Offer Price Recitals. Offer Recommendation Section 1.3(a) Option Consideration Section 2.6 Parent Introductory Paragraph Parent’s Expenses Exhibit A Paying Agent Section 2.8(a) Pension Plans Section 3.13(d) Permitted Encumbrances Exhibit A Person Exhibit A Preferred Shares Section 3.3(a) Real Property Leases Section 3.7(c) Registered IP Section 3.6(a) Representatives Section 5.2(a) Restricted Company Shares Exhibit A River Section 5.11(c) River Closing Date Section 5.11(a) River Expenses Section 5.11(c) River Fee Section 7.2(a)(i) River Offer Section 5.11(a) River Shares Section 5.11(a) River Transaction Section 5.11(a) Schedule 14D-9 Section 1.3(b) SEC Exhibit A Securities Act Exhibit A Series B Preferred Section 3.3(a) Share Purchase Contract Section 5.11(a) Software Exhibit A Subsequent Offering Period Section 1.1(e) Subsidiary Exhibit A Superior Proposal Exhibit A Surviving Corporation Section 2.1 Takeover Proposal Exhibit A Tender and Support Agreement Recitals Termination Amount Section 7.4(a) Third Party Exhibit A Third Party Bidder Section 7.2(b)(ii) Top-Up Closing Section 1.6(c) Top-Up Notice Section 1.6(c) 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 Exhibit A AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger is made and entered into as of August 27, 2007, by and among: Acer Inc., a company organized under the laws of the Republic of China (“Parent”); Galaxy Acquisition Corp., a Delaware corporation and a direct or indirect wholly owned subsidiary of Parent (“Acquisition Sub”); and Gateway, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
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Offer Price Recitals. Offer Recommendation Section 1.3(a) Option Consideration Section 2.6 Parent Introductory Paragraph Parent’s Expenses Exhibit A Paying Agent Section 2.8(a) Pension Plans Section 3.13(d) Permitted Encumbrances Exhibit A Person Exhibit A Preferred Shares Section 3.3(a) Real Property Leases Section 3.7(c) Registered IP Section 3.6(a) Representatives Section 5.2(a) Restricted Company Shares Exhibit A River Section 5.11(c) River Closing Date Section 5.11(a) River Expenses Section 5.11(c) River Fee Section 7.2(a)(i) River Offer Section 5.11(a) River Shares Section 5.11(a) River Transaction Section 5.11(a) Schedule 14D-9 Section 1.3(b) SEC Exhibit A Securities Act Exhibit A Series B Preferred Section 3.3(a) Share Purchase Contract Section 5.11(a) Software Exhibit A Subsequent Offering Period Section 1.1(e) Subsidiary Exhibit A Superior Proposal Exhibit A Surviving Corporation Section 2.1 Takeover Proposal Exhibit A Tender and Support Agreement Recitals Termination Amount Section 7.4(a) Third Party Exhibit A Third Party Bidder Section 7.2(b)(ii) Top-Up Closing Section 1.6(c) Top-Up Notice Section 1.6(c) 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 Exhibit A AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger is made and entered into as of August 27, 2007, by and among: Acer Inc., a company organized under the laws of the Republic of China (“Parent”); Galaxy Acquisition Corp., a Delaware corporation and a direct or indirect wholly owned subsidiary of Parent (“Acquisition Sub”); and Gateway, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.A. RECITALS
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Offer Price Recitals. Offer Recommendation to Purchase Section 1.3(a1.1(c) Option Consideration Other Company Plan Section 2.6 5.10(c) Owned Real Property Section 3.15(a) Parent Introductory Paragraph Parent’s Expenses Exhibit A Recitals Parent Benefit Plans Section 5.10(a) Parent Material Adverse Effect Section 4.2(b) Parent Termination Fee Section 7.4(a) Patents Section 3.16(a)(ii) Paying Agent Section 2.8(a2.2(a) Pension Plans Permits Section 3.13(d3.8(b) Permitted Encumbrances Exhibit A Person Exhibit A Plan Termination Date Section 5.10(d) Policies Section 3.17 Preferred Shares Stock Section 3.3(a3.2(a) Prior Company Plan Section 5.10(a) Proxy Statement Section 1.11(a) Purchaser Recitals Real Property Leases Lease Section 3.7(c3.15(b) Registered IP Recent SEC Documents Article III Regulation M-A Section 3.6(a1.1(i) Release Section 3.12(i)(v) Remediation Section 3.12(i)(vi) Representatives Section 5.2(a) Restricted Company Shares Exhibit A River Restraints Section 5.11(c6.1(d) River Closing Date Rights Recitals Rights Agreement Recitals Xxxxxxxx-Xxxxx Act Section 5.11(a) River Expenses Section 5.11(c) River Fee Section 7.2(a)(i) River