Common use of Principal Terms of the Merger Clause in Contracts

Principal Terms of the Merger. The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, as soon as practicable following the consummation of the Offer (and on the same day as the consummation of the Offer) and subject to the absence of any governmental order, applicable law or other legal restraint or prohibition on the consummation of the Merger, Purchaser will be merged with and into the Company, with the Company continuing as the Surviving Corporation and as an indirect, wholly-owned subsidiary of Parent. The Merger will be governed by Section 251(h) of the DGCL. The certificate of incorporation of the Company, as the Surviving Corporation, will be amended and restated in its entirety at the effective time of the Merger to be in the form of the certificate of incorporation of Purchaser immediately prior to the effective time of the Merger, except that (i) all references to the name, date of incorporation, registered office and registered agent of Purchaser therein may be changed to refer to the name, date of incorporation, registered office and registered agent, respectively, of the Company, (ii) any references naming the incorporator(s), original board of directors or original subscribers for shares of Purchaser may be omitted, and (iii) any changes that will be necessary to comply with Parents’ obligations under the Merger Agreement regarding indemnification and exculpation of directors and officers may be made. The bylaws of the Company, as the Surviving Corporation, will be amended and restated at the effective time of the Merger to be in the form of the bylaws of Purchaser as in effect immediately prior to the effective time of the Merger. In addition, the certificate of incorporation and the bylaws of the Surviving Corporation may be further amended to reflect certain indemnification obligations contemplated by the Merger Agreement. The obligations of the Company, Parent and Purchaser to complete the Merger are subject to the satisfaction or waiver of each of the following conditions: • Purchaser having consummated the Offer; and • no governmental authority having jurisdiction over any party to the Merger Agreement having issued any order, nor any applicable law or other legal restraint, injunction or prohibition being in effect that makes consummation of the Merger illegal or otherwise prohibited. The Offer Conditions are described in Section 15 – “Conditions of the Offer.” Conversion of Capital Stock at the Effective Time Shares outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Purchaser, or any other direct or indirect wholly-owned subsidiary of Parent; (ii) Shares owned by the Company or held in the Company’s treasury; (iii) Shares owned by any direct or indirect wholly-owned subsidiary of the Company, which shall be converted automatically into shares of common stock of the Surviving Corporation; and (iv) Shares held by a holder who is entitled to and properly exercises and perfects a demand for appraisal of such Shares in accordance with Section 262 of the DGCL, and, as of the Effective Time, has neither effectively withdrawn nor lost such holder’s right to appraisal and payment under the DGCL with respect to such Shares) will be converted automatically into the right to receive the Offer Price in cash, net of applicable withholding taxes and without interest and will also cease to be outstanding and will automatically be cancelled and cease to exist and each holder of such Shares will only have the right to receive the Offer Price.

