AGREEMENT AND PLAN OF MERGERMerger Agreement • May 30th, 2014 • Avista Corp • Electric & other services combined • Washington
THIS AGREEMENT AND PLAN OF MERGER dated as of May 29, 2014 (the “Agreement”) among Cofely USA Inc., a Delaware corporation (“Purchaser”), Cofely Everest Inc., a Washington corporation which is a direct wholly owned Subsidiary of Purchaser (“Merger Sub”), Ecova, Inc., a Washington corporation (the “Company”), Avista Capital, Inc., Insight Capital Partners (Cayman) III, L.P., Insight Capital Partners III - Co-Investors, L.P., Insight Capital Partners III, L.P., Insight Venture Partners (Cayman) VI, L.P., Insight Venture Partners VI (Co-Investors), L.P., and Insight Venture Partners VI, L.P. as the Principal Shareholders, Avista Capital, Inc., as the Shareholders’ Representative (the “Shareholders’ Representative”), and, for purposes of Section 11.1, GDF SUEZ Energie Services International S.A., a société anonyme organized under the laws of Belgium (“Purchaser Parent”).
