME		54

5.1	Conduct of Business of the Company and the Subsidiaries	54
5.2	No Solicitation	57
5.3	Procedures for Requesting Parent Consent	58

ARTICLE VI ADDITIONAL AGREEMENTS		59

6.1	Company Stockholder Approval	59
6.2	Access to Information	59
6.3	Confidentiality	60
6.4	Public Disclosure	60
6.5	Reasonable Efforts	60
6.6	Notification of Certain Matters	60
6.7	Additional Documents and Further Assurances	61
6.8	Conversion of Preferred Stock	61
6.9	Treatment of Company Warrants	61
6.10	Amendment to Plans	61
6.11	Consents	61
6.12	Terminated Agreements	61
6.13	Modified Agreements	62
6.14	Notices	62
6.15	Proprietary Information and Inventions Assignment Agreement	62
6.16	New Employment Arrangements	62
6.17	Agreements and Documents Delivered at Signing	62
6.18	Non-Competition Agreements	62
6.19	Resignation of Officers and Directors	63
6.20	Releases of Officers	63
6.21	Termination of 401(k) Plan	63
6.22	Expenses	63
6.23	Spreadsheet	63
6.24	Release of Liens	64
6.25	FIRPTA Compliance	64
6.26	Director and Officer Liability and Indemnification	64

-ii-

TABLE OF CONTENTS

(continued)


		Page

ARTICLE VII CONDITIONS TO THE MERGER		65

7.1	Conditions to Obligations of Each Party to Effect the Merger	65
7.2	Conditions to Obligations of Parent and Sub	65
7.3	Conditions to Obligations of the Company	68

ARTICLE VIII SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ESCROW		69

8.1	Survival of Representations and Warranties	69
8.2	Indemnification	70
8.3	Maximum Payments; Remedy	71
8.4	Claims for Indemnification; Resolution of Conflicts	72
8.5	Setoff for Losses	74
8.6	Escrow Arrangements	75
8.7	Third-Party Claims	78
8.8	Stockholder Representative	78

ARTICLE IX TERMINATION, AMENDMENT AND WAIVER		79

9.1	Termination	79
9.2	Effect of Termination	80

End of Preview

Home Intelligence Services Subscriptions News About Us