AGREEMENT AND PLAN OF MERGER BY AND AMONG TALEO CORPORATION, CAJUN ACQUISITION CORPORATION, LEARN.COM, INC., AND WITH RESPECT TO ARTICLES VII, VIII AND IX ONLY JAMES RILEY AS STOCKHOLDER REPRESENTATIVE AND U.S. BANK NATIONAL ASSOCIATION AS ESCROW...Merger Agreement • September 2nd, 2010 • Taleo Corp • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of September 1, 2010 by and among Taleo Corporation, a Delaware corporation (“Parent”), Cajun Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), Learn.com, Inc., a Delaware corporation (the “Company”), and with respect to ARTICLE VII, ARTICLE VIII and ARTICLE IX hereof only, James Riley, not in his individual capacity but solely as stockholder representative (the “Stockholder Representative”), and U.S. Bank National Association as escrow agent.