Principal Terms of the Merger. The Merger Agreement provides that, upon following completion of the terms Offer and subject to the terms and conditions set forth in of the Merger Agreement, as soon as practicable following and in accordance with the consummation of DGCL, at the Offer (and on the same day as the consummation of the Offer) and subject to the absence of any governmental order, applicable law or other legal restraint or prohibition on the consummation of the MergerEffective Time, Purchaser will be merged with and into the Company, with and the separate corporate existence of Purchaser will cease, and the Company continuing will continue as the Surviving Corporation and as an indirect, wholly-owned subsidiary of ParentCorporation. The Merger will be governed by Section 251(h) of the DGCLDGCL and, assuming the conditions to the Merger have been satisfied or waived, will be effected at 8:00 a.m., Eastern Time, on the same date as the consummation of the Offer (unless otherwise agreed by the Company, Parent and Purchaser) without a vote on the adoption of the Merger Agreement by Company stockholders. The certificate of incorporation of the Company, as the Surviving Corporation, Corporation will be amended and restated in its entirety at the effective time as of the Merger Effective Time to be in conform to the form of previously agreed to by the certificate of incorporation of Purchaser immediately prior to the effective time of the Merger, except that (i) all references to the name, date of incorporation, registered office and registered agent of Purchaser therein may be changed to refer to the name, date of incorporation, registered office and registered agent, respectively, of the Company, (ii) any references naming the incorporator(s), original board of directors or original subscribers for shares of Purchaser may be omitted, and (iii) any changes that will be necessary to comply with Parents’ obligations under the Merger Agreement regarding indemnification and exculpation of directors and officers may be madeparties. The bylaws of the Company, as the Surviving Corporation, will Corporation shall be amended and restated at the effective time as of the Merger Effective Time to be in the form of conform to the bylaws of Purchaser as in effect immediately prior to the effective time Effective Time. Under the Merger Agreement, as of immediately after the Merger. In additionEffective Time, the certificate directors of incorporation and Purchaser as of immediately prior to the bylaws Effective Time will be the directors of the Surviving Corporation may and the officers of Purchaser as of immediately prior to the Effective Time will be further amended to reflect certain indemnification obligations contemplated by the Merger Agreementofficers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified, or until their earlier death, resignation or removal in accordance with the organizational documents of the Surviving Corporation. The obligations of the Company, Parent and Purchaser to complete the Merger are subject to the satisfaction or waiver of each of the following conditions: • Purchaser having consummated there must not have been issued by any court of competent jurisdiction and remain in effect any temporary restraining order, preliminary or permanent injunction or other order preventing the Offerconsummation of the Merger, nor shall any legal requirement or order promulgated, entered, enforced, enacted, issued or deemed applicable to the Merger, by any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction or any nature; (b) federal, state, local, municipal, foreign or other government; or (c) governmental or quasi-governmental authority of any Table of Contents nature including any governmental division, department, agency, commission, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or entity and any court, arbitrator or other tribunal (collectively, “Governmental Body”), which directly or indirectly prohibits, or makes illegal, the consummation of the Merger; and • no governmental authority having jurisdiction over any party Purchaser (or Parent on Purchaser’s behalf) must have accepted for payment all Shares validly tendered pursuant to the Merger Agreement having issued any order, nor any applicable law or other legal restraint, injunction or prohibition being in effect that makes consummation of the Merger illegal or otherwise prohibitedOffer and not validly withdrawn. The Offer Conditions are described in Section 15 – — “Conditions of the Offer.” Conversion of Capital Stock at the Effective Time Shares outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Purchaser, or any other direct or indirect wholly-owned subsidiary of Parent; (ii) Shares owned by the Company or held in the Company’s treasury; (iii) Shares owned by any direct or indirect wholly-owned subsidiary of the Company, which shall be converted automatically into shares of common stock of the Surviving Corporation; and (iv) Shares held by a holder who is entitled to and properly exercises and perfects a demand for appraisal of such Shares in accordance with Section 262 of the DGCL, and, as of the Effective Time, has neither effectively withdrawn nor lost such holder’s right to appraisal and payment under the DGCL with respect to such Shares) will be converted automatically into the right to receive the Offer Price in cash, net of applicable withholding taxes and without interest and will also cease to be outstanding and will automatically be cancelled and cease to exist and each holder of such Shares will only have the right to receive the Offer Price.”

