AGREEMENT AND PLAN OF MERGER BY AND AMONG AUTODESK, INC. ALIAS SYSTEMS HOLDINGS INC. MAYTAG ACQUISITION CORPORATION ACCEL-KKR COMPANY, LLC ONTARIO TEACHERS’ PENSION PLAN BOARD AND WITH RESPECT TO ARTICLES VIII, IX AND X ONLY ACCEL-KKR COMPANY, LLC AS...Section Reference in Agreement • December 7th, 2005 • Autodesk Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of October 4, 2005 by and among Autodesk, Inc., a Delaware corporation (“Parent”), Maytag Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), Alias Systems Holdings Inc., a Delaware corporation (the “Company”), Accel-KKR Company, LLC, a Delaware limited liability company (“Accel-KKR”) and Ontario Teachers’ Pension Plan Board, an Ontario corporation (which, along with Accel-KKR, is a “Principal Stockholder,” and collectively, the “Principal Stockholders”), with respect to Article VIII, Article IX and Article X hereof only, Accel-KKR Company, LLC as stockholder representative (the “Stockholder Representative”), and Computershare Trust Company, Inc. as Escrow Agent.
