AGREEMENT AND PLAN OF MERGER by and among The Talbots, Inc., TLB Holdings LLC, and TLB Merger Sub Inc. dated as of May 30, 2012Merger Agreement • June 1st, 2012 • Talbots Inc • Retail-women's clothing stores • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 30, 2012, is entered into by and among TLB Holdings LLC, a Delaware limited liability company (“Parent”), TLB Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”), and The Talbots, Inc., a Delaware corporation (the “Company”). Each of Parent, Sub and the Company are referred to herein as a “Party” and together as “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X.
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • June 1st, 2012 • Talbots Inc • Retail-women's clothing stores • Delaware
This Amendment No. 1 to Rights Agreement (this “Amendment”), dated as of May 30, 2012, between The Talbots, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”), amends that certain Rights Agreement, dated as of August 1, 2011 (the “Rights Agreement”).
