AGREEMENT AND PLAN OF MERGER BY AND AMONG ASCENTIAL SOFTWARE CORPORATION, GREEK ACQUISITION CORPORATION AND MERCATOR SOFTWARE, INC. Dated as of August 2, 2003Merger Agreement • August 5th, 2003 • Ascential Software Corp • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 2, 2003 (this “Agreement”), by and among Ascential Software Corporation, a Delaware corporation (“Parent”), Greek Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), and Mercator Software, Inc., a Delaware corporation (the “Company”). As used in this Agreement, capitalized terms have the meanings ascribed to them in Article VIII.
STOCK TENDER AGREEMENTStock Tender Agreement • August 5th, 2003 • Ascential Software Corp • Services-prepackaged software • Delaware
STOCK TENDER AGREEMENT (this “Agreement”), dated as of August 2, 2003, by and among Ascential Software Corporation, a Delaware corporation (“Parent”), Greek Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), and each of Ernest E. Keet, Roy C. King, Constance F. Galley, James P. Schadt, Dennis G. Sisco, Mark C. Stevens, Michael E. Lehman, Kenneth J. Hall, David S. Linthicum, Mark W. Register, Thracy P.Varvoglis, Jill M. Donohoe, Michael J. Collins, David L. Goret, Ronald R. Smith and Greg O’Brien (each a “Stockholder and collectively, the “Stockholders”). Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.
COMMON STOCK OPTION AGREEMENTStock Option Agreement • August 5th, 2003 • Ascential Software Corp • Services-prepackaged software • Delaware
STOCK OPTION AGREEMENT, dated as of August 2, 2003, by and among Ascential Software Corporation, a Delaware corporation (“Parent”), Greek Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (the “Purchaser”), and Mercator Software, Inc., a Delaware corporation (the “Company”).