Principal Terms of the Merger. The Merger Agreement provides that, upon the terms and subject to the conditions set forth in that the Merger Agreementand the transactions contemplated thereby, as soon as practicable following the consummation of including the Offer (and on the same day as the consummation of the Offer) and subject to the absence of any governmental order, applicable law or other legal restraint or prohibition on the consummation of the Merger, Purchaser will be merged with and into the Company, with the Company continuing as the Surviving Corporation and as an indirect, wholly-owned subsidiary of Parent. The Merger will are to be governed by Section 251(h) of the DGCL. The certificate of incorporation DGCL and that the Merger will be effected without a vote of the Company’s stockholders. The Merger Agreement provides that the Merger will close as Table of Contents soon as practicable (and, in any event, within two business days) after satisfaction or, to the extent permitted by the Merger Agreement, waiver of all of the conditions to the Merger (including the condition that Purchaser shall have accepted for payment and paid for Shares validly tendered (and not withdrawn) pursuant to the Offer). The Merger Agreement provides that, as promptly as practicable after the Surviving Corporation, will be amended and restated in its entirety at the effective time of the Merger to be in the form of the certificate of incorporation of Purchaser immediately prior to the effective time closing of the Merger, except the Company will file with the Delaware Secretary of State a certificate of merger (the “Certificate of Merger”). The Merger Agreement provides that the Merger will become effective on such date and at such time (ithe “Effective Time”) all references to as the name, date Certificate of incorporation, registered office and registered agent Xxxxxx has been duly filed with the Delaware Secretary of Purchaser therein State (or at such later time as may be changed to refer to agreed by the name, date parties that is specified in the Certificate of incorporation, registered office and registered agent, respectively, of the Company, (ii) any references naming the incorporator(sMerger), original board of directors or original subscribers for shares of Purchaser may be omitted, and (iii) any changes that will be necessary to comply with Parents’ obligations under the . The Merger Agreement regarding indemnification and exculpation of directors and officers may be made. The bylaws of the Companyprovides that, as the Surviving Corporation, will be amended and restated at the effective time of the Merger to be in the form of the bylaws of Purchaser as in effect immediately prior to the effective time of the Merger. In addition, the certificate of incorporation and the bylaws of the Surviving Corporation may be further amended to reflect certain indemnification obligations contemplated by the Merger Agreement. The obligations of the Company, Parent and Purchaser to complete the Merger are subject to the satisfaction or waiver of each of the following conditions: • Purchaser having consummated the Offer; and • no governmental authority having jurisdiction over any party to the Merger Agreement having issued any order, nor any applicable law or other legal restraint, injunction or prohibition being in effect that makes consummation of the Merger illegal or otherwise prohibited. The Offer Conditions are described in Section 15 – “Conditions of the Offer.” Conversion of Capital Stock at the Effective Time Shares Time, the separate corporate existence of Purchaser will cease, and the Company will continue as the surviving corporation (the “Surviving Corporation”). The Merger Agreement provides that, at the Effective Time, each Share issued and outstanding immediately prior to the Effective Time will be automatically converted into the right to receive an amount equal to the Offer Price, in cash without interest thereon and subject to any required tax withholding (other than (i) Shares owned by Parentthe “Merger Consideration”), Purchaserpayable to the holder thereof in accordance with the terms and conditions of the Merger Agreement, or any other direct or indirect wholly-owned subsidiary of Parent; (ii) Shares owned unless: • such Share is held by the Company as treasury stock or held in the Company’s treasury; (iii) Shares owned by Oracle, Parent or Purchaser or any direct or indirect wholly-owned subsidiary of the CompanyCompany immediately prior to the Effective Time, in which shall case such Share will be converted automatically into shares of common stock of canceled, and no payment will be made with respect thereto; • such Share is a Dissenting Share (as defined below in the Surviving Corporation; following paragraph). The Merger Agreement provides that Shares that are issued and (iv) Shares outstanding immediately prior to the Effective Time and held by a holder stockholder who is entitled to and has properly exercises and perfects a demand for exercised appraisal rights of such Shares in accordance with Section 262 of the DGCLDGCL (such Section, and“Section 262,” and such Shares, until such time as of the Effective Timesuch stockholder fails to perfect, has neither effectively withdrawn nor lost withdraws or otherwise loses such holder’s right to appraisal and payment rights under the DGCL with respect to such Shares, “Dissenting Shares”) will not be converted automatically into or be exchangeable for the right to receive the Offer Price Merger Consideration, but instead such holder will be entitled to payment of the appraised value of such Dissenting Shares in cashaccordance with the provisions of Section 262. The Merger Agreement provides that, net if any such holder shall have failed to perfect or shall have effectively withdrawn or lost the right to appraisal under Section 262 or if a court of applicable withholding taxes and without interest and will also cease competent jurisdiction determines that the holder is not entitled to be outstanding and will automatically be cancelled and cease to exist and each holder of the relief provided by Section 262, such Shares will only have be treated as if they had been converted into and become exchangeable for the right to receive receive, as of the Offer PriceEffective Time, the Merger Consideration for each Share, without any interest thereon.

