ARTICLE I THE MERGER 2 Section 1.1. The Merger 2 Section 1.2. Closing 2 Section 1.3. Effective Time 2 Section 1.4. Effects of the Merger 2 Section 1.5. Certificate of Incorporation and Bylaws of the Surviving Corporation 3 Section 1.6. Directors and...Agreement and Plan of Merger • April 1st, 2008 • Merisel Inc /De/ • Wholesale-computers & peripheral equipment & software • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of March 28, 2008 (the “Agreement”), among TU HOLDINGS, INC., a Delaware corporation (“Parent”), TU MERGER, INC., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and MERISEL, INC., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company is referred to herein as a “Party” and together they are referred to herein as “Parties”).
ContractCommitment Agreement • April 1st, 2008 • Merisel Inc /De/ • Wholesale-computers & peripheral equipment & software • Delaware
ContractVoting, Support and Redemption Agreement • April 1st, 2008 • Merisel Inc /De/ • Wholesale-computers & peripheral equipment & software • Delaware
VOTING, SUPPORT AND REDEMPTION AGREEMENT (this “Agreement”) dated as of March 28, 2008, between TU HOLDINGS, INC., a Delaware corporation (“Parent”), MERISEL, INC., a Delaware corporation (the “Company”), STONINGTON CAPITAL APPRECIATION 1994 FUND, L.P., a Delaware limited partnership (“Stonington”) and PHOENIX ACQUISITION COMPANY II, L.L.C., a Delaware limited liability company (“Phoenix” and, collectively with Stonington, the “Stockholder”).
