As soon as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article 6, the parties hereto shall cause the Merger to be consummated by filing a certificate of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the
As a result of the Merger, the separate corporate existence of Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub shall be merged with and into the Company. NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this AgreementĪnd intending to be legally bound hereby, the parties hereto agree as follows: Respective business strategies and is in the best interest of their respective stockholders, and Parent has approved this Agreement and the Merger as the sole stockholder of Merger Sub. WHEREAS, the respective Boards of Directors of Parent and the Company have determined that the Merger is in furtherance of and consistent with their ) upon the terms and subject to the conditions of this Agreement and in accordance with the General Corporation Law of the State of Delaware (the WHEREAS, the respective Boards of Directors of Parent, Merger Sub and the Company have approved and declared advisable the merger of Merger Sub with and ), and YURY PRILUTSKY, as agent for the holders of Equity Interests of the Company (the ), FORT KNOX MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (
TESSERA TECHNOLOGIES INC MEMORY DISK SALE TRIAL
Governing Law Consent to Jurisdiction Waiver of Trial by JuryĪGREEMENT AND PLAN OF MERGER, dated as of January 31, 2008 (this ∺greement), by andĪmong TESSERA TECHNOLOGIES, INC., a Delaware corporation ( Termination, Amendment and WaiverĬharacterization of Indemnity and Milestone PaymentsĮxercise of Remedies by Indemnitees other than Parent
Indemnification of Company Directors and OfficersĬonditions to Obligations of Each Party Under This AgreementĪdditional Conditions to Obligations of Parent and Merger SubĪdditional Conditions to Obligations of the CompanyĪrticle 7. Restricted Stock Issuance and Option Grants Written Consent in Lieu of Stockholders Meeting Ownership of Merger Sub No Prior ActivitiesĬonduct of Business by the Company Pending the Closing Organization and Qualification Subsidiaries Representations and Warranties of Parent and Merger Sub Liabilities Insolvency Accounts ReceivableĪrticle 4. Permits Compliance With Law Statutory Demand No Conflict Required Filings and Consents Representations and Warranties of the CompanyĬertificate of Incorporation and By-laws Corporate Books, Records, Statutory Books and Powers of Attorney Conversion of Securities Exchange of CertificatesĪrticle 3. TESSERA TECHNOLOGIES INC - 10-K - 20080229 - EXHIBIT_2Īrticle 2. The following is an excerpt from a 10-K SEC Filing, filed by TESSERA TECHNOLOGIES INC on. TESSERA TECHNOLOGIES INC - Annual Report (10-K) EXHIBIT 2.4
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