STOCK EXCHANGE AND MERGER AGREEMENT, BY AND AMONG iVILLAGE INC., VIRTUE ACQUISITION CORPORATION 2, HEALTHCENTERSONLINE, INC. AND THE STOCKHOLDERS OF HEALTHCENTERSONLINE, INC. LISTED ON THE SIGNATURE PAGES HERETOStock Exchange and Merger Agreement • April 14th, 2005 • Ivillage Inc • Periodicals: publishing or publishing & printing • New York
This STOCK EXCHANGE AND MERGER AGREEMENT (this “Agreement”) is made and entered into as of April 8, 2005, by and among iVillage Inc., a Delaware corporation (“Parent”), Virtue Acquisition Corporation 2, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), HealthCentersOnline, Inc., a Delaware corporation (the “Company”), Joshua Hamby, as the Stockholders’ Agent and individually, and certain of the stockholders (each a “Signing Stockholder” and collectively the “Signing Stockholders”) of the Company, each as identified on Schedule A hereto as “Signing Stockholders.” Schedule B hereto sets forth a list of the terms defined herein and the section where the terms are defined.
1 EXHIBIT 1 STOCK EXCHANGE AND MERGER AGREEMENT THIS AGREEMENT made and entered into this 16th day of June 1998, by and between TIROL PINES (TIROL) a Nevada corporation with its Florida office at 384 NW 87th Road, Plantation, Florida 33324 and...Stock Exchange and Merger Agreement • January 6th, 2000 • International Environmental Management Inc • Wholesale-misc durable goods • Nevada
SECTION 2 REPRESENTATIONS AND WARRANTIES OF GOLDStock Exchange and Merger Agreement • April 17th, 2002 • Advanced Medical Technologies Inc/Canada • Non-operating establishments • Florida
