AGREEMENT AND PLAN OF MERGER BY AND AMONG OCÉ N.V., ORANGE MERGER CORP. AND IMAGISTICS INTERNATIONAL INC. Dated as of September 15, 2005Merger Agreement • September 19th, 2005 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of September 15, 2005 (this “Agreement”), is by and among Océ N.V., a company organized under the laws of the Netherlands (“Parent”), Orange Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and Imagistics International Inc., a Delaware corporation (the “Company”).
STOCKHOLDER TENDER AND VOTING AGREEMENTStockholder Tender and Voting Agreement • September 19th, 2005 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • Delaware
This STOCKHOLDER TENDER AND VOTING AGREEMENT dated as of September 15, 2005 (as the same may be amended from time to time, this "Agreement") among Océ N.V., a company organized under the laws of the Netherlands ("Parent"), Orange Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"), and each individual listed on the signature pages of this Agreement (each, a "Stockholder" and collectively, the "Stockholders"), each an owner of Company Common Stock of Imagistics International, Inc., a Delaware corporation (the "Company").
SECOND AMENDMENT AGREEMENTSecond Amendment Agreement • September 19th, 2005 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • New York
WHEREAS, the Company proposes to enter into an Agreement and Plan of Merger, dated as of the date hereof (as amended from time to time, the “Merger Agreement”), by and among the Company, Orange N.V., a company organized under the laws of the Netherlands and Orange Merger Corp., a Delaware corporation and wholly owned subsidiary of Orange;
