Offer Price Recitals. Offer to Purchase 1.1(b) Old Plans 5.4(d) Option Consideration 2.3(a) Orders 8.1(qq) Owned Intellectual Property 8.1(rr) Parent Preamble Parent Assets 4.5 Parent Disclosure Letter Article IV Parent Material Adverse Effect 8.1(ss) Parent Related Parties 7.6(d) Parent Termination Fee 7.6(b) Paying Agent 2.2(a) Payment Fund 2.2(b) Payoff Amount 5.10(d) (a) Permitted Lien 8.1(tt) Person 8.1(uu) Preferred Stock 3.8(a) Premium Cap 5.5(c) Prohibited Modifications 5.10(b) Regulatory Condition 5.7(c) Related Documents 8.10 Representatives 8.1(vv) Required Amount 4.7(b) Required Information 8.1(ww) Rights 8.1(xx) Sanctioned Country 8.1(yy) Sanctioned Person 8.1(zz) Sanctions and Export Control Laws 8.1(aaa) Schedule 14D-9 1.2(a) Schedule TO 1.1(j) SEC 1.1(j) Securities Act 3.9 Senior Notes 8.1(bbb) Senior Notes Documents 5.16(a) Solvent 8.1(ccc) Specified OSS License 8.1(ddd) Stockholder List Date 1.2(b) Subsidiary 8.1(eee) Superior Proposal 8.1(fff) Surviving Corporation 1.3 Takeover Law 3.25(b) Takeover Proposal 8.1(ggg) Tax Returns 8.1(hhh) Taxes 8.1(iii) Tender Offer 5.16(a) Termination Date 7.2(a) Trade Controls 3.15(a) Transaction Litigation 5.16 Transactions Recitals Trustee 8.1(jjj) USRPHC 3.19(k) Vacation/PTO Policy 5.4(e) VDR 3.29(a) Willful and Intentional Breach 8.1(kkk) AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER, dated as of April 7, 2022 (this “Agreement”), by and among Central Parent LLC, a Delaware limited liability company (“Parent”), Central Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and CDK Global, Inc., a Delaware corporation (the “Company”).
Appears in 1 contract
Samples: Merger Agreement (CDK Global, Inc.)
Offer Price Recitals. Offer to Purchase 1.2 Off-the-Shelf Software 9.3(z) Order 8.1(b)(ii) Ordinary Course of Business 9.3(aa) Outside Date 1.1(b) Old Plans 5.4(d) Option Consideration 2.3(a) Orders 8.1(qq) Owned Company Intellectual Property 8.1(rr9.3(bb) Parent Preamble Parent Assets 4.5 Parent Disclosure Letter Article IV V Parent Material Adverse Effect 8.1(ss5.1 Participant 4.12(g) Parent Related Parties 7.6(d) Parent Termination Fee 7.6(bPatents 9.3(cc) Paying Agent 2.2(a3.3(a) Payment Fund 2.2(b3.3(a) Payoff Amount 5.10(d)
(aPEO 9.3(dd) PEO Plan 9.3(ee) Permits 4.11 Permitted Lien 8.1(ttLiens 9.3(ff) Person 8.1(uu9.3(gg) Preferred Stock 3.8(aPersonal Information 9.3(hh) Premium Cap 5.5(cPrivacy Laws 9.3(ii) Prohibited Modifications 5.10(b) Regulatory Condition 5.7(cProducts 9.3(jj) Related Documents 8.10 Party 4.23 Release 4.14(b)(iv) Representatives 8.1(vv6.2(a) Required Amount 4.7(b) Required Information 8.1(ww) Rights 8.1(xxReview Board 9.3(kk) Sanctioned Country 8.1(yy9.3(ll) Sanctioned Person 8.1(zz9.3(mm) Definition Location Sanctions and Export Control Laws 8.1(aaa9.3(nn) Xxxxxxxx-Xxxxx Act 4.6(a) Schedule 14D-9 1.2(a1.3(b) Schedule TO 1.1(j) 1.2 SEC 1.1(j1.1(b) Securities Act 3.9 Senior Notes 8.1(bbb4.5(b) Senior Notes Documents 5.16(aSecurity Incident 4.26(d) Solvent 8.1(cccService Provider 9.3(oo) Specified OSS License 8.1(dddShares 9.3(pp) Stockholder List Date 1.2(b1.3(c) Subsidiary 8.1(eee9.3(qq) Superior Proposal 8.1(fff6.2(k)(ii) Support Agreement Recitals Surviving Corporation 1.3 2.1 Takeover Law 3.25(b) Takeover Proposal 8.1(ggg) Laws 4.20 Tax Returns 8.1(hhhReturn 9.3(rr) Taxes 8.1(iii) Tender Offer 5.16(a9.3(ss) Termination Date 7.2(aFee 8.3(b) Top Suppliers 4.24 Trade Controls 3.15(a9.3(tt) Transaction Litigation 5.16 Transactions Recitals Trustee 8.1(jjjTrademarks 9.3(uu) USRPHC 3.19(k) Vacation/PTO