AGREEMENT AND PLAN OF MERGER BY AND AMONG MACROVISION CORPORATION, ALL MEDIA GUIDE HOLDINGS, INC., ASPEN ACQUISITION CORP., DIGITAL ON-DEMAND, INC., A DELAWARE CORPORATION, AND DIGITAL ON-DEMAND, INC., A CALIFORNIA CORPORATION, AS REPRESENTATIVE...Merger Agreement • November 9th, 2007 • Macrovision Corp • Services-computer integrated systems design • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 5, 2007 (the “Agreement Date”) by and among Macrovision Corporation, a Delaware corporation (“Macrovision”), Aspen Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Macrovision (“Merger Sub”), All Media Guide Holdings, Inc., a Delaware corporation (the “Company”), Digital On-Demand, Inc., a Delaware corporation (the “Controlling Stockholder”), and Digital On-Demand, a California corporation, as Representative (and in its own capacity for purposes of the DOD License referenced herein), solely with respect to Article IX hereof and such other provisions hereof which specifically refer to such Representative in its capacity as such or in its own capacity (the “Representative”).
