AGREEMENT AND PLAN OF MERGER BY AND AMONG SSA GLOBAL TECHNOLOGIES, INC., GLOBETROT MERGER SUB, INC., AND MAGELLAN HOLDINGS, INC.Merger Agreement • May 24th, 2006 • Magellan Holdings, Inc. • Services-computer programming services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 14, 2006, is made by and among Magellan Holdings, Inc., a Georgia corporation (“Parent”), Globetrot Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Subsidiary”), and SSA Global Technologies, Inc., a Delaware corporation (the “Company”). Parent, Merger Subsidiary and the Company are each individually referred to herein as a “Party” and collectively as the “Parties”.
VOTING AGREEMENTVoting Agreement • May 24th, 2006 • Magellan Holdings, Inc. • Services-computer programming services • Delaware
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of May 14, 2006, by and among Magellan Holdings, Inc., a Georgia corporation (“Parent”), Globetrot Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), on the one hand, and each undersigned stockholder (each, a “Stockholder”) of SSA Global Technologies, Inc., a Delaware corporation (the “Company”), on the other hand. Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Merger Agreement described below.
VOTING AGREEMENTVoting Agreement • May 24th, 2006 • Magellan Holdings, Inc. • Services-computer programming services • Delaware
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of May 14, 2006, by and among Magellan Holdings, Inc., a Georgia corporation (“Parent”), Globetrot Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), on the one hand, and each undersigned stockholder (each, a “Stockholder”) of SSA Global Technologies, Inc., a Delaware corporation (the “Company”), on the other hand. Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Merger Agreement described below.
