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Full Doc
 | 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (249K)
Doc #2516464: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
Dated as of September 17, 2006
among
SMITHFIELD FOODS, INC.,
KC2 MERGER SUB, INC.
and
PREMIUM STANDARD FARMS, INC.
TABLE OF CONTENTS
Page
ARTICLE I
THE MERGER
SECTION 1.01. The Merger
1
SECTION 1.02. Closing
1
. . .
2516464
|
 U.S. Bank, NA
As referenced in this Agreement and Plan of Merger:
U.S. Bank National Association – each case outstanding under the Second Amended and Restated Loan and Security Agreement, dated as of June 24, 2005 (the Company Loan Agreement), among the Company, two of its Subsidiaries, U.S. Bank National Association and the other lenders named therein and (B) not more than $3,000,000 of other indebtedness for borrowed money, including capital lease obligations. In addition, as of the date
_____________
dt 1643539
;
Citibank
As referenced in this Agreement and Plan of Merger:
Citibank, N.A. – Termination Fee or the Non-Clearance Termination Fee as applicable from the date such payment was required to be made until the date of payment at the prime rate of Citibank, N.A. , in effect on the date such payment was required to be made.
SECTION 5.08. Public Announcements. Except with respect to any Company Adverse Recommendation Change made in accordance
_____________
dt 1616601
;
|
Smithfield Foods
As referenced in this Agreement and Plan of Merger:
SMITHFIELD FOODS, INC. – exv2w1
EX-2.1 2 c08532exv2w1.htm AGREEMENT AND PLAN OF MERGER
Exhibit 2.1
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
Dated as of September 17, 2006
among
SMITHFIELD FOODS, INC. ,
KC2 MERGER SUB, INC.
and
PREMIUM STANDARD FARMS, INC.
TABLE OF CONTENTS
Page
ARTICLE I
THE MERGER
SECTION 1.01. The Merger
1
SECTION 1.02. Closing
1
SECTION
_____________
SMITHFIELD FOODS, INC. – 44
Tax
26
Tax Return
26
Taxing Authority
26
Termination Fee
53
Voting Agreement
1
v
AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of September 17, 2006, among SMITHFIELD FOODS, INC. , a Virginia corporation (Parent), KC2 MERGER SUB, INC., a Delaware corporation and a direct wholly owned Subsidiary of Parent (Merger Sub), and PREMIUM STANDARD FARMS, INC., a Delaware corporation (
_____________
Smithfield Foods, Inc. – delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):
if to Parent or Merger Sub, to:
Smithfield Foods, Inc.
200 Commerce Street
Smithfield, VA 23430
Fax: (757) 365-3025
Attention: C. Larry Pope
with a copy to:
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY
_____________
SMITHFIELD FOODS, INC. – WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this Agreement to be signed by their respective officers hereunto duly authorized, all as of the date first written above.
SMITHFIELD FOODS, INC.
By:
/s/ Richard J.M. Poulson
Name:
Richard J.M. Poulson
Title:
Executive Vice President
KC2 MERGER SUB, INC.
By:
/s/ Michael Cole
Name:
Michael Cole
Title:
Vice President
_____________
dt 1615723
;
 Paul Weiss
As referenced in this Agreement and Plan of Merger:
Paul, Weiss – 5837
Attention: Gerard J. Schulte
with copies to:
Sidley Austin LLP
One South Dearborn Street
Chicago, IL 60603
Fax: (312) 853-7036
Attention: John J. Sabl
Dennis V. Osimitz
and
Paul, Weiss , Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6065
Fax: (212) 757-3990
Attention: Robert B. Schumer
SECTION 8.03. Definitions. For purposes
_____________
dt 1642144
;
Simpson Thacher
As referenced in this Agreement and Plan of Merger:
Simpson Thacher – their terms are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by applicable Law) waiver of those conditions), at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Ave., New York, New York 10017, unless another time, date or place is agreed to in writing by Parent and the Company. The date
_____________
Simpson Thacher – the consummation of the Merger or any other material transactions contemplated by this Agreement that is reasonably likely to succeed.
(d) Tax Opinion. Parent shall have received the opinion of Simpson Thacher & Bartlett LLP, counsel to Parent, dated the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion which
_____________
Simpson Thacher – like notice):
if to Parent or Merger Sub, to:
Smithfield Foods, Inc.
200 Commerce Street
Smithfield, VA 23430
Fax: (757) 365-3025
Attention: C. Larry Pope
with a copy to:
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
Fax: (212) 455-2502
Attention: Robert E. Spatt
Maripat Alpuche
62
if to the Company, to:
Premium Standard Farms,
_____________
dt 1626583
|
Preview
Full Doc
| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (245K)
Doc #2516498: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
Dated as of September 17, 2006
among
SMITHFIELD FOODS, INC.,
KC2 MERGER SUB, INC.
and
PREMIUM STANDARD FARMS, INC.
TABLE OF CONTENTS
Page
ARTICLE I
THE MERGER
SECTION 1.01. The Merger
1
SECTION 1.02. Closing
1
SECTION 1.03. Effective Time
2
SECTION 1.04. Effects of the Merger
2
SECTION 1.05. Certificate of Incorporation and By-laws; . . .
2516498
|
U.S. Bank, NA
As referenced in this Agreement and Plan of Merger:
U.S. Bank National Association – each case outstanding under the Second Amended and Restated Loan and Security Agreement, dated as of June 24, 2005 (the Company Loan Agreement), among the Company, two of its Subsidiaries, U.S. Bank National Association and the other lenders named therein and (B) not more than $3,000,000 of other indebtedness for borrowed money, including capital lease obligations. In addition, as of the date
_____________
dt 1643540
;
Citibank
As referenced in this Agreement and Plan of Merger:
Citibank, N.A. – Termination Fee or the Non-Clearance Termination Fee as applicable from the date such payment was required to be made until the date of payment at the prime rate of Citibank, N.A. , in effect on the date such payment was required to be made.
SECTION 5.08. Public Announcements. Except with respect to any Company Adverse Recommendation Change made in accordance
_____________
dt 1616602
;
Smithfield Foods
As referenced in this Agreement and Plan of Merger:
SMITHFIELD FOODS, INC. – of Merger
EX-2.1 2 dex21.htm AGREEMENT AND PLAN OF MERGER
EXHIBIT 2.1
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
Dated as of September 17, 2006
among
SMITHFIELD FOODS, INC. ,
KC2 MERGER SUB, INC.
and
PREMIUM STANDARD FARMS, INC.
TABLE OF CONTENTS
Page
ARTICLE I
THE MERGER
SECTION 1.01. The Merger
1
SECTION 1.02. Closing
1
SECTION
_____________
SMITHFIELD FOODS, INC. – 44
Tax
26
Tax Return
26
Taxing Authority
26
Termination Fee
53
Voting Agreement
1
v
AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of September 17, 2006, among SMITHFIELD FOODS, INC. , a Virginia corporation (Parent), KC2 MERGER SUB, INC., a Delaware corporation and a direct wholly owned Subsidiary of Parent (Merger Sub), and PREMIUM STANDARD FARMS, INC., a Delaware corporation (
_____________
Smithfield Foods, Inc. – delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):
if to Parent or Merger Sub, to:
Smithfield Foods, Inc.
200 Commerce Street
Smithfield, VA 23430
Fax: (757) 365-3025
Attention: C. Larry Pope
with a copy to:
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY
_____________
SMITHFIELD FOODS, INC. – WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this Agreement to be signed by their respective officers hereunto duly authorized, all as of the date first written above.
SMITHFIELD FOODS, INC.
By:
/s/ Richard J.M. Poulson
Name:
Richard J. M. Poulson
Title:
Executive Vice President
KC2 MERGER SUB, INC.
By:
/s/ Michael Cole
Name:
Michael Cole
Title:
Vice President
_____________
dt 1615725
;
|
Paul Weiss
As referenced in this Agreement and Plan of Merger:
Paul, Weiss – 5837
Attention: Gerard J. Schulte
with copies to:
Sidley Austin LLP
One South Dearborn Street
Chicago, IL 60603
Fax: (312) 853-7036
Attention: John J. Sabl
Dennis V. Osimitz
and
Paul, Weiss , Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6065
Fax: (212) 757-3990
Attention: Robert B. Schumer
SECTION 8.03. Definitions. For purposes
_____________
dt 1642145
;
Simpson Thacher
As referenced in this Agreement and Plan of Merger:
Simpson Thacher – their terms are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by applicable Law) waiver of those conditions), at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Ave., New York, New York 10017, unless another time, date or place is agreed to in writing by Parent and the Company. The date
_____________
Simpson Thacher – the consummation of the Merger or any other material transactions contemplated by this Agreement that is reasonably likely to succeed.
