AGREEMENT AND PLAN OF MERGER AMONG USA INTERACTIVE, GEFFEN ACQUISITION SUB INC., UDATE.COM, INC. AND, FOR THE PURPOSES OF SECTION 7.8 AND ARTICLES X AND XI HEREOF, TERRENCE LEE ZEHRER AND ATLAS TRUST COMPANY (JERSEY) LIMITED, AS TRUSTEE OF THE...Agreement and Plan of Merger • December 30th, 2002 • Usa Interactive • Television broadcasting stations • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of December 19, 2002 (this "Agreement"), among USA Interactive, a Delaware corporation ("Parent"), Geffen Acquisition Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), uDate.com, Inc., a Delaware corporation (the "Company"), and, for purposes of Section 7.8 and Articles X and XI hereof, Terrence Lee Zehrer, an individual ("Zehrer") and Atlas Trust Company (Jersey) Limited (the "Trustee"), as trustee of the Internet Investments Inc. Employee Shares Trust.
STOCKHOLDERS' AGREEMENTStockholders' Agreement • December 30th, 2002 • Usa Interactive • Television broadcasting stations • Delaware
This STOCKHOLDERS' AGREEMENT (the "Agreement"), dated as of this 19th day of December, 2002, is entered into by and among USA Interactive, a Delaware corporation ("Parent"), Terrence Lee Zehrer ("Zehrer"), an individual, and Atlas Trust Company (Jersey) Limited, a Jersey trust company, as trustee of Internet Investments Inc. Employee Shares Trust ("Atlas" and, together with Zehrer, the "Stockholders").
