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 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)(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 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 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 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 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 Waiting Period 5.3(b)(iii) This Agreement 4.14 Warrant Payments 2.2(b) EXHIBIT LIST Exhibit A Amended and Restated Articles Plan of Incorporation of the Company Exhibit B Amended and Restated Bylaws of the Company AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER 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 Definition Location Preservation Plan Amendment 4.13(b) 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) 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 AGREEMENT AND PLAN OF MERGER Uncertificated Shares 3.1(a)(i) Willful Breach 9.14 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”).