Common use of Merger    Recitals Clause in Contracts

Merger    Recitals. Merger Consideration 2.1(a)(i) Merger Shareholder 2.1(a)(i) Merger Sub Preamble NASDAQ 3.4(b) Nevada Secretary of State 1.3 Nevada Takeover Laws 3.21 Notice of Recommendation Change 5.4(c) NRS Recitals Option Payments 2.2(a) Parent Preamble Parent Material Adverse Effect 8.3(l) Parent Termination Fee 7.3(c) Paying Agent 2.3(a) Payment Fund 2.3(a) Permits 3.10 Person 8.3(m) Plan 8.3(n) INDEX OF DEFINED TERMS (Continued) Definition Location Proxy Statement 3.7 Representatives 5.4(a) Schedule 13E 3.7 SEC 3.5(a) Securities Act 3.2(a) Senior Financing Agreement 4.8(b) Shares 2.1(a)(i) Significant Subsidiary 8.3(o) Special Committee Recitals Subordinated Financing Agreement 4.8(b) Subsidiaries’ Bylaws 3.1(c) Subsidiaries’ Charters 3.1(c) Subsidiary 8.3(p) Superior Proposal 8.3(q) Surviving Corporation 1.1 Tax Returns 8.3(r) Taxes 8.3(s) Termination Date 7.1(b)(i) Voting Support Agreement 4.14 Warrant Payments 2.2(b) EXHIBIT LIST Exhibit A Amended and Restated Articles of Incorporation of the Company Exhibit B Amended and Restated Bylaws of the Company AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 19, 2011, between Tech Full Electric Company Limited, a Cayman Islands exempted company with limited liability (“Parent”), Tech Full Electric Acquisition, Inc., a Nevada corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”) and Harbin Electric, Inc., a Nevada corporation (the “Company”).

Merger    Recitals. Merger Consideration 2.1(a)(i) Merger Shareholder 2.1(a)(i1.9(a) Merger Sub Preamble NASDAQ 3.4(b) Nevada Secretary of State 1.3 Nevada Takeover Laws 3.21 Notice of Recommendation Change 5.4(c) NRS Recitals Option Payments 2.2(a1.1 Most Recent Balance Sheet 2.7 Most Recent Balance Sheet Date 2.7 Other Filings 5.1(b) Parent Preamble Parent ADRs 1.14(a) Parent ADS 1.9(a) Parent Disclosure Schedule 3 Parent Financial Statements 3.5 Parent Intellectual Property Rights 3.21(a) Parent Material Adverse Effect 8.3(l3 Parent Material Permits 3.12 Parent Ordinary Share 1.9(a) Parent Termination Fee 7.3(cPlans 5.5 Parent Policy 5.5 Parent Third Party Intellectual Property Rights 3.21(d) Paying Agent 2.3(aParent Warrant Shares 3.3(a) Payment Fund 2.3(aParent Option Shares 3.3(a) Parent Stipulated Expenses 8.13(e) Parent’s Most Recent Balance Sheet 3.8 Parent’s Most Recent Balance Sheet Date 3.8 Parties Preamble Party Preamble Permits 3.10 Person 8.3(m2.10 Proxy Statement/Prospectus 5.1(a) Plan 8.3(nRelease 2.19(e) INDEX OF DEFINED TERMS (ContinuedReporting Tail Coverage 5.10(a) Definition Location Proxy Statement 3.7 Representatives 5.4(aRepresentative 4.3(a) Schedule 13E 3.7 52 Term Section Returns 2.18(b) SEC 3.5(a) 2 Securities Act 3.2(a2.3(g) Senior Financing Agreement 4.8(bShare Capital Increase 1.14(a) Shares 2.1(a)(iShare Exchange 1.14(a) Significant Share Issuance 1.14(a) SOX 2.6(c) Sub Common Stock 1.2 Subsidiary 8.3(o) Special Committee Recitals Subordinated Financing Agreement 4.8(b) Subsidiaries’ Bylaws 3.1(c) Subsidiaries’ Charters 3.1(c) Subsidiary 8.3(p) 0 Superior Competing Proposal 8.3(q4.3(b) Surviving Corporation 1.1 1.3 Surviving Corporation Common Stock 1.9(c) Tax Returns 8.3(r) Taxes 8.3(s2.18(a) Termination Date 7.1(b)(iFee 8.13(f) Third Party 4.3(a) Third Party Intellectual Property Rights 2.20(d) Third Party Manufacturer 2.10(c) Trust Company 1.2 Voting Support Agreement 4.14 Warrant Payments 2.2(b) EXHIBIT LIST Exhibit A Amended and Restated Articles of Incorporation of the Company Exhibit B Amended and Restated Bylaws of the Company AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (this “Agreement”Agreements Recitals WARN Act 2.15(c), dated as of June 19, 2011, between Tech Full Electric Company Limited, a Cayman Islands exempted company with limited liability (“Parent”), Tech Full Electric Acquisition, Inc., a Nevada corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”) and Harbin Electric, Inc., a Nevada corporation (the “Company”).