Policy 5.4(e) VDR 3.29(aWARN Act 4.13(e) Willful and Intentional Breach 8.1(kkk9.3(vv) AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER, dated as of April 7, 2022 (this “Agreement”), dated as of November 19, 2022, by and among Central Parent Merck Sharp & Dohme LLC, a Delaware New Jersey limited liability company (“Parent”), Central M-Inspire Merger Sub Sub, Inc., a Delaware corporation and a wholly-owned subsidiary Subsidiary of Parent (“Merger Sub”), and CDK GlobalImago BioSciences, Inc., a Delaware corporation (the “Company”).
Appears in 1 contract
Offer Price Recitals. Offer to Purchase 1.1(b) Old Plans 5.4(dRecommendation Section 1.3(a) Option Consideration 2.3(a) Orders 8.1(qq) Owned Intellectual Property 8.1(rr) Section 2.6 Parent Preamble Parent Assets 4.5 Parent Disclosure Letter Article IV Parent Material Adverse Effect 8.1(ss) Parent Related Parties 7.6(d) Parent Termination Fee 7.6(b) Introductory Paragraph Parent’s Expenses Exhibit A Paying Agent 2.2(aSection 2.8(a) Payment Fund 2.2(b) Payoff Amount 5.10(d)
(aPension Plans Section 3.13(d) Permitted Lien 8.1(ttEncumbrances Exhibit A Person Exhibit A Preferred Shares Section 3.3(a) Person 8.1(uuReal Property Leases Section 3.7(c) Preferred Stock 3.8(aRegistered IP Section 3.6(a) Premium Cap 5.5(cRepresentatives Section 5.2(a) Prohibited Modifications 5.10(bRestricted Company Shares Exhibit A River Section 5.11(c) Regulatory Condition 5.7(cRiver Closing Date Section 5.11(a) Related Documents 8.10 Representatives 8.1(vvRiver Expenses Section 5.11(c) Required Amount 4.7(bRiver Fee Section 7.2(a)(i) Required Information 8.1(wwRiver Offer Section 5.11(a) Rights 8.1(xxRiver Shares Section 5.11(a) Sanctioned Country 8.1(yy) Sanctioned Person 8.1(zz) Sanctions and Export Control Laws 8.1(aaaRiver Transaction Section 5.11(a) Schedule 14D-9 1.2(a) Schedule TO 1.1(jSection 1.3(b) SEC 1.1(j) Exhibit A Securities Act 3.9 Senior Notes 8.1(bbbExhibit A Series B Preferred Section 3.3(a) Senior Notes Documents 5.16(aShare Purchase Contract Section 5.11(a) Solvent 8.1(ccc) Specified OSS License 8.1(ddd) Stockholder List Date 1.2(bSoftware Exhibit A Subsequent Offering Period Section 1.1(e) Subsidiary 8.1(eee) Exhibit A Superior Proposal 8.1(fff) Exhibit A Surviving Corporation 1.3 Takeover Law 3.25(b) Section 2.1 Takeover Proposal 8.1(gggExhibit A Tender and Support Agreement Recitals Termination Amount Section 7.4(a) Tax Returns 8.1(hhhThird Party Exhibit A Third Party Bidder Section 7.2(b)(ii) Taxes 8.1(iiiTop-Up Closing Section 1.6(c) Tender Offer 5.16(aTop-Up Notice Section 1.6(c) Termination Top-Up Option Section 1.6(a) Top-Up Option Company Shares Section 1.6(a) Transfer Notice Section 5.11(a) Walk Away Date 7.2(a) Trade Controls 3.15(a) Transaction Litigation 5.16 Transactions Recitals Trustee 8.1(jjj) USRPHC 3.19(k) Vacation/PTO Policy 5.4(e) VDR 3.29(a) Willful Exhibit A This Agreement and Intentional Breach 8.1(kkk) AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER, dated Plan of Merger is made and entered into as of April 7August 27, 2022 (this “Agreement”)2007, by and among Central Parent LLCamong: Acer Inc., a Delaware limited liability company organized under the laws of the Republic of China (“Parent”), Central Merger Sub Inc.; Galaxy Acquisition Corp., a Delaware corporation and a wholly-direct or indirect wholly owned subsidiary of Parent (“Merger Acquisition Sub”), ; and CDK GlobalGateway, Inc., a Delaware corporation (the “Company”).. Certain capitalized terms used in this Agreement are defined in Exhibit A.
