STOCK PURCHASE AND MERGER AGREEMENT BY AND AMONG ATHLACTION TOPCO, LLC, VISTA BLOCKER SELLERS, VISTA EQUITY PARTNERS MANAGEMENT, LLC, AS SELLERS’ REPRESENTATIVE, GLOBAL PAYMENTS INC., ATHENS MERGER SUB, LLC, AND VISTA AIVs AND VISTA GPs, SOLELY FOR...Stock Purchase and Merger Agreement • August 8th, 2017 • Global Payments Inc • Services-business services, nec • Delaware
Page ARTICLE 1 DEFINITIONS 1.1 Definitions 2 1.2 Cross References 2 ARTICLE 2 PURCHASE AND SALE OF EQUITY INTERESTS 14 2.1 Purchase and Sale of Vista Blocker Shares and Merger 14 2.2 Purchase Price 14 2.3 Closing Transactions 14 2.4 Repaid Indebtedness; Transaction Expenses 14 2.5 Conversion of Units of the Company; Payment and Exchange; Surviving Entity 14 2.6 Indebtedness and Transaction Expenses Adjustment 14 2.7 Purchase Price Allocation 14 2.8 Withholding 14 ARTICLE 3 CONDITIONS TO CLOSING 21 3.1 Conditions to the Obligations of the Sellers and the Company 21 3.2 Conditions to Purchaser’s and Merger Sub’s Obligations 21 ARTICLE 4 COVENANTS PRIOR TO CLOSING 24 4.1 Affirmative Covenants 24 4.2 Negative Covenants 24 4.3 Exclusivity 24 4.4 Efforts 24 4.5 Regulatory Approval 24 4.6 Contact with Employees; Customers and Suppliers 24 4.7 Consents 24 4.8 Termination of Affiliate Agreements 24 4.9 Transition Services Agreement 24 4.10 Section 280
