ESCROW AGREEMENTEscrow Agreement • July 31st, 2000 • Adc Telecommunications Inc • Telephone & telegraph apparatus • Minnesota
THIS ESCROW AGREEMENT (the "Escrow Agreement) is made and entered into as of July 26, 2000, by and among ADC Telecommunications, Inc., a Minnesota corporation ("Parent"), Centigram Communications Corporation, a Delaware corporation (the "Company"), Wells Fargo Bank Minnesota, National Association, as escrow agent (the "Escrow Agent"), and Robert L. Puette (the "Stockholders' Representative").
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 31st, 2000 • Adc Telecommunications Inc • Telephone & telegraph apparatus • Delaware
This First Amendment (this "First Amendment"), dated as of this 29th day of June, 2000, amends that certain Agreement and Plan of Merger dated as of June 9, 2000, by and among ADC Telecommunications, Inc. ("ADC"), Poundstone Acquisition Corp. ("Poundstone") and Centigram Communications Corporation ("Centigram") (the "Merger Agreement"), which Merger Agreement provides for the acquisition of Centigram by ADC in accordance with the terms and conditions set forth therein.
AGREEMENT AND PLAN OF MERGER By and Among ADC Telecommunications, Inc., Poundstone Acquisition Corp. and Centigram Communications CorporationAgreement and Plan of Merger • July 31st, 2000 • Adc Telecommunications Inc • Telephone & telegraph apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated June 9, 2000, is made and entered into by and among ADC Telecommunications, Inc., a Minnesota corporation ("Parent"), Poundstone Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Centigram Communications Corporation, a Delaware corporation (the "Company"). Merger Sub and the Company are sometimes collectively referred to as the "Constituent Corporations."