Merger    Recitals. Merger Agreement 1.2 Merger Consideration 2.1(a)(i) Merger Shareholder 2.1(a)(i2.1(b)(ii) Merger Sub Preamble NASDAQ 3.4(bMondavi Preamble Mondavi 10-K 4.2 -iv- Defined Term Section Mondavi Articles 1.6(a) Nevada Secretary of State 1.3 Nevada Takeover Laws 3.21 Notice of Mondavi Benefit Plans 4.13(a) Mondavi Board Recommendation Change 5.4(c4.20 Mondavi Bylaws 1.6(a) NRS Mondavi Class A Common Stock Recitals Mondavi Class B Common Stock Recitals Mondavi Common Stock Recitals Mondavi Disclosure Schedule 4.4(c) Mondavi Employees 5.2(b)(ii)x Mondavi Intellectual Property Right 4.12(a)(ii) Mondavi Option Payments 2.2(a2.3(a) Parent Preamble Parent Material Adverse Effect 8.3(lMondavi Permits 4.15 Mondavi SEC Documents 4.7 (a) Parent Termination Fee 7.3(cMondavi Shareholders 1.6 (a) Mondavi Shareholders’ Meeting 1.6 (a) Mondavi Stock Unit Award 2.3 (b) Non-Transferred Employees 5.2(b) (ii) Paying Agent 2.3(a2.2 (a) Payment Fund 2.3(aPermitted Liens 4.17 Person 5.3(b) Permits 3.10 Person 8.3(m(i) Plan 8.3(n) INDEX OF DEFINED TERMS (Continued) Definition Location Proxy Statement 3.7 1.6 (b) Related Party 5.3(a) (13) Representatives 5.4(a5.3(b) Schedule 13E 3.7 SEC 3.5(a(i) Section 1300 2.1(b) (i) Securities Act 3.2(a4.4 (c) Senior Financing Agreement 4.8(b) Shares 2.1(a)(i) Significant Subsidiary 8.3(o) Special Committee Recitals Subordinated Financing Agreement 4.8(b) Subsidiaries’ Bylaws 3.1(c) Subsidiaries’ Charters 3.1(cStock Plan Termination Date 2.3 (c) Subsidiary 8.3(p8.3 Superior Proposal 5.3(b)(viii)(B) Superior Proposal 8.3(qNotice 5.3(b)(iii) Support Agreement Recitals Surviving Corporation 1.1 Surviving Corporation Common Stock 2.1(a) Tax Returns 8.3(r4.11(b) Taxes 8.3(s4.11(c) Termination Date 7.1(b)(i7.2 Termination Fee 7.6(a) Voting Support Agreement 4.14 Warrant Payments 2.2(bWaiting Period 5.3(b)(iii) EXHIBIT LIST Exhibit A Amended and Restated Articles of Incorporation of the Company Exhibit B Amended and Restated Bylaws of the Company AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”), dated ) is made and entered into as of June 19the 3rd day of November, 20112004, between Tech Full Electric Company Limited, a Cayman Islands exempted company with limited liability (“Parent”), Tech Full Electric Acquisitionby and among Constellation Brands, Inc., a Nevada Delaware corporation (“Constellation”), RMD Acquisition Corp., a California corporation and a wholly-owned Subsidiary subsidiary of Parent Constellation (“Merger Sub”) ), and Harbin Electric, Inc.The Xxxxxx Mondavi Corporation, a Nevada California corporation (the “CompanyMondavi”).

Merger    Recitals. Merger Consideration 2.1(a)(i) Merger Shareholder 2.1(a)(i3.1(a)(i) Merger Sub Preamble Merger Sub Parent Recitals NASDAQ 3.4(b9.14 No Vote Fee 8.5(d) Nevada Secretary of State 1.3 Nevada Takeover Laws 3.21 Notice of Recommendation Change 5.4(cOFAC 9.14 Open Source Scan 6.22 Open Source Software 9.14 Option Payment 3.5(a) NRS Recitals Option Payments 2.2(aOrder 9.14 Organizational Documents 4.1 Other Company Filing 6.3(b) Parent Preamble Parent Material Adverse Effect 8.3(l9.14 Parent PRSU Cash Award 3.5(c) Parent Termination Fee 7.3(cRelated Parties 8.5(h) Parent RSU Cash Award 3.5(b) Participant 9.14 Patents 9.14 Paying Agent 2.3(a3.2(a) Payment Fund 2.3(a8.5(g) Permits 3.10 Performance Restricted Stock Units 3.5(c) Permitted Liens 9.14 Person 8.3(m9.14 Personal Data 9.14 Preferred Shares 4.2(a) Preservation Plan 8.3(n4.2(a) INDEX OF DEFINED TERMS (ContinuedPreservation Plan Amendment 4.13(b) Definition Location Privacy Requirements 9.14 Proceedings 4.7 Proxy Statement 3.7 6.3(a) PRSU Payment 3.5(c) Qatalyst 4.3 Registered IP 4.16(a) Regulatory Actions 6.5(d) Related Parties 8.5(h) Defined Term Section Related Software 9.14 Release 9.14 Representatives 5.4(a6.2(a) Schedule 13E 3.7 Repurchase Transaction 6.17(b) Restricted Stock Unit 3.5(b) RSU Payment 3.5(b) Sanctioned Person 9.14 Sanctioned Territory 9.14 Sanctions and Export Controls 9.14 Xxxxxxxx-Xxxxx Act 4.5(a) SEC 3.5(a4.5(a) Securities Act 3.2(a) Senior Financing Agreement 4.8(b4.4(a) Shares 2.1(a)(i3.1(a)(i) Significant Subsidiary 8.3(o) Special Committee Recitals Subordinated Financing Agreement 4.8(b) Subsidiaries’ Bylaws 3.1(c) Subsidiaries’ Charters 3.1(cCustomer 4.18 Significant Supplier 4.18 Solvent 9.14 Staff 6.3(a) Subsidiary 8.3(p9.14 Substantial Detriment 6.5(f) Superior Proposal 8.3(q) 9.14 Surviving Corporation 1.1 Takeover Statute 4.13(a) Tax Returns 8.3(r) Taxes 8.3(s) 9.14 Tax Return 9.14 Taxable 9.14 Termination Date 7.1(b)(i8.2(a) Voting Support Agreement 4.14 Warrant Payments 2.2(bTreasury Regulations 9.14 Trustee 3.6(a) EXHIBIT LIST Exhibit A Amended and Restated Articles of Incorporation of the Company Exhibit B Amended and Restated Bylaws of the Company Uncertificated Shares 3.1(a)(i) Willful Breach 9.14 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated is entered into as of June 19November 22, 20112021, between Tech Full Electric Company Limitedby and among Vonage Holdings Corp., a Cayman Islands exempted company with limited liability Delaware corporation (the “Company”), Telefonaktiebolaget LM Ericsson (publ), an entity organized and existing under the Laws of Sweden (“Parent”), Tech Full Electric Acquisition, and Ericsson Muon Holding Inc., a Nevada Delaware corporation and a wholly-an indirect wholly owned Subsidiary of Parent (“Merger Sub”) and Harbin Electric, Inc., a Nevada corporation (the “Company”).

Merger    Recitals. Merger Consideration 2.1(a)(iNasdaq 1.8 Order 6.1(d) Merger Shareholder 2.1(a)(iPandora Warrant 5.6(b) Merger Sub Preamble NASDAQ 3.4(bParent Introduction Parent Business Personnel 2.13 Parent Bylaws 2.3 Parent Charter 1.15(b)(i) Nevada Secretary of State 1.3 Nevada Takeover Laws 3.21 Notice of Recommendation Change 5.4(cParent Common Stock Recitals Parent Letter 2.2(c) NRS Recitals Option Payments Parent Permits 2.8(a) Parent Plan 2.11(b) Parent Preferred Stock 2.2(a) Parent Preamble Parent Material Adverse Effect 8.3(lRights 2.2(a) Parent Termination Fee 7.3(cRights Agreement 2.2(a) Paying Agent 2.3(aParent SEC Documents 2.5 Parent Series A Preferred Stock 2.2(a) Payment Fund 2.3(aParent Stock Plans 2.2(a) Permits 3.10 Per Share Merger Consideration 1.5(c) Person 8.3(m1.6(a) Plan 8.3(n) INDEX OF DEFINED TERMS (Continued) Definition Location Proxy Statement 3.7 Representatives 5.4(a2.6 Registration Statement 2.3 Rule 145 Affiliates 5.4 Xxxxxxxx-Xxxxx Act 2.8(b) Schedule 13E 3.7 SEC 3.5(a2.2(b) Securities Act 3.2(a2.3 Share Issuance 2.3 State Takeover Approvals 2.4 Defined Term Section Sub