Principal Terms of the Merger. The Merger Agreement provides that, upon the terms and subject to the conditions set forth in that the Merger Agreementand the transactions contemplated thereby, as soon as practicable following the consummation of including the Offer (and on the same day as the consummation of the Offer) and subject to the absence of any governmental order, applicable law or other legal restraint or prohibition on the consummation of the Merger, Purchaser will be merged with and into the Company, with the Company continuing as the Surviving Corporation and as an indirect, wholly-owned subsidiary of Parent. The Merger will are to be governed by Section 251(h) of the DGCLDGCL and that the Merger will be effected without a vote of TubeMogul's stockholders. The Merger Agreement provides that the Merger will close (the "Closing") as soon as practicable (and, in any event, within one business day) after satisfaction or, to the extent permitted by the Merger Agreement, waiver of all of the conditions to the Merger (including the condition that Purchaser shall have accepted for payment and paid for Shares validly tendered (and not withdrawn) pursuant to the Offer) (the date upon which the Closing occurs, the "Closing Date"). The Merger Agreement provides that, as soon as practicable after the closing of the Merger, the parties will file with the Delaware Secretary of State a certificate of incorporation merger (the "Certificate of Merger"). The Merger Agreement provides that the CompanyEffective Time will occur at such date and at such time as the Certificate of Merger has been duly filed with the Delaware Secretary of State (or at such later time as may be agreed by the parties that is specified in the Certificate of Merger). The Merger Agreement provides that, at the Effective Time, the separate corporate existence of Purchaser will cease, and TubeMogul will continue as the Surviving Corporation, will be amended and restated in its entirety at the effective time of the Merger to be in the form of the certificate of incorporation of Purchaser immediately prior to the effective time of the Merger, except that (i) all references to the name, date of incorporation, registered office and registered agent of Purchaser therein may be changed to refer to the name, date of incorporation, registered office and registered agent, respectively, of the Company, (ii) any references naming the incorporator(s), original board of directors or original subscribers for shares of Purchaser may be omitted, and (iii) any changes that will be necessary to comply with Parents’ obligations under the . The Merger Agreement regarding indemnification and exculpation of directors and officers may be made. The bylaws of the Companyprovides that, as the Surviving Corporation, will be amended and restated at the effective time of the Merger to be in the form of the bylaws of Purchaser as in effect immediately prior to the effective time of the Merger. In addition, the certificate of incorporation and the bylaws of the Surviving Corporation may be further amended to reflect certain indemnification obligations contemplated by the Merger Agreement. The obligations of the Company, Parent and Purchaser to complete the Merger are subject to the satisfaction or waiver of each of the following conditions: • Purchaser having consummated the Offer; and • no governmental authority having jurisdiction over any party to the Merger Agreement having issued any order, nor any applicable law or other legal restraint, injunction or prohibition being in effect that makes consummation of the Merger illegal or otherwise prohibited. The Offer Conditions are described in Section 15 – “Conditions of the Offer.” Conversion of Capital Stock at the Effective Time Shares Time, each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares will be converted into the right to receive an amount equal to the Offer Price, in cash without interest thereon and subject to any required tax withholding, payable to the holder thereof in accordance with the terms and conditions of the Merger Agreement, unless: • such Share is held in the treasury of TubeMogul or is owned by Parent, Purchaser, Adobe or any other direct or indirect wholly-owned subsidiary of ParentAdobe or of TubeMogul immediately prior to the Effective Time, in which case such Share will be canceled, and no payment will be made with respect thereto; or • such Share is an Appraisal Share (ii) Shares owned by the Company or held as defined below in the Company’s treasury; (iii) following paragraph). The Merger Agreement provides that Shares owned that are issued and outstanding immediately prior to the Effective Time that are held by any direct or indirect wholly-owned subsidiary of the