(d) Tax Opinion. Parent shall have received the opinion of Simpson Thacher & Bartlett LLP, counsel to Parent, dated the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion which
_____________
Simpson Thacher – like notice):
if to Parent or Merger Sub, to:
Smithfield Foods, Inc.
200 Commerce Street
Smithfield, VA 23430
Fax: (757) 365-3025
Attention: C. Larry Pope
with a copy to:
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
Fax: (212) 455-2502
Attention: Robert E. Spatt
Maripat Alpuche
62
if to the Company, to:
Premium Standard Farms,
_____________
dt 1626585
|
Preview
Full Doc
| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (245K)
Doc #2516500: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
Dated as of September 17, 2006
among
SMITHFIELD FOODS, INC.,
KC2 MERGER SUB, INC.
and
PREMIUM STANDARD FARMS, INC.
TABLE OF CONTENTS
Page
ARTICLE I
THE MERGER
SECTION 1.01. The Merger
1
SECTION 1.02. Closing
1
SECTION 1.03. Effective Time
2
SECTION 1.04. Effects of the Merger
2
SECTION 1.05. Certificate of Incorporation and By-laws; . . .
2516500
|
U.S. Bank, NA
As referenced in this Agreement and Plan of Merger:
U.S. Bank National Association – each case outstanding under the Second Amended and Restated Loan and Security Agreement, dated as of June 24, 2005 (the Company Loan Agreement), among the Company, two of its Subsidiaries, U.S. Bank National Association and the other lenders named therein and (B) not more than $3,000,000 of other indebtedness for borrowed money, including capital lease obligations. In addition, as of the date
_____________
dt 1643541
;
Citibank
As referenced in this Agreement and Plan of Merger:
Citibank, N.A. – Termination Fee or the Non-Clearance Termination Fee as applicable from the date such payment was required to be made until the date of payment at the prime rate of Citibank, N.A. , in effect on the date such payment was required to be made.
SECTION 5.08. Public Announcements. Except with respect to any Company Adverse Recommendation Change made in accordance
_____________
dt 1616603
;
|
Smithfield Foods
As referenced in this Agreement and Plan of Merger:
SMITHFIELD FOODS, INC. – of Merger
EX-2.1 2 dex21.htm AGREEMENT AND PLAN OF MERGER
EXHIBIT 2.1
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
Dated as of September 17, 2006
among
SMITHFIELD FOODS, INC. ,
KC2 MERGER SUB, INC.
and
PREMIUM STANDARD FARMS, INC.
TABLE OF CONTENTS
Page
ARTICLE I
THE MERGER
SECTION 1.01. The Merger
1
SECTION 1.02. Closing
1
SECTION
_____________
SMITHFIELD FOODS, INC. – 44
Tax
26
Tax Return
26
Taxing Authority
26
Termination Fee
53
Voting Agreement
1
v
AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of September 17, 2006, among SMITHFIELD FOODS, INC. , a Virginia corporation (Parent), KC2 MERGER SUB, INC., a Delaware corporation and a direct wholly owned Subsidiary of Parent (Merger Sub), and PREMIUM STANDARD FARMS, INC., a Delaware corporation (
_____________
Smithfield Foods, Inc. – delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):
if to Parent or Merger Sub, to:
Smithfield Foods, Inc.
200 Commerce Street
Smithfield, VA 23430
Fax: (757) 365-3025
Attention: C. Larry Pope
with a copy to:
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY
_____________
SMITHFIELD FOODS, INC. – WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this Agreement to be signed by their respective officers hereunto duly authorized, all as of the date first written above.
SMITHFIELD FOODS, INC.
By:
/s/ Richard J.M. Poulson
Name:
Richard J. M. Poulson
Title:
Executive Vice President
KC2 MERGER SUB, INC.
By:
/s/ Michael Cole
Name:
Michael Cole
Title:
Vice President
_____________
dt 1615727
;
Paul Weiss
As referenced in this Agreement and Plan of Merger:
Paul, Weiss – 5837
Attention: Gerard J. Schulte
with copies to:
Sidley Austin LLP
One South Dearborn Street
Chicago, IL 60603
Fax: (312) 853-7036
Attention: John J. Sabl
Dennis V. Osimitz
and
Paul, Weiss , Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6065
Fax: (212) 757-3990
Attention: Robert B. Schumer
SECTION 8.03. Definitions. For purposes
_____________
dt 1642146
;
Simpson Thacher
As referenced in this Agreement and Plan of Merger:
Simpson Thacher – their terms are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by applicable Law) waiver of those conditions), at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Ave., New York, New York 10017, unless another time, date or place is agreed to in writing by Parent and the Company. The date
_____________
Simpson Thacher – the consummation of the Merger or any other material transactions contemplated by this Agreement that is reasonably likely to succeed.
(d) Tax Opinion. Parent shall have received the opinion of Simpson Thacher & Bartlett LLP, counsel to Parent, dated the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion which
_____________
Simpson Thacher – like notice):
if to Parent or Merger Sub, to:
Smithfield Foods, Inc.
200 Commerce Street
Smithfield, VA 23430
Fax: (757) 365-3025
Attention: C. Larry Pope
with a copy to:
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
Fax: (212) 455-2502
Attention: Robert E. Spatt
Maripat Alpuche
62
if to the Company, to:
Premium Standard Farms,
_____________
dt 1626587
|
Preview
Full Doc
| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (245K)
Doc #2516502: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
Dated as of September 17, 2006
among
SMITHFIELD FOODS, INC.,
KC2 MERGER SUB, INC.
and
PREMIUM STANDARD FARMS, INC.
TABLE OF CONTENTS
Page
ARTICLE I
THE MERGER
SECTION 1.01. The Merger
1
SECTION 1.02. Closing
1
SECTION 1.03. Effective Time
2
SECTION 1.04. Effects of the Merger
2
SECTION 1.05. Certificate of Incorporation and By-laws; . . .
2516502
|
U.S. Bank, NA
As referenced in this Agreement and Plan of Merger:
U.S. Bank National Association – each case outstanding under the Second Amended and Restated Loan and Security Agreement, dated as of June 24, 2005 (the Company Loan Agreement), among the Company, two of its Subsidiaries, U.S. Bank National Association and the other lenders named therein and (B) not more than $3,000,000 of other indebtedness for borrowed money, including capital lease obligations. In addition, as of the date
_____________
dt 1643542
;
Citibank
As referenced in this Agreement and Plan of Merger:
Citibank, N.A. – Termination Fee or the Non-Clearance Termination Fee as applicable from the date such payment was required to be made until the date of payment at the prime rate of Citibank, N.A. , in effect on the date such payment was required to be made.
SECTION 5.08. Public Announcements. Except with respect to any Company Adverse Recommendation Change made in accordance
_____________
dt 1616604
;
Smithfield Foods
As referenced in this Agreement and Plan of Merger:
SMITHFIELD FOODS, INC. – of Merger
EX-2.1 2 dex21.htm AGREEMENT AND PLAN OF MERGER
EXHIBIT 2.1
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
Dated as of September 17, 2006
among
SMITHFIELD FOODS, INC. ,
KC2 MERGER SUB, INC.
and
PREMIUM STANDARD FARMS, INC.
TABLE OF CONTENTS
Page
ARTICLE I
THE MERGER
SECTION 1.01. The Merger
1
SECTION 1.02. Closing
1
SECTION
_____________
SMITHFIELD FOODS, INC. – 44
Tax
26
Tax Return
26
Taxing Authority
26
Termination Fee
53
Voting Agreement
1
v
AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of September 17, 2006, among SMITHFIELD FOODS, INC. , a Virginia corporation (Parent), KC2 MERGER SUB, INC., a Delaware corporation and a direct wholly owned Subsidiary of Parent (Merger Sub), and PREMIUM STANDARD FARMS, INC., a Delaware corporation (
_____________
Smithfield Foods, Inc. – delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):
if to Parent or Merger Sub, to:
Smithfield Foods, Inc.
200 Commerce Street
Smithfield, VA 23430
Fax: (757) 365-3025
Attention: C. Larry Pope
with a copy to:
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY
_____________
SMITHFIELD FOODS, INC. – WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this Agreement to be signed by their respective officers hereunto duly authorized, all as of the date first written above.
SMITHFIELD FOODS, INC.
By:
/s/ Richard J.M. Poulson
Name:
Richard J. M. Poulson
Title:
Executive Vice President
KC2 MERGER SUB, INC.
By:
/s/ Michael Cole
Name:
Michael Cole
Title:
Vice President
_____________
dt 1615729
;
|
Paul Weiss
As referenced in this Agreement and Plan of Merger:
Paul, Weiss – 5837
Attention: Gerard J. Schulte
with copies to:
Sidley Austin LLP
One South Dearborn Street
Chicago, IL 60603
Fax: (312) 853-7036
Attention: John J. Sabl
Dennis V. Osimitz
and
Paul, Weiss , Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6065
Fax: (212) 757-3990
Attention: Robert B. Schumer
SECTION 8.03. Definitions. For purposes
_____________
dt 1642147
;
Simpson Thacher
As referenced in this Agreement and Plan of Merger:
Simpson Thacher – their terms are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by applicable Law) waiver of those conditions), at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Ave., New York, New York 10017, unless another time, date or place is agreed to in writing by Parent and the Company. The date
_____________
Simpson Thacher – the consummation of the Merger or any other material transactions contemplated by this Agreement that is reasonably likely to succeed.
(d) Tax Opinion. Parent shall have received the opinion of Simpson Thacher & Bartlett LLP, counsel to Parent, dated the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion which
_____________
Simpson Thacher – like notice):
if to Parent or Merger Sub, to:
Smithfield Foods, Inc.
200 Commerce Street
Smithfield, VA 23430
Fax: (757) 365-3025
Attention: C. Larry Pope
with a copy to:
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
Fax: (212) 455-2502
Attention: Robert E. Spatt
Maripat Alpuche
62
if to the Company, to:
Premium Standard Farms,
_____________
dt 1626589
|
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| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (204K)
Doc #2549566: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
MERCURY INTERACTIVE CORPORATION,
SYSTINET CORPORATION,
SHARK CORPORATION,
AND
WARBURG PINCUS PRIVATE EQUITY VIII, L.P.,
AS STOCKHOLDERS REPRESENTATIVE
JANUARY 8, 2006
TABLE OF CONTENTS
Page
Article 1
THE MERGER
1
1.1
The Merger
1
1.2
Closing
2
1.3
Effects of the . . .
2549566
|
U.S. Bank, NA
As referenced in this Agreement and Plan of Merger:
U.S. Bank National Association, – At or before the Closing, Mercury shall deliver in cash in immediately available funds:
(x) A portion of the Merger Consideration equal to $10,750,000 (the Escrow Fund) to U.S. Bank National Association, as escrow agent (the Escrow Agent), in accordance with an Escrow Agreement, dated as of the Closing Date, substantially in the form of Exhibit C (the Escrow Agreement), by
_____________
dt 1643565
;
|
Comerica Bank
As referenced in this Agreement and Plan of Merger:
Comerica Bank – or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such first Person;
(b) Comerica Credit Facility means that certain credit facility between Comerica Bank and Systinet pursuant to that certain Loan and Security Agreement, dated as of June 28, 2005 and as amended on November 30, 2005, and the other documents, agreements, notes and
_____________
dt 1666308
;
Willkie Farr
As referenced in this Agreement and Plan of Merger:
Willkie Farr – shall not constitute notice) to:
Goodwin Procter LLP
Exchange Place
53 State Street
Boston, MA 02109
Attention: Mark Burnett
Facsimile No.: 617.523.1231
Telephone No.: 617.570.1031
And
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
Attention: Steven J. Gartner
Facsimile No.: 212.728.8111
Telephone No.: 212.728.8000
8.3 Interpretation. When a
_____________
dt 1621339
|
Preview
Full Doc
| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (199K)
Doc #2552848: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
among
GLOBALSCAPE, INC.,
GA ACQUISITION CORPORATION,
AVAILL, INC.
CHUCK SHAVIT
ELLEN OHLENBUSCH
CRAIG RANDALL
RONALD LACHMAN
LACHMAN GOLDMAN VENTURES LLC
and
CHUCK SHAVIT, AS STOCKHOLDERS? REPRESENTATIVE
Dated as of September 22, 2006
TABLE OF CONTENTS
Page
ARTICLE I
THE MERGER
1
1.01 The Merger
1
1.02 Closing; Closing Date; Effective Time
2
1.03 Effect of the Merger
2
1.04 Certificate of . . .
2552848
|
U.S. Bank, NA
As referenced in this Agreement and Plan of Merger:
U.S. Bank National Association, – deducted from the Common Stock Per Share Cash Consideration, and the total aggregate of such deducted amounts equal to $850,000 (the Escrow Amount) shall be deposited by Parent with U.S. Bank National Association, a national banking association (the Escrow Agent) and be subject to the terms of an Escrow Agreement in the form attached hereto as Exhibit B (the Escrow Agreement).
(b)
_____________
dt 1643577
;
Globalscape
As referenced in this Agreement and Plan of Merger:
GLOBALSCAPE, INC. –
EX-2.1 2 a06-20236_1ex2d1.htm EX-2
Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
among
GLOBALSCAPE, INC. ,
GA ACQUISITION CORPORATION,
AVAILL, INC.
CHUCK SHAVIT
ELLEN OHLENBUSCH
CRAIG RANDALL
RONALD LACHMAN
LACHMAN GOLDMAN VENTURES LLC
and
CHUCK SHAVIT, AS STOCKHOLDERS REPRESENTATIVE
Dated as of September 22, 2006
_____________
GlobalSCAPE, Inc. – DEFINITIONS
60
v
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger (this Agreement) is made and entered into as of September 22, 2006, by and among (i) GlobalSCAPE, Inc. , a Delaware corporation (Parent), (ii) GA Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (Merger Sub and, together with Parent, GlobalSCAPE), (iii) Availl, Inc., a Delaware
_____________
GlobalSCAPE, Inc. – to:
Foley Hoag LLP
155 Seaport Blvd.
Boston, Massachusetts 02210
Facsimile Number: (617) 832-72000
Attention: Peter M. Rosenblum, Esq.
After the Effective Time, if to the Company:
c/o GlobalSCAPE, Inc.
6000 Northwest Parkway, Suite 100
San Antonio, Texas 78249
Facsimile Number: (210) 690-8824
Attention: Charles R. Poole
With a copy to:
Jackson Walker L.L.P.
112 E.
_____________
GlobalSCAPE, Inc. – 02420
With a copy to:
Foley Hoag LLP
155 Seaport Blvd.
Boston, Massachusetts 02210
Facsimile Number: (617) 832-72000
Attention: Peter M. Rosenblum, Esq.
If to Parent or Merger Sub:
GlobalSCAPE, Inc.
6000 Northwest Parkway, Suite 100
San Antonio, Texas 78249
Facsimile Number: (210) 690-8824
Attention: Charles R. Poole
53
With a copy to:
Jackson Walker L.L.P.
112
_____________
GLOBALSCAPE, INC. – REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
58
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement and Plan of Merger as of the date and year first above written.
GLOBALSCAPE, INC.
AVAILL, INC.
By:
/s/ Charles R. Poole
By:
/s/ Chuck Shavit
Charles R. Poole, President & CEO
Name:
Chuck Shavit
Title:
CEO
GA ACQUISITION CORPORATION
/s/ Chuck Shavit
CHUCK
_____________
dt 1636339
;
|
Foley Hoag
As referenced in this Agreement and Plan of Merger:
Foley Hoag – 02 Closing; Closing Date; Effective Time. The consummation of the Merger and the closing of the transactions contemplated by this Agreement (the Closing) shall take place at the offices of Foley Hoag LLP, 155 Seaport Boulevard, Boston, Massachusetts 02210, on September 22, 2006 or on such other date as the parties hereto may mutually agree. The date on which the Closing
_____________
Foley Hoag – at the Closing.
8.04 Escrow Agreement. The Company, the Stockholders Representative and the Escrow Agent shall have executed and delivered the Escrow Agreement.
45
8.05 Opinion of Counsel. Foley Hoag LLP, counsel to the Company, shall have delivered to Parent and Merger Sub a legal opinion in the form of Exhibit E attached hereto.
8.06 Certificate of Secretary.
_____________
Foley Hoag – the Stockholders Representative to perfect or exercise the right of subrogation under this Article IX.
ARTICLE X
MISCELLANEOUS
10.01 Continuing Counsel. Parent and Merger Sub each hereby acknowledges that Foley Hoag LLP has acted as counsel to the Company with respect to this Agreement and the Merger. The following provisions apply to the attorney-client relationship between Foley Hoag LLP,
_____________
Foley Hoag – acknowledges that Foley Hoag LLP has acted as counsel to the Company with respect to this Agreement and the Merger. The following provisions apply to the attorney-client relationship between Foley Hoag LLP, the Company and the Stockholders following the Effective Time. Each of Parent and Merger Sub agrees that (a) it will not seek to disqualify Foley Hoag LLP from
_____________
Foley Hoag – client relationship between Foley Hoag LLP, the Company and the Stockholders following the Effective Time. Each of Parent and Merger Sub agrees that (a) it will not seek to disqualify Foley Hoag LLP from acting and continuing to act as counsel to the Stockholders either in the event of a dispute hereunder or in the course of the defense or prosecution
_____________
dt 1652041
;
Jackson Walker
As referenced in this Agreement and Plan of Merger:
Jackson Walker – Company.
7.09 No Proceeding. No Proceeding shall be pending or threatened which seeks to restrain, prohibit or invalidate the transactions contemplated by this Agreement.
7.10 Opinion of Counsel. Jackson Walker L.L.P., counsel to Parent and Merger Sub, shall have delivered to the Company and the Stockholders a legal opinion in the form of Exhibit D attached hereto.
_____________
Jackson Walker – if to the Company:
c/o GlobalSCAPE, Inc.
6000 Northwest Parkway, Suite 100
San Antonio, Texas 78249
Facsimile Number: (210) 690-8824
Attention: Charles R. Poole
With a copy to:
Jackson Walker L.L.P.
112 E. Pecan Street, Suite 2400
San Antonio, Texas 78205
Facsimile Number: (210) 978-7790
Attention: Steven R. Jacobs, Esq.
If to the Stockholders:
Chuck Shavit
_____________
Jackson Walker – to Parent or Merger Sub:
GlobalSCAPE, Inc.
6000 Northwest Parkway, Suite 100
San Antonio, Texas 78249
Facsimile Number: (210) 690-8824
Attention: Charles R. Poole
53
With a copy to:
Jackson Walker L.L.P.
112 E. Pecan Street, Suite 2400
San Antonio, Texas 78205
Facsimile Number: (210) 978-7790
Attention: Steven R. Jacobs, Esq.
or at such other address as
_____________
dt 1638272
|
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Full Doc
| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (158K)
Doc #2578923: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
dated as of
MARCH 22, 2006
by and among
NATIONAL MENTOR HOLDINGS, INC.,
NMH HOLDINGS, LLC
and
NMH MERGERSUB, INC.
TABLE OF CONTENTS
ARTICLE 1
THE MERGER
1
SECTION 1.01. The Merger
1
SECTION 1.02. Organizational Documents
2
SECTION 1.03. Directors and Officers
2
SECTION 1.04. Conversion of Capital . . .
2578923
|
U.S. Bank, NA
As referenced in this Agreement and Plan of Merger:
U.S. Bank National Association – Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Indenture means the National Mentor, Inc. 9 5/8% Senior Subordinated Notes Due 2012 Indenture, dated as of November 4, 2004, U.S. Bank National Association as Trustee.
IRS means the United States Internal Revenue Service.
Knowledge of Purchaser means the actual knowledge, without special investigation, of the individuals set forth on Schedule 9.01(a)
_____________
dt 1643704
;
BofA Securities
As referenced in this Agreement and Plan of Merger:
Banc of America Securities LLC – A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc., UBS Securities LLC and Banc of America Securities LLC acting in arranging and bookrunning roles. Pursuant to the Debt Commitment Letter and subject to the terms and conditions contained therein (including the exhibits thereto), the Lenders have committed
_____________
dt 1688720
;
|
BofA
As referenced in this Agreement and Plan of Merger:
Bank of America, N.A. – the Debt Commitment Letter and, together with the Equity Commitment Letter, the Commitment Letters), dated as of the date hereof, from JPMorgan Chase Bank, N.A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc., UBS Securities LLC and Banc of America Securities LLC acting in arranging and
_____________
Bank of America, N.A. – Credit Agreement among National Mentor Holdings, Inc., National Mentor, Inc., several banks and financial institutions, Dymas Funding Company, LLC, General Electric Capital Corporation, Merrill Lynch Capital and UBS Securities LLC, Bank of America, N.A. , Bank of America, N.A. (the Syndication Agent, when in such capacity), and JP Morgan Chase Bank, dated November 4, 2004, as amended for refinancing by Agreement, dated March
_____________
Bank of America, N.A. – Holdings, Inc., National Mentor, Inc., several banks and financial institutions, Dymas Funding Company, LLC, General Electric Capital Corporation, Merrill Lynch Capital and UBS Securities LLC, Bank of America, N.A., Bank of America, N.A. (the Syndication Agent, when in such capacity), and JP Morgan Chase Bank, dated November 4, 2004, as amended for refinancing by Agreement, dated March 30, 2005.
Stockholders Agreement means
_____________
dt 1635407
;
J.P. Morgan
As referenced in this Agreement and Plan of Merger:
J.P. Morgan Securities Inc – of the date hereof, from JPMorgan Chase Bank, N.A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc ., UBS Securities LLC and Banc of America Securities LLC acting in arranging and bookrunning roles. Pursuant to the Debt Commitment Letter and subject to the terms and conditions contained
_____________
dt 1619930
;
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| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (158K)
Doc #2579088: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
dated as of
MARCH 22, 2006
by and among
NATIONAL MENTOR HOLDINGS, INC.,
NMH HOLDINGS, LLC
and
NMH MERGERSUB, INC.
TABLE OF CONTENTS
ARTICLE 1
THE MERGER
1
SECTION 1.01. The Merger
1
SECTION 1.02. Organizational Documents
2
SECTION 1.03. Directors and Officers
2
SECTION 1.04. Conversion of Capital . . .
2579088
|
U.S. Bank, NA
As referenced in this Agreement and Plan of Merger:
U.S. Bank National Association – Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Indenture means the National Mentor, Inc. 9 5/8% Senior Subordinated Notes Due 2012 Indenture, dated as of November 4, 2004, U.S. Bank National Association as Trustee.
IRS means the United States Internal Revenue Service.
Knowledge of Purchaser means the actual knowledge, without special investigation, of the individuals set forth on Schedule 9.01(a)
_____________
dt 1643707
;
BofA Securities
As referenced in this Agreement and Plan of Merger:
Banc of America Securities LLC – A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc., UBS Securities LLC and Banc of America Securities LLC acting in arranging and bookrunning roles. Pursuant to the Debt Commitment Letter and subject to the terms and conditions contained therein (including the exhibits thereto), the Lenders have committed
_____________
dt 1688723
;
|
BofA
As referenced in this Agreement and Plan of Merger:
Bank of America, N.A. – the Debt Commitment Letter and, together with the Equity Commitment Letter, the Commitment Letters), dated as of the date hereof, from JPMorgan Chase Bank, N.A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc., UBS Securities LLC and Banc of America Securities LLC acting in arranging and
_____________
Bank of America, N.A. – Credit Agreement among National Mentor Holdings, Inc., National Mentor, Inc., several banks and financial institutions, Dymas Funding Company, LLC, General Electric Capital Corporation, Merrill Lynch Capital and UBS Securities LLC, Bank of America, N.A. , Bank of America, N.A. (the Syndication Agent, when in such capacity), and JP Morgan Chase Bank, dated November 4, 2004, as amended for refinancing by Agreement, dated March
_____________
Bank of America, N.A. – Holdings, Inc., National Mentor, Inc., several banks and financial institutions, Dymas Funding Company, LLC, General Electric Capital Corporation, Merrill Lynch Capital and UBS Securities LLC, Bank of America, N.A., Bank of America, N.A. (the Syndication Agent, when in such capacity), and JP Morgan Chase Bank, dated November 4, 2004, as amended for refinancing by Agreement, dated March 30, 2005.
Stockholders Agreement means
_____________
dt 1635410
;
J.P. Morgan
As referenced in this Agreement and Plan of Merger:
J.P. Morgan Securities Inc – of the date hereof, from JPMorgan Chase Bank, N.A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc ., UBS Securities LLC and Banc of America Securities LLC acting in arranging and bookrunning roles. Pursuant to the Debt Commitment Letter and subject to the terms and conditions contained
_____________
dt 1619933
;
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| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (158K)
Doc #2579252: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
dated as of
MARCH 22, 2006
by and among
NATIONAL MENTOR HOLDINGS, INC.,
NMH HOLDINGS, LLC
and
NMH MERGERSUB, INC.
TABLE OF CONTENTS
ARTICLE 1
THE MERGER
1
SECTION 1.01. The Merger
1
SECTION 1.02. Organizational Documents
2
SECTION 1.03. Directors and Officers
2
SECTION 1.04. Conversion of Capital . . .
2579252
|
U.S. Bank, NA
As referenced in this Agreement and Plan of Merger:
U.S. Bank National Association – Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Indenture means the National Mentor, Inc. 9 5/8% Senior Subordinated Notes Due 2012 Indenture, dated as of November 4, 2004, U.S. Bank National Association as Trustee.
IRS means the United States Internal Revenue Service.
