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Agreement and Plan of Merger

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Title:

Agreement and Plan of Merger

Entities:

Orbitz Away LLC

Date:

2007

Size:

Preview shows 74KB of 213KB total

Price:

$66

ID:

#2855942

► Plans ► Agreements ► Agreements & Plans of Merger

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AGREEMENT AND PLAN OF MERGER

by and among

TRAVELPORT INC.

WARPSPEED SUB INC.

WORLDSPAN TECHNOLOGIES INC.

CITIGROUP VENTURE CAPITAL EQUITY PARTNERS, L.P.
(in the limited capacity provided herein)

ONTARIO TEACHERS PENSION PLAN BOARD
(in the limited capacity provided herein)

and

BLACKSTONE MANAGEMENT PARTNERS V L.P.
(solely with respect to Section 5.7 and Section 5.14)

Dated as of December 7, 2006

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS		1

Section 1.1	Definitions	1
Section 1.2	Index Of Additional Defined Terms	12
ARTICLE II	THE MERGER	14
Section 2.1	The Merger	14
Section 2.2	Closing	14
Section 2.3	Effective Time	14
Section 2.4	Certificate of Incorporation; Bylaws	14
Section 2.5	Directors; Officers	15

ARTICLE III CONVERSION OF SHARES; CONSIDERATION		15

Section 3.1	Conversion of Capital Stock	15
Section 3.2	Calculation of Merger Consideration	16
Section 3.3	Payment; Escrow; Payment Procedures	19
Section 3.4	Stock Transfer Books	22
Section 3.5	Dissenting Shares	22
Section 3.6	Withholdings	22

ARTICLE IV REPRESENTATIONS AND WARRANTIES		22

Section 4.1	Representations and Warranties of the Company	22
Section 4.2	Representations and Warranties of Parent and Merger Sub	34
Section 4.3	No Other Representations or Warranties	36

ARTICLE V COVENANTS		36

Section 5.1	Conduct of the Companys Business	36
Section 5.2	Employment Matters	39
Section 5.3	Retention Payments	40
Section 5.4	Publicity	40
Section 5.5	Confidentiality	40
Section 5.6	Access to Information	41
Section 5.7	Filings and Authorizations, Including HSR Act Filing	41
Section 5.8	Director and Officer Liability; Indemnification	43
Section 5.9	Reasonable Best Efforts	44
Section 5.10	Termination of Agreements	45
Section 5.11	Tax Matters	45
Section 5.12	Parents Financing Activities	50
Section 5.13	Resignations	52
Section 5.14	Certain Transactions	52
Section 5.15	Disclosure Supplement	52
Section 5.16	Exclusive Dealing	52

Section 5.17	Solvency	53
Section 5.18	Debt	53
Section 5.19	Drag-Along Rights	53

ARTICLE VI CONDITIONS OF PURCHASE		53

Section 6.1	Conditions to Obligations of Parent	53
Section 6.2	Conditions to Obligations of the Company	54

ARTICLE VII TERMINATION		55

Section 7.1	Termination of Agreement	55
Section 7.2	Effect of Termination	57

ARTICLE VIII MISCELLANEOUS		58

Section 8.1	Assignment; Binding Effect	58
Section 8.2	Choice of Law	58
Section 8.3	Consent to Jurisdiction; Service of Process; Waiver of Jury Trial	58
Section 8.4	Survival	59
Section 8.5	Notices	59
Section 8.6	Headings	60
Section 8.7	Fees and Expenses	61
Section 8.8	Entire Agreement	61
Section 8.9	Interpretation	61
Section 8.10	Disclosure	61
Section 8.11	Waiver and Amendment	61
Section 8.12	Third-Party Beneficiaries	62
Section 8.13	Enforcement	62
Section 8.14	Severability	62
Section 8.15	No Consequential Damages	62
Section 8.16	Counterparts; Facsimile Signatures	63
Section 8.17	Remedies	63
Section 8.18	No Right of Setoff	63



Exhibit A Selling Stockholders Agreement
Exhibit B Form of Certificate of Incorporation
Exhibit C Form of Bylaws
Exhibit D Form of Escrow Agreemen

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (the Agreement) is made and entered into and effective as of the 7th day of December, 2006, by and among Travelport Inc., a Delaware corporation (Parent), Warpspeed Sub Inc., a Delaware corporation wholly owned by Parent (Merger Sub), Worldspan Technologies Inc., a Delaware corporation (the Company), Citigroup Venture Capital Equity Partners, L.P., a Delaware limited partnership (CVC) and Ontario Teachers Pension Plan Board, a corporation without share capital organized under the laws of Ontario (OTPP) solely in their capacities as the Stockholder Representatives hereunder and solely with respect to Sections 3.2, 3.3, 3.5, 5.6, 5.7, 5.10, 5.11, 5.13, 5.19 and Article VIII hereof, and Blackstone Management Partners V L.P., a Delaware limited partnership (Blackstone) solely with respect to Sections 5.7 and 5.14 hereof.

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