Common Contracts

2 similar Merger Agreement contracts by Inverness Medical Innovations Inc, Taleo Corp

Pro Forma Financial Information
Merger Agreement • March 19th, 2010 • Taleo Corp • Services-prepackaged software

On September 14, 2009, Taleo Corporation, (“the Company”) entered into an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”) to acquire Worldwide Compensation, Inc. (“WWC”), a private company with headquarters in California that provides compensation management solutions. In accordance with the terms of the Merger Agreement, the Company was to pay up to $16.0 million in cash, subject to adjustment for any outstanding debt, third-party expenses and certain other specified items, in exchange for all of the issued and outstanding capital stock, options and warrants of WWC that the Company did not already own. Fifteen percent (15%) of the consideration was to be placed into escrow for one year following the closing to be held as security for losses incurred by the Company in the event of certain breaches of the representations and warranties contained in the Merger Agreement or certain other events. Previously, in the third quarter of 2008, the Company made an inves

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INVERNESS MEDICAL INNOVATIONS, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Merger Agreement • September 5th, 2007 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances

On June 4, 2007, we entered into an Agreement and Plan of Reorganization (the “Merger Agreement”), pursuant to which we agreed to acquire Cholestech Corporation (“Cholestech”) through the merger of our wholly owned subsidiary, Iris Merger Sub, Inc., with and into Cholestech (the “Merger”). Cholestech is a leading provider of diagnostic tools and information for immediate risk assessment and therapeutic monitoring of heart disease and inflammatory disorders. The completion of the Merger is subject to various closing conditions, including obtaining the approval of Cholestech stockholders. The Merger is intended to qualify as a reorganization for United States federal income tax purposes and is expected to close during the third quarter of 2007.

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