AGREEMENT AND PLAN OF MERGER by and between DELL INC., DII — HOLDINGS INC. and PEROT SYSTEMS CORPORATION September 20, 2009Agreement and Plan of Merger • September 21st, 2009 • Dell Inc • Electronic computers • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of September 20, 2009 by and among Dell Inc., a Delaware corporation (“Parent”), DII — Holdings Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Parent (“Merger Sub”), and Perot Systems Corporation, a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to herein as a “Party” and collectively as the “Parties.” An index of terms defined in this Agreement is set forth on Annex A attached hereto.
FORM OF TENDER AND VOTING AGREEMENTTender and Voting Agreement • September 21st, 2009 • Dell Inc • Electronic computers • Delaware
This TENDER AND VOTING AGREEMENT (this “Agreement”) dated September 20, 2009, among Dell Inc., a Delaware corporation (“Parent”), DII – Holdings Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), [STOCKHOLDER] (“Stockholder”), and Perot Systems Corporation, a Delaware corporation (“Company”).
