0000950123-10-081333 Sample Contracts

AMENDMENT AND SUPPLEMENT to the OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of 3PAR INC. at $24.30 Net Per Share by DELL TRINITY HOLDINGS CORP. an indirect, wholly-owned subsidiary of DELL INC.
Dell Inc • August 26th, 2010 • Electronic computers

The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of August 15, 2010, as amended by the Amendment to the Agreement and Plan of Merger, dated as of August 26, 2010 (as it may be further amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Dell, the Purchaser and 3PAR. The 3PAR Board of Directors has (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are advisable and in the best interests of and are fair to 3PAR and 3PAR’s stockholders and (ii) approved and authorized the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger. The 3PAR Board of Directors recommends that 3PAR’s stockholders accept the Offer, tender their Shares pursuant to the Offer and (to the extent necessary) adopt the Merger Agreement.

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AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER
The Agreement and Plan of Merger • August 26th, 2010 • Dell Inc • Electronic computers

This AMENDMENT (this “Amendment”) to the Agreement and Plan of Merger, dated as of August 15, 2010 (the “Merger Agreement”), by and among Dell Inc., a Delaware corporation (“Parent”), Dell Trinity Holdings Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition Sub”), and 3PAR Inc., a Delaware corporation (the “Company”), is made and entered into as of August 26, 2010 by and among Parent, Acquisition Sub and the Company.

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