Company, which shall be converted automatically into shares of common stock of the Surviving Corporation; and person who (ivi) Shares held by a holder who is entitled to demand and properly exercises and perfects a demand for demands appraisal of such Shares pursuant to, and who complies in accordance with all respects with, Section 262 of the DGCL, and, and (ii) as of the Effective Time, has neither effectively withdrawn nor lost such holder’s right person's rights to such appraisal and payment under the DGCL with respect to such Shares ("Appraisal Shares) "), will not be converted automatically into the right to receive the Offer Price Merger Consideration as provided in cashthe Merger Agreement, net but rather the holders of applicable withholding taxes and without interest and Appraisal Shares will also cease be entitled to be outstanding and will automatically be cancelled and cease to exist and each holder paid the fair value of such Appraisal Shares in accordance with Section 262. The Merger Agreement provides that, if any such holder will only have fail to perfect or otherwise will waive, withdraw or lose the right to receive appraisal under Section 262, then the Offer Priceright of such holder to be paid the fair value of such holder's Appraisal Shares will cease and such Appraisal Shares will be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, Merger Consideration as provided in the Merger Agreement.

Principal Terms of the Merger. The Merger Agreement provides that, upon the terms and subject to the conditions set forth in that the Merger Agreementand the transactions contemplated thereby, as soon as practicable following the consummation of including the Offer (and on the same day as the consummation of the Offer) and subject to the absence of any governmental order, applicable law or other legal restraint or prohibition on the consummation of the Merger, Purchaser will be merged with and into the Company, with the Company continuing as the Surviving Corporation and as an indirect, wholly-owned subsidiary of Parent. The Merger will are to be governed by Section 251(h) of the DGCLDGCL and that the Merger will be effected without a vote of NetSuite’s stockholders. The certificate Merger Agreement provides that the Merger will close as soon as practicable (and, in any event, within two Business Days) after satisfaction or, to the extent permitted by the Merger Agreement, waiver of incorporation all of the Companyconditions to the Merger (including the condition that Purchaser shall have accepted for payment and paid for Shares validly tendered (and not withdrawn) pursuant to the Offer). The Merger Agreement provides that, as promptly as practicable after the Surviving Corporation, will be amended and restated in its entirety at the effective time of the Merger to be in the form of the certificate of incorporation of Purchaser immediately prior to the effective time closing of the Merger, except NetSuite will file with the Delaware Secretary of State a certificate of merger (the “Certificate of Merger”). The Merger Agreement provides that the Merger will become effective on such date and at such time (ithe “Effective Time”) all references to as the name, date Certificate of incorporation, registered office and registered agent Xxxxxx has been duly filed with the Delaware Secretary of Purchaser therein State (or at such later time as may be changed to refer to agreed by the name, date parties that is specified in the Certificate of incorporation, registered office and registered agent, respectively, of the Company, (ii) any references naming the incorporator(sMerger), original board of directors or original subscribers for shares of Purchaser may be omitted, and (iii) any changes that will be necessary to comply with Parents’ obligations under the . The Merger Agreement regarding indemnification and exculpation of directors and officers may be made. The bylaws of the Companyprovides that, as the Surviving Corporation, will be amended and restated at the effective time of the Merger to be in the form of the bylaws of Purchaser as in effect immediately prior to the effective time of the Merger. In addition, the certificate of incorporation and the bylaws of the Surviving Corporation may be further amended to reflect certain indemnification obligations contemplated by the Merger Agreement. The obligations of the Company, Parent and Purchaser to complete the Merger are subject to the satisfaction or waiver of each of the following conditions: • Purchaser having consummated the Offer; and • no governmental authority having jurisdiction over any party to the Merger Agreement having issued any order, nor any applicable law or other legal restraint, injunction or prohibition being in