Knowledge of Purchaser means the actual knowledge, without special investigation, of the individuals set forth on Schedule 9.01(a)
_____________
dt 1643710
;
BofA Securities
As referenced in this Agreement and Plan of Merger:
Banc of America Securities LLC – A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc., UBS Securities LLC and Banc of America Securities LLC acting in arranging and bookrunning roles. Pursuant to the Debt Commitment Letter and subject to the terms and conditions contained therein (including the exhibits thereto), the Lenders have committed
_____________
dt 1688726
;
|
BofA
As referenced in this Agreement and Plan of Merger:
Bank of America, N.A. – the Debt Commitment Letter and, together with the Equity Commitment Letter, the Commitment Letters), dated as of the date hereof, from JPMorgan Chase Bank, N.A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc., UBS Securities LLC and Banc of America Securities LLC acting in arranging and
_____________
Bank of America, N.A. – Credit Agreement among National Mentor Holdings, Inc., National Mentor, Inc., several banks and financial institutions, Dymas Funding Company, LLC, General Electric Capital Corporation, Merrill Lynch Capital and UBS Securities LLC, Bank of America, N.A. , Bank of America, N.A. (the Syndication Agent, when in such capacity), and JP Morgan Chase Bank, dated November 4, 2004, as amended for refinancing by Agreement, dated March
_____________
Bank of America, N.A. – Holdings, Inc., National Mentor, Inc., several banks and financial institutions, Dymas Funding Company, LLC, General Electric Capital Corporation, Merrill Lynch Capital and UBS Securities LLC, Bank of America, N.A., Bank of America, N.A. (the Syndication Agent, when in such capacity), and JP Morgan Chase Bank, dated November 4, 2004, as amended for refinancing by Agreement, dated March 30, 2005.
Stockholders Agreement means
_____________
dt 1635413
;
J.P. Morgan
As referenced in this Agreement and Plan of Merger:
J.P. Morgan Securities Inc – of the date hereof, from JPMorgan Chase Bank, N.A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc ., UBS Securities LLC and Banc of America Securities LLC acting in arranging and bookrunning roles. Pursuant to the Debt Commitment Letter and subject to the terms and conditions contained
_____________
dt 1619936
;
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| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (158K)
Doc #2579416: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
dated as of
MARCH 22, 2006
by and among
NATIONAL MENTOR HOLDINGS, INC.,
NMH HOLDINGS, LLC
and
NMH MERGERSUB, INC.
TABLE OF CONTENTS
ARTICLE 1
THE MERGER
1
SECTION 1.01. The Merger
1
SECTION 1.02. Organizational Documents
2
SECTION 1.03. Directors and Officers
2
SECTION 1.04. Conversion of Capital . . .
2579416
|
U.S. Bank, NA
As referenced in this Agreement and Plan of Merger:
U.S. Bank National Association – Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Indenture means the National Mentor, Inc. 9 5/8% Senior Subordinated Notes Due 2012 Indenture, dated as of November 4, 2004, U.S. Bank National Association as Trustee.
IRS means the United States Internal Revenue Service.
Knowledge of Purchaser means the actual knowledge, without special investigation, of the individuals set forth on Schedule 9.01(a)
_____________
dt 1643713
;
BofA Securities
As referenced in this Agreement and Plan of Merger:
Banc of America Securities LLC – A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc., UBS Securities LLC and Banc of America Securities LLC acting in arranging and bookrunning roles. Pursuant to the Debt Commitment Letter and subject to the terms and conditions contained therein (including the exhibits thereto), the Lenders have committed
_____________
dt 1688729
;
|
BofA
As referenced in this Agreement and Plan of Merger:
Bank of America, N.A. – the Debt Commitment Letter and, together with the Equity Commitment Letter, the Commitment Letters), dated as of the date hereof, from JPMorgan Chase Bank, N.A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc., UBS Securities LLC and Banc of America Securities LLC acting in arranging and
_____________
Bank of America, N.A. – Credit Agreement among National Mentor Holdings, Inc., National Mentor, Inc., several banks and financial institutions, Dymas Funding Company, LLC, General Electric Capital Corporation, Merrill Lynch Capital and UBS Securities LLC, Bank of America, N.A. , Bank of America, N.A. (the Syndication Agent, when in such capacity), and JP Morgan Chase Bank, dated November 4, 2004, as amended for refinancing by Agreement, dated March
_____________
Bank of America, N.A. – Holdings, Inc., National Mentor, Inc., several banks and financial institutions, Dymas Funding Company, LLC, General Electric Capital Corporation, Merrill Lynch Capital and UBS Securities LLC, Bank of America, N.A., Bank of America, N.A. (the Syndication Agent, when in such capacity), and JP Morgan Chase Bank, dated November 4, 2004, as amended for refinancing by Agreement, dated March 30, 2005.
Stockholders Agreement means
_____________
dt 1635416
;
J.P. Morgan
As referenced in this Agreement and Plan of Merger:
J.P. Morgan Securities Inc – of the date hereof, from JPMorgan Chase Bank, N.A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc ., UBS Securities LLC and Banc of America Securities LLC acting in arranging and bookrunning roles. Pursuant to the Debt Commitment Letter and subject to the terms and conditions contained
_____________
dt 1619939
;
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| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (158K)
Doc #2579580: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
dated as of
MARCH 22, 2006
by and among
NATIONAL MENTOR HOLDINGS, INC.,
NMH HOLDINGS, LLC
and
NMH MERGERSUB, INC.
TABLE OF CONTENTS
ARTICLE 1
THE MERGER
1
SECTION 1.01. The Merger
1
SECTION 1.02. Organizational Documents
2
SECTION 1.03. Directors and Officers
2
SECTION 1.04. Conversion of Capital . . .
2579580
|
U.S. Bank, NA
As referenced in this Agreement and Plan of Merger:
U.S. Bank National Association – Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Indenture means the National Mentor, Inc. 9 5/8% Senior Subordinated Notes Due 2012 Indenture, dated as of November 4, 2004, U.S. Bank National Association as Trustee.
IRS means the United States Internal Revenue Service.
Knowledge of Purchaser means the actual knowledge, without special investigation, of the individuals set forth on Schedule 9.01(a)
_____________
dt 1643716
;
BofA Securities
As referenced in this Agreement and Plan of Merger:
Banc of America Securities LLC – A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc., UBS Securities LLC and Banc of America Securities LLC acting in arranging and bookrunning roles. Pursuant to the Debt Commitment Letter and subject to the terms and conditions contained therein (including the exhibits thereto), the Lenders have committed
_____________
dt 1688732
;
|
BofA
As referenced in this Agreement and Plan of Merger:
Bank of America, N.A. – the Debt Commitment Letter and, together with the Equity Commitment Letter, the Commitment Letters), dated as of the date hereof, from JPMorgan Chase Bank, N.A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc., UBS Securities LLC and Banc of America Securities LLC acting in arranging and
_____________
Bank of America, N.A. – Credit Agreement among National Mentor Holdings, Inc., National Mentor, Inc., several banks and financial institutions, Dymas Funding Company, LLC, General Electric Capital Corporation, Merrill Lynch Capital and UBS Securities LLC, Bank of America, N.A. , Bank of America, N.A. (the Syndication Agent, when in such capacity), and JP Morgan Chase Bank, dated November 4, 2004, as amended for refinancing by Agreement, dated March
_____________
Bank of America, N.A. – Holdings, Inc., National Mentor, Inc., several banks and financial institutions, Dymas Funding Company, LLC, General Electric Capital Corporation, Merrill Lynch Capital and UBS Securities LLC, Bank of America, N.A., Bank of America, N.A. (the Syndication Agent, when in such capacity), and JP Morgan Chase Bank, dated November 4, 2004, as amended for refinancing by Agreement, dated March 30, 2005.
Stockholders Agreement means
_____________
dt 1635419
;
J.P. Morgan
As referenced in this Agreement and Plan of Merger:
J.P. Morgan Securities Inc – of the date hereof, from JPMorgan Chase Bank, N.A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc ., UBS Securities LLC and Banc of America Securities LLC acting in arranging and bookrunning roles. Pursuant to the Debt Commitment Letter and subject to the terms and conditions contained
_____________
dt 1619942
;
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| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (158K)
Doc #2579744: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
dated as of
MARCH 22, 2006
by and among
NATIONAL MENTOR HOLDINGS, INC.,
NMH HOLDINGS, LLC
and
NMH MERGERSUB, INC.
TABLE OF CONTENTS
ARTICLE 1
THE MERGER
1
SECTION 1.01. The Merger
1
SECTION 1.02. Organizational Documents
2
SECTION 1.03. Directors and Officers
2
SECTION 1.04. Conversion of Capital . . .
2579744
|
U.S. Bank, NA
As referenced in this Agreement and Plan of Merger:
U.S. Bank National Association – Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Indenture means the National Mentor, Inc. 9 5/8% Senior Subordinated Notes Due 2012 Indenture, dated as of November 4, 2004, U.S. Bank National Association as Trustee.
IRS means the United States Internal Revenue Service.
