AGREEMENT AND PLAN OF MERGER by and among AXIO HOLDINGS LLC AXIO ACQUISITION CORP. and ACXIOM CORPORATION Dated as of May 16, 2007Merger Agreement • May 22nd, 2007 • Acxiom Corp • Services-computer processing & data preparation • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 16, 2007 by and among Axio Holdings LLC a Delaware limited liability company (“Newco”), Axio Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Newco (“Merger Sub”), and Acxiom Corporation, a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.
VOTING AGREEMENTVoting Agreement • May 22nd, 2007 • Acxiom Corp • Services-computer processing & data preparation • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of May 16, 2007 by and between Acxiom Corporation, a Delaware corporation (the “Company”), and the undersigned stockholder (“Stockholder”) in the Company. Certain capitalized terms used in this Agreement are defined in Section 6 hereof and certain other capitalized terms used in this Agreement that are not defined herein shall have the respective meanings given to such terms in the Merger Agreement (as defined below).
AMENDMENT NO. 2 TO AGREEMENTAgreement • May 22nd, 2007 • Acxiom Corp • Services-computer processing & data preparation
This Amendment No. 2 to Agreement (this "Amendment") is made and entered into as of May 16, 2007, by and among Acxiom Corporation (the "Company" or “Acxiom”), on the one hand, and VA Partners, LLC, ValueAct Capital Master Fund, L.P., ValueAct Capital Management, L.P., ValueAct Capital Management, LLC (collectively, the “ValueAct Group"), on the other hand. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below).
