Acquisition Agreement For Plan of Arrangement - 范本
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ACQUISITION AGREEMENT FOR PLAN OF ARRANGEMENT
BY AND AMONG
PEREGRINE SYSTEMS, INC.,
PEREGRINE NOVA SCOTIA COMPANY,
TELCO RESEARCH CORPORATION LIMITED,
AND
1400066 ONTARIO, INC.
DATED AS OF FEBRUARY 8, 2000
全文目录如下：
详细内容见附件
ARTICLE I THE PLAN OF ARRANGEMENT
1.1 IMPLEMENTATION STEPS BY COMPANY
1.7 NO FURTHER OWNERSHIP RIGHTS IN COMPANY COMMON SHARES
1.8 LOST, STOLEN OR DESTROYED CERTIFICATES
1.9 TAX AND ACCOUNTING CONSEQUENCES
1.10 TAKING OF NECESSARY ACTION; FURTHER ACTION
ARTICLE II REPRESENTATIONS AND WARRANTIES OF COMPANY AND AMALGAMATION SUB
2.1 Organization and Qualification; Subsidiaries
2.2 ARTICLES OF INCORPORATION AND BYLAWS
2.4 AUTHORITY RELATIVE TO THIS AGREEMENT
2.5 NO CONFLICT; REQUIRED FILINGS AND CONSENTS
2.7 ONTARIO FILINGS; FINANCIAL STATEMENTS
2.8 NO UNDISCLOSED LIABILITIES
2.9 ABSENCE OF CERTAIN CHANGES OR EVENTS
2.14 RESTRICTIONS ON BUSINESS ACTIVITIES
2.20 AGREEMENTS, CONTRACTS AND COMMITMENTS
2.22 OPINION OF FINANCIAL ADVISOR
2.25 ISSUANCE AND RESALE OF PARENT COMMON STOCK
ARTICLE III REPRESENTATIONS AND WARRANTIES OF PARENT AND CANADIAN SUB
3.1 ORGANIZATION AND QUALIFICATION; SUBSIDIARIES
3.2 AUTHORITY RELATIVE TO THIS AGREEMENT
3.3 NO CONFLICT; REQUIRED FILINGS AND CONSENTS
3.4 SEC FILINGS; FINANCIAL STATEMENTS
3.7 NO UNDISCLOSED LIABILITIES
3.8 TSB INTERNATIONAL TAX TREATMENT
3.9 ISSUANCE OF RESALE OF PARENT COMMON STOCK
ARTICLE IV CONDUCT PRIOR TO THE EFFECTIVE TIME
4.1 CONDUCT OF BUSINESS BY COMPANY
4.2 CONDUCT OF BUSINESS BY PAREN
ARTICLE V COMPANY SHAREHOLDER APPROVAL
5.1 CIRCULAR; OTHER FILINGS; BOARD RECOMMENDATIONS
5.2 MEETING OF COMPANY SHAREHOLDERS
ARTICLE VI ADDITIONAL AGREEMENTS
6.1 CONFIDENTIALITY; ACCESS TO INFORMATION.
6.4 REASONABLE EFFORTS; NOTIFICATION.
6.10 COMPANY AFFILIATE AGREEMENT
6.11 REGULATORY FILINGS; REASONABLE EFFORTS
6.12 TERMINATION OF SEVERANCE PLANS
6.14 LISTING OF COMPANY COMMON SHARES
ARTICLE VII CONDITIONS TO THE ARRANGEMENT
7.1 CONDITIONS TO OBLIGATIONS OF EACH PARTY TO EFFECT THE ARRANGEMENT
7.2 ADDITIONAL CONDITIONS TO OBLIGATIONS OF COMPANY
7.3 ADDITIONAL CONDITIONS TO THE OBLIGATIONS OF PARENT
ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER
8.2 NOTICE OF TERMINATION; EFFECT OF TERMINATION
9.1 NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES
9.3 INTERPRETATION; KNOWLEDGE.
9.5 ENTIRE AGREEMENT; THIRD PARTY BENEFICIARIES
9.7 OTHER REMEDIES; SPECIFIC PERFORMANCE
ARTICLE X ADDITIONAL DEFINITIONS
INDEX OF EXHIBITS
Exhibit A Form of Company Voting Agreement
Exhibit B Form of Stock Option Agreement
Exhibit C Form of Company Affiliate Agreement
Exhibit D Form of Continuance Resolution
Exhibit E Form of Arrangement Resolution
Exhibit F Plan of Arrangement
Exhibit G Form of Noncom petition Agreement
ACQUISITION AGREEMENT FOR PLAN OF ARRANGEMENT
This ACQUISITION AGREEMENT FOR PLAN OF ARRANGEMENT (this "AGREEMENT") is made and entered into as of February 8, 2000, among Peregrine Systems, Inc., a Delaware corporation ("PARENT"), Peregrine Nova Scotia Company, an unlimited liability company existing under the Nova Scotia Companies Act and a direct wholly owned subsidiary of Parent ("CANADIAN SUB"), and Telco Research Corporation Limited, a Canada Business Corporations Act corporation ("COMPANY"), and 1400066 Ontario Inc., an Ontario corporation ("AMALGAMATION SUB").
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Acquisition Agreement For Plan of Arrangement - Peregrine Systems Inc. and Telco Research Corp. Ltd. (Feb 8, 2000).docx
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发布于 2021-11-22 14:38:58
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