AGREEMENT AND PLAN OF MERGER by and among IAC/INTERACTIVECORP, BUZZ MERGER SUB INC. and CARE.COM, INC. Dated as of December 20, 2019Merger Agreement • January 13th, 2020 • Iac/Interactivecorp • Retail-retail stores, nec • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of December 20, 2019 (this "Agreement"), is made by and among IAC/InterActiveCorp, a Delaware corporation ("Parent"), Buzz Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and Care.com, Inc., a Delaware corporation (the "Company"). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement.
Re: Confidentiality AgreementConfidentiality Agreement • January 13th, 2020 • Iac/Interactivecorp • Retail-retail stores, nec • Delaware
In connection with the consideration by IAC/InterActiveCorp (“you” or “IAC”) of a possible negotiated transaction with (a “Possible Transaction”) Care.com, Inc. and/or its subsidiaries (collectively, with such subsidiaries, the “Company”), the Company is prepared to make available to IAC and its Representatives (as hereinafter defined) certain information concerning the business, financial condition, operations, assets and liabilities of the Company. In connection with a Possible Transaction, IAC may also disclose certain confidential, non-public, and/or proprietary information in respect of IAC and/or its affiliates. A party disclosing information to the other and/or its Representatives shall be known as the “Disclosing Party”; a party receiving information from a Disclosing Party and/or Representatives shall be known as the “Receiving Party,” as the case may be. As a condition to such information being furnished to the Receiving Party and its Representatives, the Receiving Party agre