Appears in 1 contract
Samples: Merger Agreement (Gateway Inc)
Offer Price Recitals. Offer to Purchase 1.1(b) Old Plans 5.4(dOption Exercise Period 2.9(a)(i) Out of the Money Company Stock Option Consideration 2.3(a2.9(a)(iii) Orders 8.1(qqOutbound IP Agreement 3.13(a)(viii) Owned Intellectual Property 8.1(rrOutside Date 7.1(b)(i) Parent Preamble Parent Assets 4.5 Parent Disclosure Letter Article IV Parent Material Adverse Effect 8.1(ss) 8.5 Parent Related Parties 7.6(d) Parent Termination Fee 7.6(bPlan 5.6(c) Paying Agent 2.2(a2.10(a) Payment Fund 2.2(b2.10(a) Payoff Amount 5.10(d)
(aPer Share Value Paid 8.5 Permits 3.10(b) Permitted Lien 8.1(tt) 8.5 Person 8.1(uu) 8.5 Preferred Stock 3.8(a3.4(a) Premium Cap 5.5(cPurchaser Preamble Real Property Leases 3.14(b) Prohibited Modifications 5.10(b) Regulatory Condition 5.7(c) Related Documents 8.10 Representatives 8.1(vv) Required Amount 4.7(b) Required Information 8.1(ww) 8.5 Rights 8.1(xx) Sanctioned Country 8.1(yy) Sanctioned Person 8.1(zz) Sanctions and Export Control Laws 8.1(aaa) Agent Recitals RSU 8.5 Schedule 14D-9 1.2(a) Schedule TO 1.1(j1.1(e) SEC 1.1(j3.6(a) Securities Act 3.9 Senior Notes 8.1(bbb3.3(b) Senior Notes Documents 5.16(a) Solvent 8.1(ccc) Specified OSS License 8.1(ddd) Shares Recitals Stockholder List Date 1.2(b) Stockholder Litigation 8.5 Studies 3.20(b) Subsidiary 8.1(eee8.5 Subsidizing Entity 3.15(e) Superior Proposal 8.1(fff5.2(e)(iii) Surviving Corporation 1.3 2.1 Takeover Law 3.25(b) Takeover Proposal 8.1(ggg) Laws 3.16 Tax Returns 8.1(hhh3.12(l) Taxes 8.1(iii3.12(l) Tender Offer 5.16(a) and Support Agreements Recitals Term Loan Facility 8.5 Term Loan Facility Termination Date 7.2(a) Trade Controls 3.15(a) 5.13 Termination Condition Annex I Threshold Amount 5.18 Transaction Litigation 5.16 Transactions Recitals Trustee 8.1(jjj) USRPHC 3.19(k) Vacation/PTO Policy 5.4(e) VDR 3.29(aExpenses 8.5 Warrant Exercise Period 2.9(b)(i) Willful and Intentional Breach 8.1(kkk) 8.5 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER, dated as of April 7, 2022 (this “Agreement”), by and dated as of November 1, 2017, among Central Parent MAK LLC, a Delaware limited liability company (“Parent”), Central Merger Sub Inc.MEH Acquisition Co., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger SubPurchaser”), and CDK GlobalOcera Therapeutics, Inc., a Delaware corporation (the “Company”), and, solely for purposes of Section 8.16, Mallinckrodt plc, an Irish public limited company (“Guarantor”).
