AGREEMENT AND PLAN OF MERGER Dated as of April 22, 2005 by and among INSTINET GROUP INCORPORATED, THE NASDAQ STOCK MARKET, INC. AND NORWAY ACQUISITION CORP.Merger Agreement • April 25th, 2005 • Instinet Group Inc • Security brokers, dealers & flotation companies • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 22, 2005 by and among The Nasdaq Stock Market, Inc., a Delaware corporation (“Buyer”), Norway Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Buyer (“Merger Sub”), and Instinet Group Incorporated, a Delaware corporation (the “Company”).
SUPPORT AGREEMENTSupport Agreement • April 25th, 2005 • Instinet Group Inc • Security brokers, dealers & flotation companies • Delaware
Each of the undersigned understands that The Nasdaq Stock Market, Inc., a Delaware corporation (“Buyer”), Norway Acquisition Corp., a Delaware corporation (“Merger Sub”) and Instinet Group Incorporated, a Delaware corporation (the “Company”), propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be from time to time amended, the “Merger Agreement”), providing for, among other things, a merger of Merger Sub with and into the Company (the “Merger”), in which all of the issued and outstanding shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) (together with the associated Company Rights and other than shares of Company Common Stock (a) held in treasury, (b) owned by Buyer, the Company or any of their respective wholly owned subsidiaries, or (c) as to which dissenters’ rights shall have been perfected) will be cancelled and converted into the right to receive an amount in cash as determined in accordance wi
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • April 25th, 2005 • Instinet Group Inc • Security brokers, dealers & flotation companies • Delaware
THIS AMENDMENT (this “Amendment”), dated as of April 22, 2005, is by and between Instinet Group Incorporated, a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).
PURCHASE AND SALE AGREEMENT Dated as of April 22, 2005 by and among INSTINET GROUP INCORPORATED, THE BANK OF NEW YORK, with respect to Sections 6.3(e) and 8.2(i) only, REUTERS AMERICA LLC, and with respect to Sections 6.3(e) and 8.2(i) only, REUTERS...Purchase and Sale Agreement • April 25th, 2005 • Instinet Group Inc • Security brokers, dealers & flotation companies • Delaware
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of April 22, 2005 by and among Instinet Group Incorporated, a Delaware corporation (“Seller”), The Bank of New York, a New York banking corporation (“Buyer”), with respect to Sections 6.3(e) and 8.2(i) only, Reuters America LLC, a Delaware limited liability company (“Parent”), and, with respect to Sections 6.3(e) and 8.1(i) only, Reuters Group PLC, a company organized under the laws of England and Wales.
