AGREEMENT AND PLAN OF MERGER among BMC SOFTWARE, INC., MALTA MERGER SUBSIDIARY, INC. and MARIMBA, INC. April 28, 2004Agreement and Plan of Merger • May 7th, 2004 • BMC Software Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of April 28, 2004 (this “Agreement”), is by and among BMC Software, Inc., a Delaware corporation (the “Parent”), Malta Merger Subsidiary, Inc., a Delaware corporation and a wholly owned direct subsidiary of the Parent (“Merger Sub”), and Marimba, Inc., a Delaware corporation (the “Company”). The Parent and Merger Sub are sometimes referred to herein as the “Parent Companies.”
FORM OF VOTING AGREEMENT April 28, 2004Form of Voting Agreement • May 7th, 2004 • BMC Software Inc • Services-prepackaged software • Delaware
For the purpose of inducing you to enter into (and to consummate the transactions contemplated by) an Agreement and Plan of Merger (the “Merger Agreement”) by and among BMC Software, Inc., a Delaware corporation (the “Parent”), Malta Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of the Parent (“Merger Sub”), and Marimba, Inc., a Delaware corporation (the “Company”), providing for the merger of Merger Sub with and into the Company (the “Merger”) upon the terms and subject to the conditions set forth in the Merger Agreement, the undersigned stockholder or stockholders of the Company (collectively, whether one or more, referred to as the “Stockholder”) confirms its agreement with you as follows:
