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 | 2005 |
Agreement and Plan of Merger
Agreement and Plan of Merger (241K)
Doc #1134063: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
SSA GLOBAL TECHNOLOGIES, INC.,
SSA-E MERGER SUBSIDIARY INC.,
SSA-E ACQUISITION SUBSIDIARY INC.
AND
E.PIPHANY, INC.
Dated as of August 3, 2005
Table of Contents
Page
ARTICLE I DEFINITIONS
1
ARTICLE II MERGER AND ASSET PURCHASE
13
. . .
1134063
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E.piphany
As referenced in this Agreement and Plan of Merger:
E.PIPHANY, INC. – TECHNOLOGIES, INC.
EXHIBIT 2.1
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
SSA GLOBAL TECHNOLOGIES, INC.,
SSA-E MERGER SUBSIDIARY INC.,
SSA-E ACQUISITION SUBSIDIARY INC.
AND
E.PIPHANY, INC.
Dated as of August 3, 2005
Table of Contents
Page
ARTICLE I DEFINITIONS
1
ARTICLE II MERGER AND ASSET PURCHASE
13
Section 2.1.
The Merger
13
Section 2.
_____________
E.piphany, Inc. – a Delaware corporation and a wholly-owned subsidiary of Parent (?Merger Subsidiary?), SSA-E Acquisition Subsidiary Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (?Acquisition Subsidiary?), and E.piphany, Inc. , a Delaware corporation (the ?Company?). Parent, Merger Subsidiary, Acquisition Subsidiary and the Company are each individually referred to herein as a ?Party? and together collectively referred to herein as
_____________
E.piphany, Inc. – amp; Zabel LLP
919 Third Avenue
New York, New York 10022
Attention: Robert B. Loper, Esq./Richard A. Presutti, Esq.
Facsimile: (212) 593-5955
(b)
if to the Company, to:
E.piphany, Inc.
475 Concar Drive
San Mateo, California 94402
Attention: Karen Richardson
Facsimile: (650) 578-7403
with a copy to:
E.piphany, Inc.
475 Concar Drive
San Mateo, California 94402
Attention:
_____________
E.piphany, Inc. – 212) 593-5955
(b)
if to the Company, to:
E.piphany, Inc.
475 Concar Drive
San Mateo, California 94402
Attention: Karen Richardson
Facsimile: (650) 578-7403
with a copy to:
E.piphany, Inc.
475 Concar Drive
San Mateo, California 94402
Attention: Andrew Sherman
Facsimile: (650) 240-1734
with a copy to:
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
_____________
E.PIPHANY, INC. – amp; Secretary
SSA-E MERGER SUBSIDIARY INC.
By:
/s/ Kirk Isaacson
Name:
Kirk Isaacson
Title:
President
SSA-E ACQUISITION SUBSIDIARY INC.
By:
/s/ Kirk Isaacson
Name:
Kirk Isaacson
Title:
President
E.PIPHANY, INC.
By:
/s/ Karen Richardson
Name:
Karen Richardson
Title:
Chief Executive Officer
Signature page to Merger Agreement
_____________
dt 1758698
;
|
E.piphany
As referenced in this Agreement and Plan of Merger:
E.PIPHANY, INC. – TECHNOLOGIES, INC.
EXHIBIT 2.1
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
SSA GLOBAL TECHNOLOGIES, INC.,
SSA-E MERGER SUBSIDIARY INC.,
SSA-E ACQUISITION SUBSIDIARY INC.
AND
E.PIPHANY, INC.
Dated as of August 3, 2005
Table of Contents
Page
ARTICLE I DEFINITIONS
1
ARTICLE II MERGER AND ASSET PURCHASE
13
Section 2.1.
The Merger
13
Section 2.
_____________
E.piphany, Inc. – a Delaware corporation and a wholly-owned subsidiary of Parent (?Merger Subsidiary?), SSA-E Acquisition Subsidiary Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (?Acquisition Subsidiary?), and E.piphany, Inc. , a Delaware corporation (the ?Company?). Parent, Merger Subsidiary, Acquisition Subsidiary and the Company are each individually referred to herein as a ?Party? and together collectively referred to herein as
_____________
E.piphany, Inc. – amp; Zabel LLP
919 Third Avenue
New York, New York 10022
Attention: Robert B. Loper, Esq./Richard A. Presutti, Esq.
Facsimile: (212) 593-5955
(b)
if to the Company, to:
E.piphany, Inc.