Introduction Subsidiary 2.1 Substitute Option 5.6(a) Senior Financing Agreement 4.8(b) Shares 2.1(a)(i) Significant Subsidiary 8.3(o) Special Committee Recitals Subordinated Financing Agreement 4.8(b) Subsidiaries’ Bylaws 3.1(c) Subsidiaries’ Charters 3.1(c) Subsidiary 8.3(pSubstitute Warrant 5.6(b) Superior Proposal 8.3(q4.2(a) Surviving Corporation 1.1 Takeover Proposal 4.2(a) Tax Returns 8.3(rReturn 2.9 Taxes 2.9 Termination Fee 5.5(c) Taxes 8.3(sThird Party 4.2(a) Termination Date 7.1(b)(iTransmittal Letter 1.6(b) Voting Support Agreement 4.14 Warrant Payments 2.2(b) EXHIBIT LIST Exhibit A Amended and Restated Articles of Incorporation of the Company Exhibit B Amended and Restated Bylaws of the Company Worker Safety Laws 2.12 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER MERGER, dated as of August 6, 2004 (this “Agreement”), dated as of June 19, 2011, between Tech Full Electric Company Limitedamong Technology Solutions Company, a Cayman Islands exempted company with limited liability Delaware corporation (“Parent”), Tech Full Electric Acquisition, Inc.Z Acquisition Corp., a Nevada Delaware corporation and a wholly-direct wholly owned Subsidiary subsidiary of Parent (“Merger Sub”) ), and Harbin Electric, Inc.Zamba Corporation, a Nevada Delaware corporation (the “Company”) (Sub and the Company being hereinafter collectively referred to as the “Constituent Corporations”).

Merger    Recitals. Merger Consideration 2.1(a)(iShares 1.5(a) Merger Shareholder 2.1(a)(iMSK Terminated Agreement 4.15(a) Merger Sub Preamble NASDAQ 3.4(bMSK Termination Agreement 4.15(a) Nevada Secretary Non-Defaulting Party 8.13 Non-Recourse Party 8.16 Ordinary Course of State 1.3 Nevada Takeover Laws 3.21 Notice of Recommendation Change 5.4(c) NRS Business 2.4 Parent Introduction Parent Auditor 3.28 Parent Common Stock Recitals Option Payments 2.2(aParent Confidential Information 4.4(b) Parent Preamble Disclosure Schedule ARTICLE 3 Parent Financial Statements 3.8 Parent Form 10 3.6 Parent Indemnified Executives 4.6(e) Parent Insider 3.27 Parent Material Adverse Effect 8.3(l3.1 Parent Options 1.8(a) Parent Termination Fee 7.3(cPrevious Filings 3.6 Parent Reports 3.6 Parent SEC Filings 3.6 Parent Warrants 1.8(c) Paying Agent 2.3(aParties Introduction Party Introduction Payoff Letter 4.16 Post-Merger Indemnification Agreement 4.9 Pre-Merger Indemnity Agreements 4.6(e) Payment Fund 2.3(aPre-Merger Shares 3.2 Private Placement Offering Recitals Purchase Price Recitals Reasonable Best Efforts 4.1(b) Permits 3.10 Person 8.3(m) Plan 8.3(n) INDEX OF DEFINED TERMS (Continued) Definition Location Proxy Registrable Shares 4.7 Registration Statement 3.7 Representatives 5.4(a) Schedule 13E 3.7 4.7 SEC 3.5(a1.13(a) Securities Act 3.2(a1.13(a) Senior Financing Agreement 4.8(bSecurity Interest 2.4 Series 1 Preferred Stock 1.5(a) Shares 2.1(a)(iSeries 2 Preferred Stock 1.5(a) Significant Subsidiary 8.3(oSeries 3 Preferred Stock 1.5(a) Special Committee Recitals Subordinated Financing Post-Merger Indemnification Agreement 4.8(b) Subsidiaries’ Bylaws 3.1(c) Subsidiaries’ Charters 3.1(c4.19 Specified Stockholder 4.18 Specified Stockholder Agreement 4.18 Stockholder Nominated Director 4.6(g) Subsidiary 8.3(p) Superior Proposal 8.3(q) 3.5 Super 8-K 4.3 Surviving Corporation 1.1 Tax Returns 8.3(r1.14 Taxes 1.14 Transfer Agent 1.5(b) Taxes 8.3(sTransaction Documentation 3.3 Unaccredited Investor 1.5(c) Termination Date 7.1(b)(i) Voting Support Agreement 4.14 Warrant Payments 2.2(b) EXHIBIT LIST Exhibit A Amended and Restated Articles of Incorporation of the Company Exhibit B Amended and Restated Bylaws of the Company AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 19, 2011, between Tech Full Electric Company Limited, a Cayman Islands exempted company with limited liability (“Parent”), Tech Full Electric Acquisition, Inc., a Nevada corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”) and Harbin Electric, Inc., a Nevada corporation (the “Company”).ARTICLE 7