Appears in 1 contract
Offer Price Recitals. Offer Termination 1.1(b) Offer to Purchase 1.1(b) 1.2 Old Plans 5.4(d) Option Consideration 2.3(a) Orders 8.1(qq6.15(b) Owned Intellectual Real Property 8.1(rr4.18(a) Parent Preamble Parent Assets 4.5 Parent Disclosure Letter Article IV Parent Material Adverse Effect 8.1(ss) 5.1 Parent Related Parties 7.6(d8.3(f) Parent Termination Fee 7.6(b) Paying Agent 2.2(a) Payment Fund 2.2(b) Payoff Amount 5.10(dParticipant 4.12(d)
(a) Paying Agent 3.3(a)
(a) Per Share Merger Consideration 3.1(a) Permits 4.11 Permitted Lien 8.1(ttLiens 4.18(b) Person 8.1(uu9.3(i) Preferred Stock 3.8(aPromissory Note 1.5(c) Premium Cap 5.5(c) Prohibited Modifications 5.10(b) Regulatory Condition 5.7(cProxy Statement 4.8 Real Property 4.18(a) Related Documents 8.10 Party 4.23 Representatives 8.1(vv) Required Amount 4.7(b6.2(a) Required Information 8.1(ww6.10(b) Reverse Termination Fee 8.3(c) Rights 8.1(xxAgreement 4.2(a) Sanctioned Country 8.1(yy) Sanctioned Person 8.1(zz) Sanctions and Export Control Laws 8.1(aaaXxxxxxxx-Xxxxx Act 4.6(a) Schedule 14D-9 1.2(a1.3(b) Schedule TO 1.1(j) 1.2 SEC 1.1(j) IV Securities Act 3.9 Senior Notes 8.1(bbb4.6(a) Senior Notes Documents 5.16(aSeries B and C Consent 4.4(a) Series B Convertible Preferred Stock 3.1(b) Series B Preferred Share 3.1(b) Series C Convertible Preferred Stock 3.1(b) Series C Preferred Share 3.1(b) Shares 3.1(c) Solvent 8.1(ccc5.9 Subsequent Company SEC Documents 4.6(a) Specified OSS License 8.1(ddd) Stockholder List Date 1.2(bSubsequent Offering Period 1.1(b) Subsidiary 8.1(eee9.3(j) Superior Proposal 8.1(fff6.2(e)(ii) Support Agreement Shares Recitals Support Agreements Recitals Surviving Corporation 1.3 2.1 Takeover Law 3.25(b) Takeover Proposal 8.1(gggLaws 4.4(b) Tax Returns 8.1(hhh4.15(i) Taxes 8.1(iii) Tender Offer 5.16(a4.15(i) Termination Fee 8.3(b)(iii) Top-Up Closing 1.5(c) Top-Up Closing Date 7.2(a1.5(c) Trade Controls 3.15(aTop-Up Option 1.5(a) Transaction Litigation 5.16 Transactions Recitals Trustee 8.1(jjjTop-Up Shares 1.5(a) USRPHC 3.19(k) Vacation/PTO Policy 5.4(e) VDR 3.29(a) Willful and Intentional Breach 8.1(kkkTreasury Regulation 9.3(k) AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER, dated as of April 7, 2022 (this “Agreement”), by and dated as of May 10, 2011, among Central Parent LLCColonel Holdings, Inc., a Delaware limited liability company corporation (“Parent”), Central Colonel Merger Sub Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and CDK GlobalCKx, Inc., a Delaware corporation (the “Company”).
Appears in 1 contract
Samples: Merger Agreement (CKX, Inc.)
