AGREEMENT AND PLAN OF MERGER by and among YELLOW BOOK USA, INC., TAPESTRY ACQUISITION, LLC, TRANSWESTERN HOLDINGS, L.P., for purposes of Sections 5.06, 7.01, 7.04, 10.06, 10.08, 10.09, 12.01, 12.03, 12.04 and 12.09 and Article IX only, TWP REP CO.,...Merger Agreement • June 13th, 2005 • Yell Finance Bv • Miscellaneous publishing • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of May 16, 2005, by and among Yellow Book USA, Inc., a Delaware corporation (“Buyer”), Tapestry Acquisition, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Buyer (“Merger Sub”), TransWestern Holdings, L.P., a Delaware limited partnership (the “Partnership”), for purposes of Sections 5.06, 7.01, 7.04, 10.06, 10.08, 10.09, 12.01, 12.03, 12.04 and 12.09 and Article IX only, TWP Rep Co., LLC, as representative of the Sellers (in such capacity, the “Representative”), and, for purposes of Sections 5.08, 7.03, 7.08 and 7.09 only, Yell Group Plc, a public limited company organized under the laws of England and Wales (“Yell”) with company number 04180320. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XI.