Offer Section 5.11(a) River Shares Section 5.11(a) River Transaction Section 5.11(a3.5(c) Schedule 14D-9 Section 1.3(b1.2(b) Schedule TO Section 1.1(i) SEC Exhibit A Section 1.1(e)(iii) Securities Act Exhibit A Series B Preferred Section 3.3(a1.13(e) Share Purchase Contract Share(s) Recitals Short Form Threshold Section 5.11(a1.12 Software Section 3.16(a)(iii) Software Exhibit A Subsequent Offering Period Special Meeting Section 1.1(e1.11(b)(i)(A) Stock Option Payment Section 2.3(a) Subsidiary Exhibit A Organizational Documents Section 3.1(c) Superior Proposal Exhibit A Section 5.2(d)(i) Surviving Corporation Section 2.1 1.4 Surviving Provisions Section 7.2 Takeover Proposal Exhibit A Tender and Support Agreement Recitals Termination Amount Section 7.4(a5.2(d)(i) Third Party Exhibit A Third Party Bidder Tax Returns Section 7.2(b)(ii3.10(r) Taxes Section 3.10(r) Top-Up Closing Section 1.6(c1.13(c) Top-Up Exercise Note Section 1.13(c) Top-Up Notice Date Section 1.6(c1.13(c) Top-Up Notice Receipt Section 1.13(c) Top-Up Option Section 1.6(a1.13(a) Top-Up Option Company Shares Section 1.6(a1.13(a) Transfer Notice Trade Secrets Section 5.11(a3.16(a)(ii) Walk Away Date Exhibit A AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger is made and entered into as of August 27, 2007, by and among: Acer Inc., a company organized under the laws of the Republic of China (“Parent”Transactions Section 1.2(a) Uncertificated Shares Section 2.2(b) WARN Section 3.11(t); Galaxy Acquisition Corp., a Delaware corporation and a direct or indirect wholly owned subsidiary of Parent (“Acquisition Sub”); and Gateway, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
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Offer Price Recitals. Offer Recommendation Section 1.3(ato Purchase 1.1(b) Option Consideration Section 2.6 Exercise Period 2.9(a)(i) Out of the Money Company Stock Option 2.9(a)(iii) Outbound IP Agreement 3.13(a)(viii) Outside Date 7.1(b)(i) Parent Introductory Paragraph Parent’s Expenses Exhibit A Preamble Parent Material Adverse Effect 8.5 Parent Plan 5.6(c) Paying Agent Section 2.8(a2.10(a) Pension Plans Section 3.13(dPayment Fund 2.10(a) Per Share Value Paid 8.5 Permits 3.10(b) Permitted Encumbrances Exhibit A Lien 8.5 Term Section Person Exhibit A 8.5 Preferred Shares Section 3.3(aStock 3.4(a) Purchaser Preamble Real Property Leases Section 3.7(c3.14(b) Registered IP Section Representatives 8.5 Rights Agent Recitals RSU 8.5 Schedule 14D-9 1.2(a) Schedule TO 1.1(e) SEC 3.6(a) Representatives Section 5.2(a) Restricted Company Shares Exhibit A River Section 5.11(c) River Closing Date Section 5.11(a) River Expenses Section 5.11(c) River Fee Section 7.2(a)(i) River Offer Section 5.11(a) River Shares Section 5.11(a) River Transaction Section 5.11(a) Schedule 14D-9 Section 1.3(b) SEC Exhibit A Securities Act Exhibit A Series B Preferred Section 3.3(a3.3(b) Share Purchase Contract Section 5.11(aShares Recitals Stockholder List Date 1.2(b) Software Exhibit A Subsequent Offering Period Section 1.1(eStockholder Litigation 8.5 Studies 3.20(b) Subsidiary Exhibit A 8.5 Subsidizing Entity 3.15(e) Superior Proposal Exhibit A 5.2(e)(iii) Surviving Corporation Section 2.1 Takeover Proposal Exhibit A Laws 3.16 Tax Returns 3.12(l) Taxes 3.12(l) Tender and Support Agreement Agreements Recitals Term Loan Facility 8.5 Term Loan Facility Termination 5.13 Termination Condition Annex I Threshold Amount Section 7.4(a5.18 Transaction Expenses 8.5 Warrant Exercise Period 2.9(b)(i) Third Party Exhibit A Third Party Bidder Section 7.2(b)(ii) Top-Up Closing Section 1.6(c) Top-Up Notice Section 1.6(c) 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 Exhibit A Willful Breach 8.5 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger is made and entered into AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 27November 1, 20072017, by and among: Acer Inc.among MAK LLC, a Delaware limited liability company organized under the laws of the Republic of China (“Parent”); Galaxy , MEH Acquisition Corp.Co., a Delaware corporation and a direct or indirect wholly wholly-owned subsidiary of Parent (“Acquisition SubPurchaser”); and Gateway, Ocera Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A., and, solely for purposes of Section 8.16, Mallinckrodt plc, an Irish public limited company (“Guarantor”).
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Samples: Agreement and Plan of Merger (Ocera Therapeutics, Inc.)