Knowledge of Purchaser means the actual knowledge, without special investigation, of the individuals set forth on Schedule 9.01(a)
_____________
dt 1643719
;
BofA Securities
As referenced in this Agreement and Plan of Merger:
Banc of America Securities LLC – A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc., UBS Securities LLC and Banc of America Securities LLC acting in arranging and bookrunning roles. Pursuant to the Debt Commitment Letter and subject to the terms and conditions contained therein (including the exhibits thereto), the Lenders have committed
_____________
dt 1688735
;
|
BofA
As referenced in this Agreement and Plan of Merger:
Bank of America, N.A. – the Debt Commitment Letter and, together with the Equity Commitment Letter, the Commitment Letters), dated as of the date hereof, from JPMorgan Chase Bank, N.A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc., UBS Securities LLC and Banc of America Securities LLC acting in arranging and
_____________
Bank of America, N.A. – Credit Agreement among National Mentor Holdings, Inc., National Mentor, Inc., several banks and financial institutions, Dymas Funding Company, LLC, General Electric Capital Corporation, Merrill Lynch Capital and UBS Securities LLC, Bank of America, N.A. , Bank of America, N.A. (the Syndication Agent, when in such capacity), and JP Morgan Chase Bank, dated November 4, 2004, as amended for refinancing by Agreement, dated March
_____________
Bank of America, N.A. – Holdings, Inc., National Mentor, Inc., several banks and financial institutions, Dymas Funding Company, LLC, General Electric Capital Corporation, Merrill Lynch Capital and UBS Securities LLC, Bank of America, N.A., Bank of America, N.A. (the Syndication Agent, when in such capacity), and JP Morgan Chase Bank, dated November 4, 2004, as amended for refinancing by Agreement, dated March 30, 2005.
Stockholders Agreement means
_____________
dt 1635422
;
J.P. Morgan
As referenced in this Agreement and Plan of Merger:
J.P. Morgan Securities Inc – of the date hereof, from JPMorgan Chase Bank, N.A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc ., UBS Securities LLC and Banc of America Securities LLC acting in arranging and bookrunning roles. Pursuant to the Debt Commitment Letter and subject to the terms and conditions contained
_____________
dt 1619945
;
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| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (158K)
Doc #2579908: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
dated as of
MARCH 22, 2006
by and among
NATIONAL MENTOR HOLDINGS, INC.,
NMH HOLDINGS, LLC
and
NMH MERGERSUB, INC.
TABLE OF CONTENTS
ARTICLE 1
THE MERGER
1
SECTION 1.01. The Merger
1
SECTION 1.02. Organizational Documents
2
SECTION 1.03. Directors and Officers
2
SECTION 1.04. Conversion of Capital . . .
2579908
|
U.S. Bank, NA
As referenced in this Agreement and Plan of Merger:
U.S. Bank National Association – Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Indenture means the National Mentor, Inc. 9 5/8% Senior Subordinated Notes Due 2012 Indenture, dated as of November 4, 2004, U.S. Bank National Association as Trustee.
IRS means the United States Internal Revenue Service.
Knowledge of Purchaser means the actual knowledge, without special investigation, of the individuals set forth on Schedule 9.01(a)
_____________
dt 1643722
;
BofA Securities
As referenced in this Agreement and Plan of Merger:
Banc of America Securities LLC – A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc., UBS Securities LLC and Banc of America Securities LLC acting in arranging and bookrunning roles. Pursuant to the Debt Commitment Letter and subject to the terms and conditions contained therein (including the exhibits thereto), the Lenders have committed
_____________
dt 1688738
;
|
BofA
As referenced in this Agreement and Plan of Merger:
Bank of America, N.A. – the Debt Commitment Letter and, together with the Equity Commitment Letter, the Commitment Letters), dated as of the date hereof, from JPMorgan Chase Bank, N.A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc., UBS Securities LLC and Banc of America Securities LLC acting in arranging and
_____________
Bank of America, N.A. – Credit Agreement among National Mentor Holdings, Inc., National Mentor, Inc., several banks and financial institutions, Dymas Funding Company, LLC, General Electric Capital Corporation, Merrill Lynch Capital and UBS Securities LLC, Bank of America, N.A. , Bank of America, N.A. (the Syndication Agent, when in such capacity), and JP Morgan Chase Bank, dated November 4, 2004, as amended for refinancing by Agreement, dated March
_____________
Bank of America, N.A. – Holdings, Inc., National Mentor, Inc., several banks and financial institutions, Dymas Funding Company, LLC, General Electric Capital Corporation, Merrill Lynch Capital and UBS Securities LLC, Bank of America, N.A., Bank of America, N.A. (the Syndication Agent, when in such capacity), and JP Morgan Chase Bank, dated November 4, 2004, as amended for refinancing by Agreement, dated March 30, 2005.
Stockholders Agreement means
_____________
dt 1635425
;
J.P. Morgan
As referenced in this Agreement and Plan of Merger:
J.P. Morgan Securities Inc – of the date hereof, from JPMorgan Chase Bank, N.A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc ., UBS Securities LLC and Banc of America Securities LLC acting in arranging and bookrunning roles. Pursuant to the Debt Commitment Letter and subject to the terms and conditions contained
_____________
dt 1619948
;
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| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (158K)
Doc #2580072: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
dated as of
MARCH 22, 2006
by and among
NATIONAL MENTOR HOLDINGS, INC.,
NMH HOLDINGS, LLC
and
NMH MERGERSUB, INC.
TABLE OF CONTENTS
ARTICLE 1
THE MERGER
1
SECTION 1.01. The Merger
1
SECTION 1.02. Organizational Documents
2
SECTION 1.03. Directors and Officers
2
SECTION 1.04. Conversion of Capital . . .
2580072
|
U.S. Bank, NA
As referenced in this Agreement and Plan of Merger:
U.S. Bank National Association – Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Indenture means the National Mentor, Inc. 9 5/8% Senior Subordinated Notes Due 2012 Indenture, dated as of November 4, 2004, U.S. Bank National Association as Trustee.
IRS means the United States Internal Revenue Service.
Knowledge of Purchaser means the actual knowledge, without special investigation, of the individuals set forth on Schedule 9.01(a)
_____________
dt 1643725
;
BofA Securities
As referenced in this Agreement and Plan of Merger:
Banc of America Securities LLC – A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc., UBS Securities LLC and Banc of America Securities LLC acting in arranging and bookrunning roles. Pursuant to the Debt Commitment Letter and subject to the terms and conditions contained therein (including the exhibits thereto), the Lenders have committed
_____________
dt 1688741
;
|
BofA
As referenced in this Agreement and Plan of Merger:
Bank of America, N.A. – the Debt Commitment Letter and, together with the Equity Commitment Letter, the Commitment Letters), dated as of the date hereof, from JPMorgan Chase Bank, N.A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc., UBS Securities LLC and Banc of America Securities LLC acting in arranging and
_____________
Bank of America, N.A. – Credit Agreement among National Mentor Holdings, Inc., National Mentor, Inc., several banks and financial institutions, Dymas Funding Company, LLC, General Electric Capital Corporation, Merrill Lynch Capital and UBS Securities LLC, Bank of America, N.A. , Bank of America, N.A. (the Syndication Agent, when in such capacity), and JP Morgan Chase Bank, dated November 4, 2004, as amended for refinancing by Agreement, dated March
_____________
Bank of America, N.A. – Holdings, Inc., National Mentor, Inc., several banks and financial institutions, Dymas Funding Company, LLC, General Electric Capital Corporation, Merrill Lynch Capital and UBS Securities LLC, Bank of America, N.A., Bank of America, N.A. (the Syndication Agent, when in such capacity), and JP Morgan Chase Bank, dated November 4, 2004, as amended for refinancing by Agreement, dated March 30, 2005.
Stockholders Agreement means
_____________
dt 1635428
;
J.P. Morgan
As referenced in this Agreement and Plan of Merger:
J.P. Morgan Securities Inc – of the date hereof, from JPMorgan Chase Bank, N.A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc ., UBS Securities LLC and Banc of America Securities LLC acting in arranging and bookrunning roles. Pursuant to the Debt Commitment Letter and subject to the terms and conditions contained
_____________
dt 1619951
;
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| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (158K)
Doc #2580237: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
dated as of
MARCH 22, 2006
by and among
NATIONAL MENTOR HOLDINGS, INC.,
NMH HOLDINGS, LLC
and
NMH MERGERSUB, INC.
TABLE OF CONTENTS
ARTICLE 1
THE MERGER
1
SECTION 1.01. The Merger
1
SECTION 1.02. Organizational Documents
2
SECTION 1.03. Directors and Officers
2
SECTION 1.04. Conversion of Capital . . .
2580237
|
U.S. Bank, NA
As referenced in this Agreement and Plan of Merger:
U.S. Bank National Association – Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Indenture means the National Mentor, Inc. 9 5/8% Senior Subordinated Notes Due 2012 Indenture, dated as of November 4, 2004, U.S. Bank National Association as Trustee.