Offer Price Recitals. Offer to Purchase 1.1(b) Old Plans 5.4(dRecommendation Section 1.3(a) Option Consideration 2.3(a) Orders 8.1(qq) Owned Intellectual Property 8.1(rr) Section 2.6 Parent Preamble Parent Assets 4.5 Parent Disclosure Letter Article IV Parent Material Adverse Effect 8.1(ss) Parent Related Parties 7.6(d) Parent Termination Fee 7.6(b) Introductory Paragraph Parent’s Expenses Exhibit A Paying Agent 2.2(aSection 2.8(a) Payment Fund 2.2(b) Payoff Amount 5.10(d)
(aPension Plans Section 3.13(d) Permitted Lien 8.1(ttEncumbrances Exhibit A Person Exhibit A Preferred Shares Section 3.3(a) Person 8.1(uuReal Property Leases Section 3.7(c) Preferred Stock 3.8(aRegistered IP Section 3.6(a) Premium Cap 5.5(cRepresentatives Section 5.2(a) Prohibited Modifications 5.10(bRestricted Company Shares Exhibit A River Section 5.11(c) Regulatory Condition 5.7(cRiver Closing Date Section 5.11(a) Related Documents 8.10 Representatives 8.1(vvRiver Expenses Section 5.11(c) Required Amount 4.7(bRiver Fee Section 7.2(a)(i) Required Information 8.1(wwRiver Offer Section 5.11(a) Rights 8.1(xxRiver Shares Section 5.11(a) Sanctioned Country 8.1(yy) Sanctioned Person 8.1(zz) Sanctions and Export Control Laws 8.1(aaaRiver Transaction Section 5.11(a) Schedule 14D-9 1.2(a) Schedule TO 1.1(jSection 1.3(b) SEC 1.1(j) Exhibit A Securities Act 3.9 Senior Notes 8.1(bbbExhibit A Series B Preferred Section 3.3(a) Senior Notes Documents 5.16(aShare Purchase Contract Section 5.11(a) Solvent 8.1(ccc) Specified OSS License 8.1(ddd) Stockholder List Date 1.2(bSoftware Exhibit A Subsequent Offering Period Section 1.1(e) Subsidiary 8.1(eee) Exhibit A Superior Proposal 8.1(fff) Exhibit A Surviving Corporation 1.3 Takeover Law 3.25(b) Section 2.1 Takeover Proposal 8.1(gggExhibit A Tender and Support Agreement Recitals Termination Amount Section 7.4(a) Tax Returns 8.1(hhhThird Party Exhibit A Third Party Bidder Section 7.2(b)(ii) Taxes 8.1(iiiTop-Up Closing Section 1.6(c) Tender Offer 5.16(aTop-Up Notice Section 1.6(c) Termination Top-Up Option Section 1.6(a) Top-Up Option Company Shares Section 1.6(a) Transfer Notice Section 5.11(a) Walk Away Date 7.2(a) Trade Controls 3.15(a) Transaction Litigation 5.16 Transactions Recitals Trustee 8.1(jjj) USRPHC 3.19(k) Vacation/PTO Policy 5.4(e) VDR 3.29(a) Willful Exhibit A This Agreement and Intentional Breach 8.1(kkk) AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER, dated Plan of Merger is made and entered into as of April 7August 27, 2022 (this “Agreement”)2007, by and among Central Parent LLCamong: Acer Inc., a Delaware limited liability company organized under the laws of the Republic of China (“Parent”), Central Merger Sub Inc.; Galaxy Acquisition Corp., a Delaware corporation and a wholly-direct or indirect wholly owned subsidiary of Parent (“Merger Acquisition Sub”), ; and CDK GlobalGateway, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
A. Parent, Acquisition Sub and the Company have determined that it is advisable and in the best interests of their respective stockholders for the Company to be acquired upon the terms and subject to the conditions set forth in this Agreement.
B. In furtherance of the contemplated acquisition of the Company, Acquisition Sub shall make a tender offer to acquire all of the issued and outstanding Company Shares, including the associated Company Rights, upon the terms and subject to the conditions set forth in this Agreement for a price per share of $1.90 (such price, or any higher price per share as may be paid pursuant to the Offer (as defined below), is hereafter referred to as the “Offer Price”), net to the sellers in cash. Such tender offer, as it may be amended and supplemented from time to time as permitted by this Agreement, is referred to in this Agreement as the “Offer.”
