AGREEMENT AND PLAN OF MERGER By And Among EAGLE PARENT, INC., SUN5 MERGER SUB, INC., ACTIVANT GROUP INC. and THE STOCKHOLDERS' REPRESENTATIVE NAMED HEREINMerger Agreement • April 5th, 2011 • Activant Solutions Inc /De/ • Services-computer integrated systems design • New York
This AGREEMENT AND PLAN OF MERGER, dated as of April 4, 2011 (this “Agreement”), by and among Eagle Parent, Inc., a Delaware corporation (“Parent”), Sun5 Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Activant Group Inc., a Delaware corporation (the “Company”) and Hellman & Friedman Capital Partners V, L.P., a Delaware limited partnership, solely in its capacity as agent and attorney-in-fact for the Company's Stockholders and Common Optionholders (as defined herein) (the “Stockholders' Representative”).