effect that makes consummation of the Merger illegal or otherwise prohibited. The Offer Conditions are described in Section 15 – “Conditions of the Offer.” Conversion of Capital Stock at the Effective Time Shares Time, the separate corporate existence of Purchaser will cease, and NetSuite will continue as the surviving corporation (the “Surviving Corporation”). The Merger Agreement provides that, at the Effective Time, each Share issued and outstanding immediately prior to the Effective Time will be converted into the right to receive an amount equal to the Offer Price, in cash without interest thereon and subject to any required tax withholding (other than (i) Shares the “Merger Consideration”), payable to the holder thereof in accordance with the terms and conditions of the Merger Agreement, unless: • such Share is held by NetSuite as treasury stock or owned by ParentOracle, Purchaser, Parent or Purchaser or any other direct or indirect wholly-owned subsidiary of ParentNetSuite immediately prior to the Effective Time, in which case such Share will be canceled, and no payment will be made with respect thereto; • such Share is a Dissenting Share (ii) Shares owned by the Company or held as defined below in the Company’s treasury; (iii) following paragraph). The Merger Agreement provides that Shares owned by any direct or indirect wholly-owned subsidiary of that are issued and outstanding immediately prior to the Company, which shall be converted automatically into shares of common stock of the Surviving Corporation; Effective Time and (iv) Shares held by a holder stockholder who is entitled to and has properly exercises and perfects a demand for exercised appraisal rights of such Shares in accordance with Section 262 of the DGCLDGCL (such Section, and“Section 262,” and such Shares, until such time as such stockholder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under the DGCL with Table of Contents respect to such Shares, “Dissenting Shares”) will not be converted into or be exchangeable for the right to receive the Merger Consideration, but instead such holder will be entitled to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262. The Merger Agreement provides that, if any such holder shall have failed to perfect or shall have effectively withdrawn or lost the right to appraisal under Section 262 or if a court of competent jurisdiction determines that the holder is not entitled to the relief provided by Section 262, such Shares will be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, has neither effectively withdrawn nor lost such holder’s right to appraisal and payment under the DGCL with respect to such Shares) will be converted automatically into the right to receive the Offer Price in cashMerger Consideration for each Share, net of applicable withholding taxes and without any interest and will also cease to be outstanding and will automatically be cancelled and cease to exist and each holder of such Shares will only have the right to receive the Offer Pricethereon.

Principal Terms of the Merger. The Merger Agreement provides that, upon the terms and subject to the conditions set forth in that the Merger Agreementand the transactions contemplated thereby, as soon as practicable following the consummation of including the Offer (and on the same day as the consummation of the Offer) and subject to the absence of any governmental order, applicable law or other legal restraint or prohibition on the consummation of the Merger, Purchaser will be merged with and into the Company, with the Company continuing as the Surviving Corporation and as an indirect, wholly-owned subsidiary of Parent. The Merger will are to be governed by Section 251(h) of the DGCL. The certificate of incorporation DGCL and that the Merger will be effected without a vote of the Company’s stockholders. The Merger Agreement provides that the Merger will close as soon as practicable (and, in any event, within two business days) after satisfaction or, to the extent permitted by the Merger Agreement, waiver of all of the conditions to the Merger (including the condition that Purchaser shall have accepted for payment and paid for Shares validly tendered (and not withdrawn) pursuant to the Offer). The Merger Agreement provides that, as soon as practicable after the Surviving Corporation, will be amended and restated in its entirety at the effective time of the Merger to be in the form of the certificate of incorporation of Purchaser immediately prior to the effective time closing of the Merger, except the Company will file with the Delaware Secretary of State a certificate of merger (the “Certificate of Merger”). The Merger Agreement provides that the Merger will become effective on such date and at such time (ithe “Effective Time”) all references to as the name, date Certificate of incorporation, registered office and registered agent Xxxxxx has been duly filed with the Delaware Secretary of Purchaser therein State (or at such later time as may be changed to refer to agreed by the name, date parties that is specified in the Certificate of incorporation, registered office and registered agent, respectively, of the Company, (ii) any references naming the incorporator(sMerger), original board of directors or original subscribers for shares of Purchaser may be omitted, and (iii) any changes that will be necessary to comply with Parents’ obligations under the . The Merger Agreement regarding indemnification and exculpation of directors and officers may be made. The bylaws of the Companyprovides that, as the Surviving Corporation, will be amended and restated at the effective time of the Merger to be in the form of the bylaws of Purchaser as in effect immediately prior to the effective time of the Merger. In addition, the certificate of incorporation and the bylaws of the Surviving Corporation may be further amended to reflect certain indemnification obligations contemplated by the Merger Agreement. The obligations of the Company, Parent and Purchaser to complete the Merger are subject to the satisfaction or waiver of each of the following conditions: • Purchaser having consummated the Offer; and • no governmental authority having jurisdiction over any party to the Merger Agreement having issued any order, nor any applicable law or other legal restraint, injunction or prohibition being in effect that makes consummation of the Merger illegal or otherwise prohibited. The Offer Conditions are described in Section 15 – “Conditions of the Offer.” Conversion of Capital Stock at the Effective Time Shares Time, the separate existence of Purchaser will cease, and the Company will continue as the surviving corporation (the “Surviving Corporation”). The Merger Agreement provides that, at the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Purchaser, or any other direct or indirect wholly-owned subsidiary of Parent; (ii) Shares owned by the Company or held in the Company’s treasury; (iii) Shares owned by any direct or indirect wholly-owned subsidiary of the Company, which shall be converted automatically into shares of common stock of the Surviving Corporation; and (iv) Shares held by a holder who is entitled to and properly exercises and perfects a demand for appraisal of such Shares in accordance with Section 262 of the DGCL, and, as of the Effective Time, has neither effectively withdrawn nor lost such holder’s right to appraisal and payment under the DGCL with respect to such Shares) will be automatically converted automatically into the right to receive the Offer Price in cash, net of applicable withholding taxes and without interest and subject to any required tax withholding (the “Merger Consideration”), payable to the holder thereof in accordance with the terms and conditions of the Merger Agreement, unless: • such Share is held by the Company as treasury stock or owned by Oracle, Parent, Purchaser or any subsidiary of the Company immediately prior to the Effective Time, in which case such Share will also cease be canceled, and no payment will be made with respect thereto; or • such Share is a Dissenting Share (as defined below in the following paragraph). The Merger Agreement provides that Shares that are issued and outstanding immediately prior to be outstanding the Effective Time and will automatically be cancelled and cease to exist and each holder held by a stockholder who has properly exercised appraisal rights of such Shares in accordance with Section 262 of the Table of Contents DGCL (such Section, “Section 262,” and such Shares, until such time as such stockholder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under the DGCL with respect to such Shares, “Dissenting Shares”) will only have not be converted into or be exchangeable for the right to receive the Offer PriceMerger Consideration, but instead such holder will be entitled to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262. The Merger Agreement provides that, if any such holder fails to perfect, withdraws or loses such holder’s right to appraisal under Section 262 or if a court of competent jurisdiction determines that the holder is not entitled to the relief provided by Section 262, such Shares will be treated as if they had been converted, as of the Effective Time, into the right to receive the Merger Consideration for each Share, without any interest thereon upon surrender of such Certificate (as defined in the Merger Agreement) formerly representing such Share or transfer of such uncertificated Share as the case may be.