IRS means the United States Internal Revenue Service.
Knowledge of Purchaser means the actual knowledge, without special investigation, of the individuals set forth on Schedule 9.01(a)
_____________
dt 1643728
;
BofA Securities
As referenced in this Agreement and Plan of Merger:
Banc of America Securities LLC – A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc., UBS Securities LLC and Banc of America Securities LLC acting in arranging and bookrunning roles. Pursuant to the Debt Commitment Letter and subject to the terms and conditions contained therein (including the exhibits thereto), the Lenders have committed
_____________
dt 1688744
;
|
BofA
As referenced in this Agreement and Plan of Merger:
Bank of America, N.A. – the Debt Commitment Letter and, together with the Equity Commitment Letter, the Commitment Letters), dated as of the date hereof, from JPMorgan Chase Bank, N.A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc., UBS Securities LLC and Banc of America Securities LLC acting in arranging and
_____________
Bank of America, N.A. – Credit Agreement among National Mentor Holdings, Inc., National Mentor, Inc., several banks and financial institutions, Dymas Funding Company, LLC, General Electric Capital Corporation, Merrill Lynch Capital and UBS Securities LLC, Bank of America, N.A. , Bank of America, N.A. (the Syndication Agent, when in such capacity), and JP Morgan Chase Bank, dated November 4, 2004, as amended for refinancing by Agreement, dated March
_____________
Bank of America, N.A. – Holdings, Inc., National Mentor, Inc., several banks and financial institutions, Dymas Funding Company, LLC, General Electric Capital Corporation, Merrill Lynch Capital and UBS Securities LLC, Bank of America, N.A., Bank of America, N.A. (the Syndication Agent, when in such capacity), and JP Morgan Chase Bank, dated November 4, 2004, as amended for refinancing by Agreement, dated March 30, 2005.
Stockholders Agreement means
_____________
dt 1635431
;
J.P. Morgan
As referenced in this Agreement and Plan of Merger:
J.P. Morgan Securities Inc – of the date hereof, from JPMorgan Chase Bank, N.A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc ., UBS Securities LLC and Banc of America Securities LLC acting in arranging and bookrunning roles. Pursuant to the Debt Commitment Letter and subject to the terms and conditions contained
_____________
dt 1619954
;
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| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (158K)
Doc #2580401: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
dated as of
MARCH 22, 2006
by and among
NATIONAL MENTOR HOLDINGS, INC.,
NMH HOLDINGS, LLC
and
NMH MERGERSUB, INC.
TABLE OF CONTENTS
ARTICLE 1
THE MERGER
1
SECTION 1.01. The Merger
1
SECTION 1.02. Organizational Documents
2
SECTION 1.03. Directors and Officers
2
SECTION 1.04. Conversion of Capital . . .
2580401
|
U.S. Bank, NA
As referenced in this Agreement and Plan of Merger:
U.S. Bank National Association – Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Indenture means the National Mentor, Inc. 9 5/8% Senior Subordinated Notes Due 2012 Indenture, dated as of November 4, 2004, U.S. Bank National Association as Trustee.
IRS means the United States Internal Revenue Service.
Knowledge of Purchaser means the actual knowledge, without special investigation, of the individuals set forth on Schedule 9.01(a)
_____________
dt 1643731
;
;
BofA Securities
As referenced in this Agreement and Plan of Merger:
Banc of America Securities LLC – A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc., UBS Securities LLC and Banc of America Securities LLC acting in arranging and bookrunning roles. Pursuant to the Debt Commitment Letter and subject to the terms and conditions contained therein (including the exhibits thereto), the Lenders have committed
_____________
dt 1688747
;
|
BofA
As referenced in this Agreement and Plan of Merger:
Bank of America, N.A. – the Debt Commitment Letter and, together with the Equity Commitment Letter, the Commitment Letters), dated as of the date hereof, from JPMorgan Chase Bank, N.A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc., UBS Securities LLC and Banc of America Securities LLC acting in arranging and
_____________
Bank of America, N.A. – Credit Agreement among National Mentor Holdings, Inc., National Mentor, Inc., several banks and financial institutions, Dymas Funding Company, LLC, General Electric Capital Corporation, Merrill Lynch Capital and UBS Securities LLC, Bank of America, N.A. , Bank of America, N.A. (the Syndication Agent, when in such capacity), and JP Morgan Chase Bank, dated November 4, 2004, as amended for refinancing by Agreement, dated March
_____________
Bank of America, N.A. – Holdings, Inc., National Mentor, Inc., several banks and financial institutions, Dymas Funding Company, LLC, General Electric Capital Corporation, Merrill Lynch Capital and UBS Securities LLC, Bank of America, N.A., Bank of America, N.A. (the Syndication Agent, when in such capacity), and JP Morgan Chase Bank, dated November 4, 2004, as amended for refinancing by Agreement, dated March 30, 2005.
Stockholders Agreement means
_____________
dt 1635434
;
J.P. Morgan
As referenced in this Agreement and Plan of Merger:
J.P. Morgan Securities Inc – of the date hereof, from JPMorgan Chase Bank, N.A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc ., UBS Securities LLC and Banc of America Securities LLC acting in arranging and bookrunning roles. Pursuant to the Debt Commitment Letter and subject to the terms and conditions contained
_____________
dt 1619957
;
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| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (158K)
Doc #2580566: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
dated as of
MARCH 22, 2006
by and among
NATIONAL MENTOR HOLDINGS, INC.,
NMH HOLDINGS, LLC
and
NMH MERGERSUB, INC.
TABLE OF CONTENTS
ARTICLE 1
THE MERGER
1
SECTION 1.01. The Merger
1
SECTION 1.02. Organizational Documents
2
SECTION 1.03. Directors and Officers
2
SECTION 1.04. Conversion of Capital . . .
2580566
|
U.S. Bank, NA
As referenced in this Agreement and Plan of Merger:
U.S. Bank National Association – Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Indenture means the National Mentor, Inc. 9 5/8% Senior Subordinated Notes Due 2012 Indenture, dated as of November 4, 2004, U.S. Bank National Association as Trustee.
IRS means the United States Internal Revenue Service.
Knowledge of Purchaser means the actual knowledge, without special investigation, of the individuals set forth on Schedule 9.01(a)
_____________
dt 1643734
;
BofA Securities
As referenced in this Agreement and Plan of Merger:
Banc of America Securities LLC – A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc., UBS Securities LLC and Banc of America Securities LLC acting in arranging and bookrunning roles. Pursuant to the Debt Commitment Letter and subject to the terms and conditions contained therein (including the exhibits thereto), the Lenders have committed
_____________
dt 1688750
;
|
BofA
As referenced in this Agreement and Plan of Merger:
Bank of America, N.A. – the Debt Commitment Letter and, together with the Equity Commitment Letter, the Commitment Letters), dated as of the date hereof, from JPMorgan Chase Bank, N.A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc., UBS Securities LLC and Banc of America Securities LLC acting in arranging and
_____________
Bank of America, N.A. – Credit Agreement among National Mentor Holdings, Inc., National Mentor, Inc., several banks and financial institutions, Dymas Funding Company, LLC, General Electric Capital Corporation, Merrill Lynch Capital and UBS Securities LLC, Bank of America, N.A. , Bank of America, N.A. (the Syndication Agent, when in such capacity), and JP Morgan Chase Bank, dated November 4, 2004, as amended for refinancing by Agreement, dated March
_____________
Bank of America, N.A. – Holdings, Inc., National Mentor, Inc., several banks and financial institutions, Dymas Funding Company, LLC, General Electric Capital Corporation, Merrill Lynch Capital and UBS Securities LLC, Bank of America, N.A., Bank of America, N.A. (the Syndication Agent, when in such capacity), and JP Morgan Chase Bank, dated November 4, 2004, as amended for refinancing by Agreement, dated March 30, 2005.
Stockholders Agreement means
_____________
dt 1635437
;
J.P. Morgan
As referenced in this Agreement and Plan of Merger:
J.P. Morgan Securities Inc – of the date hereof, from JPMorgan Chase Bank, N.A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc ., UBS Securities LLC and Banc of America Securities LLC acting in arranging and bookrunning roles. Pursuant to the Debt Commitment Letter and subject to the terms and conditions contained
_____________
dt 1619960
;
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| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (158K)
Doc #2580730: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
dated as of
MARCH 22, 2006
by and among
NATIONAL MENTOR HOLDINGS, INC.,
NMH HOLDINGS, LLC
and
NMH MERGERSUB, INC.
TABLE OF CONTENTS
ARTICLE 1
THE MERGER
1
SECTION 1.01. The Merger
1
SECTION 1.02. Organizational Documents
2
SECTION 1.03. Directors and Officers
2
SECTION 1.04. Conversion of Capital . . .
