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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: |
Copper Mountain Networks Inc.; Motorola, Inc.; Silicon Valley Bank; Tektronix, Inc.; Tut Systems, Inc. |
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Date: |
2006 |
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Size: |
Preview shows 42KB of 275KB total |
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Price: |
$54 |
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ID: |
#2679080 |
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Start of Preview |
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EXECUTION VERSION
AGREEMENT AND PLAN OF MERGER
Among
MOTOROLA, INC.,
MOTOROLA GTG SUBSIDIARY V CORP.
and
TUT SYSTEMS, INC.
Dated as of December 20, 2006
TABLE OF CONTENTS
(continued)
| Page | ||||
| Article I | THE MERGER | 1 | ||
| 1.1 | The Merger | 1 | ||
| 1.2 | Effective Time; Closing | 2 | ||
| 1.3 | Effect of the Merger | 2 | ||
| Article II | CERTIFICATE OF INCORPORATION AND BY-LAWS OF THE SURVIVING CORPORATION | 2 | ||
| 2.1 | The Certificate of Incorporation | 2 | ||
| 2.2 | The By-Laws | 2 | ||
| Article III | OFFICERS AND DIRECTORS OF THE SURVIVING CORPORATION | 2 | ||
| 3.1 | Directors | 2 | ||
| 3.2 | Officers | 3 | ||
| Article IV | CONVERSION OF SECURITIES | 3 | ||
| 4.1 | Conversion of Capital Stock | 3 | ||
| 4.2 | Exchange of Certificates | 3 | ||
| 4.3 | Company Options and Warrants | 5 | ||
| 4.4 | Employee Stock Purchase Plan | 6 | ||
| 4.5 | Restricted Stock | 7 | ||
| 4.6 | Actions by the Company | 7 | ||
| 4.7 | Dissenting Shares | 7 | ||
| Article V | REPRESENTATIONS AND WARRANTIES OF THE COMPANY | 8 | ||
| 5.1 | Organization and Qualification; Subsidiaries | 8 | ||
| 5.2 | Capital Structure. | 10 | ||
| 5.3 | Corporate Authority; Approval and Fairness | 12 | ||
| 5.4 | Governmental Filings; No Violations; Certain Contracts, Etc | 12 | ||
| 5.5 | Contracts | 13 | ||
| 5.6 | SEC Filings; Financial Statements; Information Provided | 16 | ||
| 5.7 | Absence of Certain Changes | 18 | ||
| 5.8 | Litigation and Liabilities | 19 | ||
| 5.9 | Employee Benefits | 19 | ||
| 5.10 | Compliance with Laws; Permits | 22 | ||
| 5.11 | Environmental Matters | 23 | ||
| 5.12 | Taxes | 24 | ||
| 5.13 | Employees; Independent Contractors. | 24 | ||
ii
TABLE OF CONTENTS
(continued)
| Page | ||||
| 5.14 | Insurance | 26 | ||
| 5.15 | Intellectual Property | 26 | ||
| 5.16 | Owned and Leased Properties | 32 | ||
| 5.17 | Government Contracts | 33 | ||
| 5.18 | Import and Export Control Laws | 34 | ||
| 5.19 | Foreign Corrupt Practices Act | 35 | ||
| 5.20 | Consent Decrees | 35 | ||
| 5.21 | Product Liability and Recalls | 35 | ||
| 5.22 | Takeover Statutes | 36 | ||
| 5.23 | Change of Control | 36 | ||
| 5.24 | Vote Required | 36 | ||
| 5.25 | Brokers and Finders | 36 | ||
| Article VI | REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB | 36 | ||
| 6.1 | Organization, Good Standing and Qualification | 36 | ||
| 6.2 | Authority; No Conflict; Required Filings and Consents | 37 | ||
| 6.3 | Information Provided | 38 | ||
| 6.4 | Operations of Merger Sub | 38 | ||
| 6.5 | Financing | 38 | ||
| Article VII | COVENANTS | 38 | ||
| 7.1 | Interim Operations | 38 | ||
| 7.2 | No Solicitation | 41 | ||
| 7.3 | Proxy Statement | 44 | ||
| 7.4 | Listing | 44 | ||
| 7.5 | Company Meeting | 44 | ||
| 7.6 | Filings; Other Actions; Notification | 45 | ||
| 7.7 | Access | 47 | ||
| 7.8 | Notice of Certain Matters | 47 | ||
| 7.9 | De-listing | 48 | ||
| 7.10 | Publicity | 48 | ||
| 7.11 | Company and Parent Benefit Plans. | 48 | ||
| 7.12 | Loans to Company Employees, Officers and Directors | 48 | ||
| 7.13 | Indemnification; Directors and Officers Insurance | 48 | ||
iii
TABLE OF CONTENTS
(continued)
| Page | ||||
| 7.14 | Takeover Statute | 50 | ||
| 7.15 | Section 16 Matters | 50 | ||
| 7.16 | 2006 Convertible Notes | 50 | ||
| Article VIII | CONDITIONS | 50 | ||
| 8.1 | Conditions to Each Partys Obligation to Effect the Merger | 50 | ||
| 8.2 | Conditions to Obligations of Parent and Merger Sub | 50 | ||
| 8.3 | Conditions to Obligation of the Company | 52 | ||
| Article IX | TERMINATION | 53 | ||
| 9.1 | Termination by Mutual Consent | 53 | ||
| 9.2 | Termination by Either Parent or the Company | 53 | ||
| 9.3 | Termination by the Company | 54 | ||
| 9.4 | Termination by Parent | 54 | ||
| 9.5 | Effect of Termination and Abandonment | 55 | ||
| Article X | MISCELLANEOUS AND GENERAL | 56 | ||
| 10.1 | Survival | 56 | ||
| 10.2 | Modification or Amendment | 57 | ||
| 10.3 | Waiver of Conditions | 57 | ||
| 10.4 | Counterparts | 57 | ||
| 10.5 | GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL | 57 | ||
| 10.6 | Notices | 58 | ||
| 10.7 | Entire Agreement | 59 | ||
| 10.8 | No Third Party Beneficiaries | 59 | ||
| 10.9 | Obligations of Parent and of the Company | 59 | ||
| 10.10 | Definitions | 59 | ||
| 10.11 | Severability | 59 | ||
| 10.12 | Interpretation; Construction | 59 | ||
| 10.13 | Assignment | 60 | ||
| 10.14 | Expenses | 60 | ||
iv
DEFINED TERMS
| Term | Section | |
|
1992 Stock Plan |
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End of Preview |
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