AGREEMENT AND PLAN OF MERGER BY AND AMONG ADVENT SOFTWARE, INC., BIRDIE ACQUISITION LLC, BLACK DIAMOND PERFORMANCE REPORTING, LLC, AND, WITH RESPECT TO ARTICLE VII, ARTICLE VIII AND ARTICLE IX ONLY, REED COLLEY, AS THE SECURITYHOLDERS’ REPRESENTATIVE,...Agreement and Plan of Merger • May 16th, 2011 • Advent Software Inc /De/ • Services-computer programming services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 12, 2011 by and among Advent Software, Inc., a Delaware corporation (“Parent”), Birdie Acquisition LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub”), Black Diamond Performance Reporting, LLC, a Florida limited liability company (the “Company”), and, with respect to Article VII, Article VIII and Article IX only, Reed Colley, as exclusive representative of the Indemnifying Parties (as defined herein) (the “Securityholders’ Representative”), and U.S. Bank National Association, as escrow agent (the “Escrow Agent”).
