AGREEMENT AND PLAN OF MERGER by and among JDS UNIPHASE CORPORATION, JDSU ACQUISITION VII, INC., and ACTERNA INC. May 23, 2005Agreement and Plan of Merger • May 26th, 2005 • JDS Uniphase Corp /Ca/ • Semiconductors & related devices • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 23, 2005 (“Agreement Date”) by and among (i) Acterna Inc., a Delaware corporation (the “Company”), (ii) JDS Uniphase Corporation, a Delaware corporation (“Parent”), (iii) JDSU Acquisition VII, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and (iv) for the limited purpose of agreeing to perform the duties specified in Section 3.09, Section 3.10 and Article 10, Antelope Indemnity Holdings, LLC, a Delaware limited liability company (the “Representative”). Parent, Merger Sub and the Company are referred to herein collectively as the “Parties” or individually as a “Party.”
