THE MERGER SECTION 2.1. THE MERGER............................................... 4 SECTION 2.2. EFFECTIVE TIME........................................... 4 SECTION 2.3. EFFECTS OF THE MERGER.................................... 4 SECTION 2.4. ARTICLES...Merger Agreement • February 23rd, 1996 • Marriott International Inc • Retail-eating places • Delaware
OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF FORUM GROUP, INC. BY FG ACQUISITION CORP. A WHOLLY OWNED INDIRECT SUBSIDIARY OF MARRIOTT INTERNATIONAL, INC. AT $13.00 NET PER SHARE...Offer to Purchase • February 23rd, 1996 • Marriott International Inc • Retail-eating places
1. Certain Definitions. Capitalized terms used and not defined ------------------- herein have the respective meanings ascribed to them in the Merger Agreement. In addition, for purposes of this Agreement:Merger Agreement • February 23rd, 1996 • Marriott International Inc • Retail-eating places • Delaware
AGREEMENT AND IRREVOCABLE PROXY THIS AGREEMENT AND IRREVOCABLE PROXY (this "Agreement"), dated as of February 15, 1996, is by and among MARRIOTT INTERNATIONAL, INC., a Delaware corporation ("PARENT"), FG ACQUISITION CORP., an Indiana corporation and a...Agreement and Irrevocable Proxy • February 23rd, 1996 • Marriott International Inc • Retail-eating places • Delaware