C. After acquiring Company Shares pursuant to the Offer, Acquisition Sub shall merge with and into the Company upon the terms and subject to the conditions set forth in this Agreement (the merger of Acquisition Sub into the Company being referred to in this Agreement as the “Merger”), which will result in the Company becoming a direct or indirect wholly owned subsidiary of Parent.
D. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to Parent’s and Acquisition Sub’s willingness to enter into this Agreement, Avalon Capital Group LLC is entering into a Tender and Support Agreement substantially in the form attached as Exhibit B (the “Tender and Support Agreement”).
Appears in 1 contract
Samples: Merger Agreement (Acer Inc)
Offer Price Recitals. Offer to Purchase 1.1(b1.1(c) Old Plans 5.4(d) Option Consideration 2.3(a) Orders 8.1(qq) Owned Intellectual Property 8.1(rrOutside Date 1.1(e) Parent Preamble Parent Assets 4.5 Bylaws 4.1 Parent Charter 4.1 Parent Disclosure Letter Article IV Parent Financial Advisor 4.7 Parent Material Adverse Effect 8.1(ss8.12(kk) Parent Related Permits 4.1 Parent Severance 5.7(a) Party Preamble Parties 7.6(d) Parent Termination Fee 7.6(b) Preamble Paying Agent 2.2(a) Payment Fund 2.2(b7.6(b) Payoff Amount 5.10(dPermits 8.12(ll) Permitted Liens 8.12(mm) Person 8.12(nn) Proceeding 3.9 Proprietary Software 8.12(oo) Regulatory Actions 5.3(d) Release 8.12(pp) Representatives 5.2(a) Schedule TO 1.1(g) Schedule 14D-9 1.2(a) SEC 8.12(qq) Second Request 5.3(b) Securities Act 8.12(rr) Shares Recitals SOX 8.12(ss) Statutory Plan 3.10(a) Subsidiary 8.12(tt) Surviving Company 1.3 Tax Return 8.12(uu) Taxes 8.12(vv) Terminated Employee 5.7(c)
(a) Permitted Lien 8.1(ttTermination Fee 7.5(a) Person 8.1(uuTreasury Regulations 8.12(vv) Preferred Stock 3.8(aWarrant Agreement 8.12(xx) Premium Cap 5.5(c) Prohibited Modifications 5.10(b) Regulatory Condition 5.7(c) Related Documents 8.10 Representatives 8.1(vv) Required Amount 4.7(b) Required Information 8.1(ww) Rights 8.1(xx) Sanctioned Country 8.1(yy) Sanctioned Person 8.1(zz) Sanctions and Export Control Laws 8.1(aaa) Schedule 14D-9 1.2(a) Schedule TO 1.1(j) SEC 1.1(j) Securities Act 3.9 Senior Notes 8.1(bbb) Senior Notes Documents 5.16(a) Solvent 8.1(ccc) Specified OSS License 8.1(ddd) Stockholder List Date 1.2(b) Subsidiary 8.1(eee) Superior Proposal 8.1(fff) Surviving Corporation 1.3 Takeover Law 3.25(b) Takeover Proposal 8.1(ggg) Tax Returns 8.1(hhh) Taxes 8.1(iii) Tender Offer 5.16(a) Termination Date 7.2(a) Trade Controls 3.15(a) Transaction Litigation 5.16 Transactions Recitals Trustee 8.1(jjj) USRPHC 3.19(k) Vacation/PTO Policy 5.4(e) VDR 3.29(aWarrants 8.12(yy) Willful and Intentional Breach 8.1(kkk7.6(a) AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER(as amended, dated restated or modified from time to time, hereinafter referred to as of April 7, 2022 (this “Agreement”), by and dated as of April 21, 2019, among Central Parent LLCThe KeyW Holding Corporation, a Maryland corporation (the “Company”), Xxxxxx Engineering Group Inc., a Delaware limited liability company corporation (“Parent”), Central Merger Sub and Atom Acquisition Sub, Inc., a Delaware Maryland corporation and a wholly-wholly owned subsidiary direct or indirect Subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and CDK Global, Inc., the Company are each sometimes referred to herein as a Delaware corporation (“Party” and collectively as the “CompanyParties”).
Appears in 1 contract
Samples: Merger Agreement (Keyw Holding Corp)
