200209214 - Laserfiche WebLink

Browse

200209214 shall supply to the Company in writing and be solely responsible for any information with respect to itself and its munmees, officers, dttecton and affiliuea required by Section 14(f) and Rule 14-1. (� (c) FoOowing fire election or appoinmern of parent's designees Portman to Section 103(a) ad until the Effective Time the approval of a majority of the directors of the Comparry, rhea in office who wee nor designated by Parent shall be required in (i) authorize (and such authorization shall comtittite die authorization of the Board of Directors and no other action on the part of the Company, including any action by my other director of the Company, shall be required to mtborim) my amendment or tetminatim of this Agreement by the Company, any extension of time for performance of MY obfigatiea a action hereunder by Patent or Merger Subsidiary. my exercise of rights w waive, of comPliaa:e with my of the agreements u, conditleris contained herein for the bereft[ of the Company, and (ti) take my other action by the Company in comectioa with this Agreement or the transaction contemplated hereby. ARTICLE 3 Tim Mmomt SECTION 3.01. The Merger. (a) At the Effective Time, the Company shall be merged (the "Merger •.) with and into Merger Subsidiary in accordance with Ddawate Law and Arkamm Law, whereupon the separate existence of the Company shall ccae, and Merger Subsidiary shall be the surviving corporation (the "Surviving Corporation'). (b) Subject only to Delaware Law and Ark^na lei Law. as soon a practicable (but in an even late[ than two Business Lays) after satisfaction or, to the extent permitted hereunder, waiver of all conditiorn to the Merger. W the closing of the Merger will take place a the offices of Parent is Company and Merger S Memphis. Teao f Sts and d the Subsidiary will file ■ mtificate of merger with the, Delaware Secretary of State sand articles of merger with the A[Itamas Secretary of State and make all other filings w recordings required by Delaware Law and Arkansas Law in connection with the Mega. The Merger shall become eff cdw a mch time (the •'Effective Time ") a the certificate of merger is duly filed with the Delaware Secretary of State and the articles of merger arc duly filed with the Arkansas Secretary of State w at such later time as is specified in the certificate of merger and the articles of margin. (c) From and after the Effective Time, the Surviving Cwpm=n shall poems, all the rights. power, privileges and franchises and be sublets to all of the obligations, fiabilitia, restriction and dtaabilitin of the Company and Merger subsidiary. all as provided under Delaware Law. SEcnON 3.02. Conversion of Shares. At the Effective Time: (a) except a otherwise provided in Section 3.02(b) or Section 3.04, each Sham outstanding irmediarely Prior to the Effective Time shall be converted arm the right in receive thin number of shares ad Palm[ Stock (rounded to the nearest ten - thousandth of a sham) (such uumber. the "Exchange Ration ") determined by dividing $28.13 by the Market Prim per ro shoe of part St.,,.4 Ile ••My(nn prim " Per sham M Punt Stock shall be the avenge closing price Per sham of Paint Stock on the New York Stock Exchange, Inc. (the NYSE ") a the and of the mguiu session a reported on the Consolidated Tape, Network A for the No trading days selected by Parent and the Company by lo[ out of the 20 trading days ending on and including the Bfth trading day Prior to the Effective Time ( the "Random Trading Days "). Poem and the Company Wall select the Random Trading Days a 5:00 p.m. New York time cam such fifth trading day. The shoes of Poem Stock to be received u consideration pursuant to the Merger (mgehes with the cash in lien of fi iciiomal sham of Parent Stack as specified in Salim 3.07) are the "Merger Consideration". and the Merger Comideradua, mgedW with the Mlle Consideration, is the "Comidendon "; A -7