STOCKHOLDER TENDER AGREEMENTStockholder Tender Agreement • October 14th, 2008 • Ashworth Inc • Men's & boys' furnishgs, work clothg, & allied garments • Delaware
THIS STOCKHOLDER TENDER AGREEMENT (this “Agreement”) is entered into as of October 13, 2008, by and between Taylor Made Golf Company, Inc., a Delaware corporation (“Parent”), on the one hand, and David M. Meyer, Michael S. Koeneke, Knightspoint Partners II, L.P., Knightspoint Capital Management II LLC, Knightspoint Partners, LLC, Ramius Value and Opportunity Master Fund Ltd (f/k/a Starboard Value & Opportunity Master Fund, Ltd) and Parche, LLC (each a “Stockholder” and collectively, the “Stockholders”), on the other hand.
AGREEMENT AND PLAN OF MERGER among TAYLOR MADE GOLF COMPANY, INC., PHX ACQUISITION CORP. and ASHWORTH, INC. Dated as of October 13, 2008Merger Agreement • October 14th, 2008 • Ashworth Inc • Men's & boys' furnishgs, work clothg, & allied garments • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 13, 2008, is by and among TAYLOR MADE GOLF COMPANY, INC., a Delaware corporation (“Parent”), PHX ACQUISITION CORP., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and ASHWORTH, INC., a Delaware corporation (the “Company”).