Principal Terms of the Merger. The Merger Agreement provides that the Merger will close as soon as practicable (and, in any event, within two business days) after satisfaction or, to the extent permitted by the Merger Agreement, waiver of all of the conditions to the Merger (including the condition that Purchaser shall have accepted for payment and paid for Table of Contents Shares validly tendered (and not withdrawn) pursuant to the Offer), provided that the closing will not occur earlier than 30 days following the date that a notice of short-form merger is sent to the stockholders of the Company. The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, as soon promptly as practicable following after the consummation of the Offer (and on the same day as the consummation of the Offer) and subject to the absence of any governmental order, applicable law or other legal restraint or prohibition on the consummation closing of the Merger, Purchaser the Company will be merged with and into the Company, file with the Company continuing as Maryland State Department of Assessments and Taxation (the Surviving Corporation and as an indirect, wholly-owned subsidiary “Maryland Department”) articles of Parentmerger (the “Articles of Merger”). The Merger Agreement provides that the Merger will become effective on such date and at such time (the “Effective Time”) as the Articles of Merger has been duly filed with the Maryland Department (or at such later time as may be governed agreed by Section 251(h) the parties that is specified in the Articles of the DGCLMerger). The certificate of incorporation of the Company, as the Surviving Corporation, will be amended and restated in its entirety at the effective time of the Merger to be in the form of the certificate of incorporation of Purchaser immediately prior to the effective time of the Merger, except that (i) all references to the name, date of incorporation, registered office and registered agent of Purchaser therein may be changed to refer to the name, date of incorporation, registered office and registered agent, respectively, of the Company, (ii) any references naming the incorporator(s), original board of directors or original subscribers for shares of Purchaser may be omitted, and (iii) any changes that will be necessary to comply with Parents’ obligations under the Merger Agreement regarding indemnification and exculpation of directors and officers may be made. The bylaws of the Companyprovides that, as the Surviving Corporation, will be amended and restated at the effective time of the Merger to be in the form of the bylaws of Purchaser as in effect immediately prior to the effective time of the Merger. In addition, the certificate of incorporation and the bylaws of the Surviving Corporation may be further amended to reflect certain indemnification obligations contemplated by the Merger Agreement. The obligations of the Company, Parent and Purchaser to complete the Merger are subject to the satisfaction or waiver of each of the following conditions: • Purchaser having consummated the Offer; and • no governmental authority having jurisdiction over any party to the Merger Agreement having issued any order, nor any applicable law or other legal restraint, injunction or prohibition being in effect that makes consummation of the Merger illegal or otherwise prohibited. The Offer Conditions are described in Section 15 – “Conditions of the Offer.” Conversion of Capital Stock at the Effective Time Shares Time, the separate corporate existence of Purchaser will cease, and the Company will continue as the surviving corporation (the “Surviving Corporation”). The Merger Agreement provides that, at the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Purchaser, or any other direct or indirect wholly-owned subsidiary of Parent; (ii) Shares owned by the Company or held in the Company’s treasury; (iii) Shares owned by any direct or indirect wholly-owned subsidiary of the Company, which shall be converted automatically into shares of common stock of the Surviving Corporation; and (iv) Shares held by a holder who is entitled to and properly exercises and perfects a demand for appraisal of such Shares in accordance with Section 262 of the DGCL, and, as of the Effective Time, has neither effectively withdrawn nor lost such holder’s right to appraisal and payment under the DGCL with respect to such Shares) will be automatically converted automatically into the right to receive the Offer Price in cash, net of applicable withholding taxes and without interest and will also cease an amount equal to be outstanding and will automatically be cancelled and cease to exist and each holder of such Shares will only have the right to receive the Offer Price., in cash without interest thereon and subject to any required tax withholding (the “Merger Consideration”), payable to the holder thereof in accordance with the terms and conditions of the Merger Agreement, unless: • such Share is held by the Company as treasury stock or owned by Oracle, Parent or Purchaser immediately prior to the Effective Time, in which case such Share will be canceled, and no payment will be made with respect thereto; or • such Share is held by any subsidiary of either the Company or Oracle (other than Parent or Purchaser) immediately prior to the Effective Time, in which case such Share will be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Corporation such that each such subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such subsidiary owned in the Company immediately prior to the Effective Time. The Merger Agreement provides that, pursuant to Maryland Law, no dissenters’ or appraisal rights will be available with respect to the Merger or any of the other transactions contemplated by the Merger Agreement