AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among: ACCELRYS INC., a Delaware corporation; ALTO MERGER SUB, INC., a Delaware corporation; and SYMYX TECHNOLOGIES, INC., a Delaware corporation Dated as of April 5, 2010Merger Agreement • April 6th, 2010 • Accelrys, Inc. • Services-prepackaged software • Delaware
The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation. The Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the corporation. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws of the corporation.
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • April 6th, 2010 • Accelrys, Inc. • Services-prepackaged software • Delaware
This FIRST AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”), dated as of April 5, 2010, is made and entered into by and between ACCELRYS, INC. (formerly Pharmacopeia, Inc.), a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST CO., as rights agent (the “Rights Agent”). Capitalized terms not otherwise defined in this Amendment shall have the meaning ascribed to such terms in the Rights Agreement (as defined below).
