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Document Preview Agreement and Plan of Merger |
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Title: |
Agreement and Plan of Merger |
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Entities: |
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Date: |
2006 |
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Size: |
40KB total |
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Price: |
$33 |
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ID: |
#2259526 |
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Start of Preview |
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AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
By and Among
NEW YORK MERCANTILE EXCHANGE,
COMEX ACQUISITION CORP.
and
COMMODITY EXCHANGE, INC.
TABLE OF CONTENTS
| Page | ||||
| ARTICLE I | ||||
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1.1 |
Capitalized Terms | 1 | ||
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1.2 |
Conversion of Memberships, Consideration | 1 | ||
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1.3 |
Letter of Credit Cost Recovery | 1 | ||
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1.4 |
Fee Increases | 1 | ||
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1.5 |
Headquarters; Floor Reconfiguration | 1 | ||
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1.6 |
Other Benefits of COMEX Members | 2 | ||
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1.8 |
NYMEX ACCESS | 2 | ||
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1.9 |
Clearing and Trade Processing Matters | 3 | ||
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1.10 |
Certain Trading Privileges | 3 | ||
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1.11 |
Competing Contracts | 4 | ||
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1.12 |
1993 Audited Financial Statements | 4 | ||
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1.13 |
Expenses | 4 | ||
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1.14 |
Original Agreement Section 8.1(m) | 5 | ||
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1.15 |
Original Agreement Section 9.7 | 5 | ||
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1.16 |
Interest Cap | 5 | ||
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1.17 |
New COMEX By-Law Section 100 | 5 | ||
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1.18 |
New COMEX By-Law Section 103 | 6 | ||
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1.19 |
New COMEX By-Law Section 104(C) | 6 | ||
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1.20 |
New COMEX By-Law Section 105(C) | 7 | ||
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1.21 |
New COMEX By-Law Section 105 | 7 | ||
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1.22 |
New COMEX By-Law Section 157(A)(1) | 7 | ||
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1.23 |
New COMEX By-Law Section 157(A)(2) | 7 | ||
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1.24 |
New COMEX By-Law Section 157(A)(3) | 7 | ||
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1.25 |
New COMEX By-Law Section 157(A)(4) | 8 | ||
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1.26 |
New COMEX By-Law Section 157(A)(5) | 8 | ||
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1.27 |
New COMEX By-Law Section 157(A)(6) | 8 | ||
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1.28 |
New COMEX By-Law Section 157(B) | 8 | ||
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1.30 |
New COMEX By-Law Section 157(H) | 8 | ||
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1.31 |
New COMEX By-Law Section 205(A) | 8 | ||
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1.32 |
New COMEX By-Law Section 205(B) | 9 | ||
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1.33 |
New COMEX By-Law Section 205(D)(5) | 9 | ||
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1.34 |
New COMEX By-Law Section 205(H) | 9 | ||
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1.35 |
New COMEX By-Law Section 301 (A) | 9 | ||
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1.36 |
New COMEX By-Law Section 301(D) | 9 | ||
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1.37 |
New COMEX By-Law Section 400A(C) | 10 | ||
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1.38 |
New COMEX By-Law Section 858(C) | 10 | ||
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1.39 |
New COMEX By-Law Section 860(A) | 10 | ||
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1.40 |
New COMEX By-Law Section 907 | 10 | ||
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1.41 |
New COMEX By-Law Section 907A | 10 | ||
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1.42 |
New COMEX By-Law Section 911 A | 10 | ||
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1.43 |
New COMEX By-Law Section 919B | 10 | ||
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1.44 |
New COMEX By-Law Section 920 | 11 | ||
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1.45 |
New COMEX By-Law Section 921C(l) | 11 | ||
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1.46 |
New COMEX Rule 2.90 | 11 | ||
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1.47 |
NYMEX Committee Rule 3.00 | 11 | ||
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1.48 |
New COMEX Rule 7.10 | 11 |
i
| Page | ||||
| ARTICLE II | ||||
| MISCELLANEOUS | ||||
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2.1 |
Entire Amendment No. 1 | 12 | ||
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2.2 |
Titles and Subtitles | 12 | ||
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2.3 |
Remainder of Original Agreement | 12 | ||
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2.4 |
Expenses | 12 | ||
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2.5 |
Governing Law | 12 | ||
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2.6 |
Counterparts | 12 | ||
ii
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (Amendment No. 1) is made this 25th day of March, 1994 by and among NEW YORK MERCANTILE EXCHANGE, a corporation organized under the New York Not-For-Profit Corporation Law (the Buyer), COMEX ACQUISITION CORP., a corporation organized under the New York Not-For-Profit Corporation Law (NewCo), and COMMODITY EXCHANGE, INC., a corporation organized under the New York Not-For-Profit Corporation Law (the Company), and amends the Agreement and Plan of Merger dated January 28, 1994 (the Original Agreement), by and among the Buyer, NewCo, and the Company.
WHEREAS, the Buyer, NewCo and the Company desire to amend the Original Agreement and certain of the schedules thereto and;
WHEREAS, the Buyer, NewCo and the Company desire to clarify the parties intent with respect to certain provisions set forth in the Original Agreement and in the schedules thereto,
NOW, THEREFORE, pursuant to Section 9.7 of the Original Agreement and in consideration of the foregoing, the Original Agreement, including the schedules thereto, is hereby amended as set forth herein.
ARTICLE I
1.1 Capitalized Terms. Capitalized terms used herein and not defined have the meanings assigned to them in the Original Agreement except where the context otherwise requires.
1.2 Conversion of Memberships: Consideration. Section 1.8.2(d) of the Original Agreement is hereby amended by deleting therefrom the phrase Sections 2.61 and replacing it with the phrase Sections 2.60.
1.3 Letter of Credit Cost Recovery. Section 1.8.7(a) of the Original Agreement is hereby amended by inserting at the end of the sixth line thereof the phrase Section 1.8.7(f) and.
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