AGREEMENT AND PLAN OF MERGER by and among BLUE ACQUISITION HOLDING CORPORATION, BLUE ACQUISITION SUB, INC. and BURGER KING HOLDINGS, INC. dated as of September 2, 2010Merger Agreement • September 3rd, 2010 • Burger King Holdings Inc • Retail-eating places • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 2, 2010, is entered into by and among Blue Acquisition Holding Corporation, a Delaware corporation (“Parent”), Blue Acquisition Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”), and Burger King Holdings, Inc., a Delaware corporation (the ‘‘Company”). Each of Parent, Sub and the Company are referred to herein as a ‘‘Party” and together as “Parties”. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X.
AMENDMENT NO. 1, dated as of September 1, 2010 (this “Amendment”), to the Amended and Restated Employment Agreement (the “Employment Agreement”) by and between Burger King Corporation, a Florida corporation (together with any successor thereto, the...Employment Agreement • September 3rd, 2010 • Burger King Holdings Inc • Retail-eating places • Florida
WHEREAS, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 1, 2010, by and among Burger King Holdings, Inc., a Delaware corporation and parent company of the Company (“BHI”), Blue Acquisition Holding Corporation, a Delaware corporation (“Parent”), and Blue Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into BHI (the “Merger”) and BHI will become a wholly owned subsidiary of Parent;
