![]() ![]() On the Closing Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the ![]() The closing of the transactions contemplated by this Agreement shall take place at the offices of theĬompanys counsel, Helms Mulliss & Wicker, PLLC, 201 North Tryon Street, Charlotte, North Carolina at 11:00 a.m., Eastern Time, on the earliest to occur of (A) the third Business Day following the satisfaction or waiver of allĬonditions to the obligations of the parties set forth in Article 6 or (B) as otherwise agreed by the parties (the Separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the 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 CAROLINAS CAPITAL CORP., a North Carolina corporation, as agent for the holders of Equity Interests of the Company (the ), DIGITAL OPTICS CORPORATION, a Delaware ), DALTON ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent ( TESSERA TECHNOLOGIES, INC., a Delaware corporation ( Governing Law Consent to Jurisdiction Waiver of Trial by JuryĪGREEMENT AND PLAN OF MERGER, dated as of July 7, 2006 (this ∺greement), by and among Termination, Amendment and WaiverĮxercise of Remedies by Indemnitees other than Parent Written Consent in Lieu of Stockholders MeetingĬonditions to Obligations of Each Party Under This AgreementĪdditional Conditions to Obligations of Parent and Merger SubĪdditional Conditions to Obligations of the CompanyĪrticle 7. 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 No Conflict Required Filings and ConsentsĪrticle 4. Organization and Qualification No SubsidiariesĬertificate of Incorporation and By-laws Corporate Books and Records Representations and Warranties of the Company Conversion of Securities Exchange of CertificatesĬlosing Net Assets Adjustment to Merger ConsiderationĪrticle 3. TESSERA TECHNOLOGIES INC - 8-K - 20060710 - EXHIBIT_2Īrticle 2. The following is an excerpt from a 8-K SEC Filing, filed by TESSERA TECHNOLOGIES INC on. TESSERA TECHNOLOGIES INC - Current report filing (8-K) EXHIBIT 2.1 ![]()
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