AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG TALEO CORPORATION, DOLPHIN ACQUISITION CORPORATION, PORPOISE ACQUISITION LLC, VURV TECHNOLOGY, INC., AND WITH RESPECT TO ARTICLES VII, VIII AND IX ONLY DEREK MERCER AS STOCKHOLDER REPRESENTATIVE AND...Agreement and Plan of Reorganization • May 7th, 2008 • Taleo Corp • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of May 5, 2008 by and among Taleo Corporation, a Delaware corporation (“Parent”), Dolphin Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), Porpoise Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“NewLLC”), Vurv Technology, Inc., a Delaware corporation (the “Company”), and with respect to Article VII, Article VIII and Article IX hereof only, Derek Mercer as stockholder representative (the “Stockholder Representative”), and U.S. Bank National Association as escrow agent.