2580730
|
U.S. Bank, NA
As referenced in this Agreement and Plan of Merger:
U.S. Bank National Association – Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Indenture means the National Mentor, Inc. 9 5/8% Senior Subordinated Notes Due 2012 Indenture, dated as of November 4, 2004, U.S. Bank National Association as Trustee.
IRS means the United States Internal Revenue Service.
Knowledge of Purchaser means the actual knowledge, without special investigation, of the individuals set forth on Schedule 9.01(a)
_____________
dt 1643737
;
BofA Securities
As referenced in this Agreement and Plan of Merger:
Banc of America Securities LLC – A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc., UBS Securities LLC and Banc of America Securities LLC acting in arranging and bookrunning roles. Pursuant to the Debt Commitment Letter and subject to the terms and conditions contained therein (including the exhibits thereto), the Lenders have committed
_____________
dt 1688753
;
|
BofA
As referenced in this Agreement and Plan of Merger:
Bank of America, N.A. – the Debt Commitment Letter and, together with the Equity Commitment Letter, the Commitment Letters), dated as of the date hereof, from JPMorgan Chase Bank, N.A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc., UBS Securities LLC and Banc of America Securities LLC acting in arranging and
_____________
Bank of America, N.A. – Credit Agreement among National Mentor Holdings, Inc., National Mentor, Inc., several banks and financial institutions, Dymas Funding Company, LLC, General Electric Capital Corporation, Merrill Lynch Capital and UBS Securities LLC, Bank of America, N.A. , Bank of America, N.A. (the Syndication Agent, when in such capacity), and JP Morgan Chase Bank, dated November 4, 2004, as amended for refinancing by Agreement, dated March
_____________
Bank of America, N.A. – Holdings, Inc., National Mentor, Inc., several banks and financial institutions, Dymas Funding Company, LLC, General Electric Capital Corporation, Merrill Lynch Capital and UBS Securities LLC, Bank of America, N.A., Bank of America, N.A. (the Syndication Agent, when in such capacity), and JP Morgan Chase Bank, dated November 4, 2004, as amended for refinancing by Agreement, dated March 30, 2005.
Stockholders Agreement means
_____________
dt 1635440
;
J.P. Morgan
As referenced in this Agreement and Plan of Merger:
J.P. Morgan Securities Inc – of the date hereof, from JPMorgan Chase Bank, N.A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc ., UBS Securities LLC and Banc of America Securities LLC acting in arranging and bookrunning roles. Pursuant to the Debt Commitment Letter and subject to the terms and conditions contained
_____________
dt 1619963
;
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| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (158K)
Doc #2580895: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
dated as of
MARCH 22, 2006
by and among
NATIONAL MENTOR HOLDINGS, INC.,
NMH HOLDINGS, LLC
and
NMH MERGERSUB, INC.
TABLE OF CONTENTS
ARTICLE 1
THE MERGER
1
SECTION 1.01. The Merger
1
SECTION 1.02. Organizational Documents
2
SECTION 1.03. Directors and Officers
2
SECTION 1.04. Conversion of Capital . . .
2580895
|
U.S. Bank, NA
As referenced in this Agreement and Plan of Merger:
U.S. Bank National Association – Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Indenture means the National Mentor, Inc. 9 5/8% Senior Subordinated Notes Due 2012 Indenture, dated as of November 4, 2004, U.S. Bank National Association as Trustee.
IRS means the United States Internal Revenue Service.
Knowledge of Purchaser means the actual knowledge, without special investigation, of the individuals set forth on Schedule 9.01(a)
_____________
dt 1643740
;
BofA Securities
As referenced in this Agreement and Plan of Merger:
Banc of America Securities LLC – A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc., UBS Securities LLC and Banc of America Securities LLC acting in arranging and bookrunning roles. Pursuant to the Debt Commitment Letter and subject to the terms and conditions contained therein (including the exhibits thereto), the Lenders have committed
_____________
dt 1688756
;
|
BofA
As referenced in this Agreement and Plan of Merger:
Bank of America, N.A. – the Debt Commitment Letter and, together with the Equity Commitment Letter, the Commitment Letters), dated as of the date hereof, from JPMorgan Chase Bank, N.A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc., UBS Securities LLC and Banc of America Securities LLC acting in arranging and
_____________
Bank of America, N.A. – Credit Agreement among National Mentor Holdings, Inc., National Mentor, Inc., several banks and financial institutions, Dymas Funding Company, LLC, General Electric Capital Corporation, Merrill Lynch Capital and UBS Securities LLC, Bank of America, N.A. , Bank of America, N.A. (the Syndication Agent, when in such capacity), and JP Morgan Chase Bank, dated November 4, 2004, as amended for refinancing by Agreement, dated March
_____________
Bank of America, N.A. – Holdings, Inc., National Mentor, Inc., several banks and financial institutions, Dymas Funding Company, LLC, General Electric Capital Corporation, Merrill Lynch Capital and UBS Securities LLC, Bank of America, N.A., Bank of America, N.A. (the Syndication Agent, when in such capacity), and JP Morgan Chase Bank, dated November 4, 2004, as amended for refinancing by Agreement, dated March 30, 2005.
Stockholders Agreement means
_____________
dt 1635443
;
J.P. Morgan
As referenced in this Agreement and Plan of Merger:
J.P. Morgan Securities Inc – of the date hereof, from JPMorgan Chase Bank, N.A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc ., UBS Securities LLC and Banc of America Securities LLC acting in arranging and bookrunning roles. Pursuant to the Debt Commitment Letter and subject to the terms and conditions contained
_____________
dt 1619966
;
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| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (158K)
Doc #2581059: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
dated as of
MARCH 22, 2006
by and among
NATIONAL MENTOR HOLDINGS, INC.,
NMH HOLDINGS, LLC
and
NMH MERGERSUB, INC.
TABLE OF CONTENTS
ARTICLE 1
THE MERGER
1
SECTION 1.01. The Merger
1
SECTION 1.02. Organizational Documents
2
SECTION 1.03. Directors and Officers
2
SECTION 1.04. Conversion of Capital . . .
2581059
|
U.S. Bank, NA
As referenced in this Agreement and Plan of Merger:
U.S. Bank National Association – Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Indenture means the National Mentor, Inc. 9 5/8% Senior Subordinated Notes Due 2012 Indenture, dated as of November 4, 2004, U.S. Bank National Association as Trustee.
IRS means the United States Internal Revenue Service.
Knowledge of Purchaser means the actual knowledge, without special investigation, of the individuals set forth on Schedule 9.01(a)
_____________
dt 1643743
;
BofA Securities
As referenced in this Agreement and Plan of Merger:
Banc of America Securities LLC – A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc., UBS Securities LLC and Banc of America Securities LLC acting in arranging and bookrunning roles. Pursuant to the Debt Commitment Letter and subject to the terms and conditions contained therein (including the exhibits thereto), the Lenders have committed
_____________
dt 1688759
;
|
BofA
As referenced in this Agreement and Plan of Merger:
Bank of America, N.A. – the Debt Commitment Letter and, together with the Equity Commitment Letter, the Commitment Letters), dated as of the date hereof, from JPMorgan Chase Bank, N.A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc., UBS Securities LLC and Banc of America Securities LLC acting in arranging and
_____________
Bank of America, N.A. – Credit Agreement among National Mentor Holdings, Inc., National Mentor, Inc., several banks and financial institutions, Dymas Funding Company, LLC, General Electric Capital Corporation, Merrill Lynch Capital and UBS Securities LLC, Bank of America, N.A. , Bank of America, N.A. (the Syndication Agent, when in such capacity), and JP Morgan Chase Bank, dated November 4, 2004, as amended for refinancing by Agreement, dated March
_____________
Bank of America, N.A. – Holdings, Inc., National Mentor, Inc., several banks and financial institutions, Dymas Funding Company, LLC, General Electric Capital Corporation, Merrill Lynch Capital and UBS Securities LLC, Bank of America, N.A., Bank of America, N.A. (the Syndication Agent, when in such capacity), and JP Morgan Chase Bank, dated November 4, 2004, as amended for refinancing by Agreement, dated March 30, 2005.
Stockholders Agreement means
_____________
dt 1635446
;
J.P. Morgan
As referenced in this Agreement and Plan of Merger:
J.P. Morgan Securities Inc – of the date hereof, from JPMorgan Chase Bank, N.A., UBS Loan Finance LLC, Bank of America, N.A. and Banc of America Bridge LLC (such institutions, the Lenders), with J.P. Morgan Securities Inc ., UBS Securities LLC and Banc of America Securities LLC acting in arranging and bookrunning roles. Pursuant to the Debt Commitment Letter and subject to the terms and conditions contained
_____________
dt 1619969
;
More... |