Agreement and Plan of Reorganization - 范本
0 人赞同了该文章
AMENDED AND RESTATED
AGREEMENT AND PLAN OF REORGANIZATION
BY AND BETWEEN
ATARI CORPORATION
AND
JT STORAGE, INC.
APRIL 8, 1996
全文目录如下：
详细内容见附件
1.4 Certificate of Incorporation; Bylaws
1.5 Directors and Executive Officers
1.8 No Further Ownership Rights in Atari Stock
1.9 Lost, Stolen or Destroyed Certificates
1.11 Taking of Necessary Action; Further Action
ARTICLE II REPRESENTATIONS AND WARRANTIES OF JTS
2.1 Organization, Standing and Power
2.5 Absence of Certain Changes
2.6 Absence of Undisclosed Liabilities
2.8 Restrictions on Business Activities
2.9 Governmental Authorization
2.15 Certain Agreements Affected by the Merger
2.17 Interested Party Transactions
2.21 Complete Copies of Materials
2.22 Brokers' and Finders' Fees
2.23 Registration Statement; Proxy Statement/Prospectus
ARTICLE III REPRESENTATIONS AND WARRANTIES OF ATARI
3.1 Organization, Standing and Power
3.4 SEC Documents; Financial Statements
3.5 Absence of Certain Changes
3.6 Absence of Undisclosed Liabilities
3.8 Restrictions on Business Activities
3.9 Governmental Authorization
3.15 Certain Agreements Affected by the Merger
3.17 Interested Party Transactions
3.21 Complete Copies of Materials
3.22 Broker's and Finders' Fees
3.23 Registration Statement; Proxy Statement/Prospectus
3.24 Opinion of Financial Advisor
ARTICLE IV CONDUCT PRIOR TO THE EFFECTIVE TIME
4.1 Conduct of Business of JTS and Atari
4.2 Conduct of Business of JTS
4.3 Conduct of Business of Atari
4.5 No Other Atari Negotiations
ARTICLE V ADDITIONAL AGREEMENTS
5.1 Proxy Statement/Prospectus; Registration Statement
5.6 Continuity of Interest Certificates
5.11 Atari Employee Benefit Plans
5.14 Tax-Free Reorganization; Tax Returns
5.16 Indemnification of Officers and Directors
5.17 Listing of JTS Common Stock
5.18 Atari Consent to JTS Transaction with Moduler
5.20 Best Efforts and Further Assurances
ARTICLE VI CONDITIONS TO THE MERGER
6.1 Conditions to Obligations of Each Party to Effect the Merger
6.2 Additional Conditions to Obligations of JTS
6.3 Additional Conditions to the Obligations of Atari
ARTICLE VII TERMINATION, AMENDMENT AND WAIVER
ARTICLE VIII GENERAL PROVISIONS
8.1 Non-Survival at Effective Time
8.2 Absence of Third Party Beneficiary Rights
8.6 Entire Agreement; Non assign ability; Parties in Interest
8.11 Amendment and Restatement
SCHEDULES
JTS Disclosure Schedule
Atari Disclosure Schedule
Schedule 5.6 (a) -- JTS Significant Stockholders
Schedule 5.6 (b) -- Atari Significant Shareholders
Schedule 5.7 (a) -- JTS Voting Agreement Signatories
Schedule 5.7 (b) -- Atari Voting Agreement Signatories
Schedule 5.15 -- Registration Rights Holders
EXHIBITS
Exhibit A Form of Amended and Restated Certificate of Incorporation
Exhibit B Form of Amended and Restated Bylaws
Exhibit C-1 Form of JTS Voting Agreement
Exhibit C-2 Form of Atari Voting Agreement
AMENDED AND RESTATED
AGREEMENT AND PLAN OF REORGANIZATION
This AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made and entered into as of April 8, 1996, by and between Atari Corporation, a Nevada corporation ("Atari"), and JT Storage, Inc., a Delaware corporation ("JTS").
RECITALS
A. Atari is in the business of designing, manufacturing and selling computers, computer peripheral products and video games.
B. JTS is in the business of designing, manufacturing and selling computer peripheral products including mass storage computer disc drives.
C. The Boards of Directors of JTS and Atari believe it is in the best interests of their respective companies and the stockholders of their respective companies that JTS and Atari combine into a single company through the statutory merger of Atari with and into JTS (the "Merger") and, in furtherance thereof, have approved the Merger.
附件：
1.
Agreement and Plan of Reorganization - Atari Corp. and JT Storage Inc. (Apr 8, 1996).docx
下载
发布于 2021-11-26 15:33:41
还没有评论
