AGREEMENT AND PLAN OF MERGER among SAP America, Inc., Sheffield Acquisition Corp. and Sybase, Inc. Dated as of May 12, 2010Merger Agreement • May 13th, 2010 • Sybase Inc • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of May 12, 2010 (this “Agreement”), is by and among SAP America, Inc., a Delaware corporation (“Parent”), Sheffield Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (the “Purchaser”), and Sybase, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
AMENDMENT NO. 2 TO PREFERRED STOCK RIGHTS AGREEMENTPreferred Stock Rights Agreement • May 13th, 2010 • Sybase Inc • Services-prepackaged software • Delaware
This Amendment No. 2 to Preferred Stock Rights Agreement (this “Amendment”), dated as of May 12, 2010, between Sybase, Inc., a Delaware corporation (the “Company”), and American Stock Transfer and Trust Company, as Rights Agent (the “Rights Agent”), amends that certain Preferred Stock Rights Agreement, dated as of July 31, 2002, as amended by that certain Amendment No. 1 to Preferred Stock Rights Agreement dated as of February 14, 2005 (as so amended, the “Rights Agreement”).
