AGREEMENT AND PLAN OF MERGER BY AND AMONG THE MEN’S WEARHOUSE, INC., JAVA CORP. AND JOS. A. BANK CLOTHIERS, INC. DATED AS OF MARCH 11, 2014Merger Agreement • March 11th, 2014 • Bank Jos a Clothiers Inc /De/ • Retail-apparel & accessory stores • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 11, 2014, is by and among The Men’s Wearhouse, Inc., a Texas corporation (“Parent”), Java Corp., a Delaware corporation and an indirect, wholly-owned Subsidiary of Parent (“Purchaser”), and Jos. A. Bank Clothiers, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 3 TO RIGHTS AGREEMENTRights Agreement • March 11th, 2014 • Bank Jos a Clothiers Inc /De/ • Retail-apparel & accessory stores • Delaware
THIS AMENDMENT NO. 3 TO RIGHTS AGREEMENT (this “Amendment”), dated as of March 11, 2014, by and between JOS. A. BANK CLOTHIERS, INC., a Delaware corporation (the “Company”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, (“Rights Agent”), is made with reference to the following facts:
