AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 30, 2012 BY AND AMONG FIDELITY NATIONAL FINANCIAL, INC., NEW ATHENA MERGER SUB, INC. FIDELITY NEWPORT HOLDINGS, LLC, (for the limited purposes set forth herein), AMERICAN BLUE RIBBON...Agreement and Plan of Merger • August 6th, 2012 • Fidelity National Financial, Inc. • Title insurance • Tennessee
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER is made by and among FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (“Parent”), NEW ATHENA MERGER SUB, INC., a Tennessee corporation and an indirect, wholly-owned Subsidiary of Parent (“Merger Sub”), solely for purposes of Section 9.14 FIDELITY NEWPORT HOLDINGS, LLC, a Delaware limited liability company and an indirect, majority-owned Subsidiary of Parent (the “Operating Company”), solely for purposes of Section 9.14 AMERICAN BLUE RIBBON HOLDINGS, INC., a Delaware corporation and an indirect, majority-owned Subsidiary of Parent (“Purchaser”), solely for purposes of Section 9.14 ATHENA MERGER SUB, INC., a Tennessee corporation and a direct, wholly-owned Subsidiary of Purchaser (“Old Merger Sub”), and J. ALEXANDER’S CORPORATION, a Tennessee corporation (the “Company”), as of July 30, 2012 (this “Agreement”), and amends and restates in its entirety the Agreement and Plan of Merger by and among Parent, the Operating Company,
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • August 6th, 2012 • Fidelity National Financial, Inc. • Title insurance • Colorado
This Confidentiality Agreement (“Agreement”) is made and entered into as of April 9, 2012 (“Effective Date”), by and between American Blue Ribbon Holdings, LLC, a Delaware limited liability company, with a principal place of business located at 400 West 48th Avenue, Denver, Colorado 80216 (“ABRH”), and J. Alexander’s Corporation, a Tennessee corporation, with a principal place of business located at 3401 West End Avenue, Suite 260, Nashville, Tennessee 37203 (“Company”).
