AGREEMENT AND PLAN OF MERGER dated as of November 2, 2006 among STELLENT, INC. ORACLE SYSTEMS CORPORATION and STAR ACQUISITION CORP.Merger Agreement • November 9th, 2006 • Oracle Corp • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of November 2, 2006 among Stellent, Inc., a Minnesota corporation (the “Company”), Oracle Systems Corporation, a Delaware corporation (“Parent”), and Star Acquisition Corp., a Minnesota corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
ESCROW AGREEMENTEscrow Agreement • November 9th, 2006 • Oracle Corp • Services-prepackaged software • Delaware
ESCROW AGREEMENT (this “Agreement”) dated as of November 2, 2006 among Oracle Systems Corporation, a Delaware corporation (“Parent”), Star Acquisition Corp., a Minnesota corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), each individual listed on Annex I (each, a “Shareholder”), each an owner of Company Common Stock of Stellent, Inc., a Minnesota corporation (the “Company”), and Citigroup Global Markets Inc. (the “Escrow Agent”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • November 9th, 2006 • Oracle Corp • Services-prepackaged software • Delaware
TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of November 2, 2006 between Oracle Systems Corporation, a Delaware corporation (“Parent”), Star Acquisition Corp., a Minnesota corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), and each individual listed on Annex I (each, a “Shareholder”), each an owner of Company Common Stock of Stellent, Inc., a Minnesota corporation (the “Company”).
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • November 9th, 2006 • Oracle Corp • Services-prepackaged software • Minnesota
Amendment, dated as of November 2, 2006, between Stellent, Inc., a Minnesota corporation (the “Company”), and Wells Fargo Bank Minnesota, N.A. as Rights Agent (the “Rights Agent”), to the Rights Agreement dated as of May 29, 2002 (the “Rights Agreement”).