475 Concar Drive
San Mateo, California 94402
Attention: Karen Richardson
Facsimile: (650) 578-7403
with a copy to:
E.piphany, Inc.
475 Concar Drive
San Mateo, California 94402
Attention:
_____________
E.piphany, Inc. – 212) 593-5955
(b)
if to the Company, to:
E.piphany, Inc.
475 Concar Drive
San Mateo, California 94402
Attention: Karen Richardson
Facsimile: (650) 578-7403
with a copy to:
E.piphany, Inc.
475 Concar Drive
San Mateo, California 94402
Attention: Andrew Sherman
Facsimile: (650) 240-1734
with a copy to:
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
_____________
E.PIPHANY, INC. – amp; Secretary
SSA-E MERGER SUBSIDIARY INC.
By:
/s/ Kirk Isaacson
Name:
Kirk Isaacson
Title:
President
SSA-E ACQUISITION SUBSIDIARY INC.
By:
/s/ Kirk Isaacson
Name:
Kirk Isaacson
Title:
President
E.PIPHANY, INC.
By:
/s/ Karen Richardson
Name:
Karen Richardson
Title:
Chief Executive Officer
Signature page to Merger Agreement
_____________
dt 1758704
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Full Doc
| 2000 |
Agreement and Plan of Reorganization
Agreement and Plan of Reorganization (186K)
Doc #1134233: Click preview link for longer preview.
AGREEMENT AND PLAN OF REORGANIZATION
BY AND AMONG
E.PIPHANY, INC.,
TROUT ACQUISITION CORPORATION,
AND
eCLASS DIRECT, INC.
APRIL 13, 2000
<PAGE> 2
AGREEMENT AND PLAN OF REORGANIZATION
This AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made and
entered into as of April 13, 2000, . . .
1134233
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E.piphany
As referenced in this Agreement and Plan of Reorganization:
E.PIPHANY, INC. – 2
<FILENAME>0002.txt
<DESCRIPTION>EX-2.1
<TEXT>
<PAGE> 1
EXHIBIT 2.1
AGREEMENT AND PLAN OF REORGANIZATION
BY AND AMONG
E.PIPHANY, INC. ,
TROUT ACQUISITION CORPORATION,
AND
eCLASS DIRECT, INC.
APRIL 13, 2000
<PAGE> 2
AGREEMENT AND PLAN OF REORGANIZATION
This AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made
_____________
E.piphany, Inc. – lt;PAGE> 2
AGREEMENT AND PLAN OF REORGANIZATION
This AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made and
entered into as of April 13, 2000, by and among E.piphany, Inc. , a Delaware
corporation ("Buyer"), Trout Acquisition Corporation, a California corporation
("Merger Sub"), and wholly owned subsidiary of Buyer, and eClass Direct, Inc., a
California corporation ("Company").
RECITALS
A. The
_____________
E.piphany, Inc. – to the
parties at the following address (or at such other address for a party as shall
be specified by like notice):
(a) if to Buyer or Merger Sub, to:
E.piphany, Inc.
1900 S. Norfolk Street
Suite 310
San Mateo, CA 94403
Attn: Kevin Yeaman
Telephone: (650) 356-3800
Facsimile: (650) 356-3801
with a copy to:
Gray Cary Ware &
_____________
E.PIPHANY, INC. – OF PAGE INTENTIONALLY LEFT BLANK]
51
<PAGE> 53
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
BUYER: COMPANY:
E.PIPHANY, INC. eCLASS DIRECT, INC.
By: /s/ ROGER S. SIBONI By: /s/ THOMAS KLENKE
------------------------------- ---------------------------------
Title: Chief Executive Officer Title: President
---------------------------- ------------------------------
MERGER SUB:
TROUT ACQUISITION CORPORATION
By: /s/ KEVIN J. YEAMAN
-------------------------------
Title:
_____________
dt 1468586
;
E.piphany
As referenced in this Agreement and Plan of Reorganization:
E.PIPHANY, INC. – 2
<FILENAME>0002.txt
<DESCRIPTION>EX-2.1
<TEXT>
<PAGE> 1
EXHIBIT 2.1
AGREEMENT AND PLAN OF REORGANIZATION
BY AND AMONG
E.PIPHANY, INC. ,
TROUT ACQUISITION CORPORATION,
AND
eCLASS DIRECT, INC.
APRIL 13, 2000
<PAGE> 2
AGREEMENT AND PLAN OF REORGANIZATION
This AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made
_____________
E.piphany, Inc. – lt;PAGE> 2
AGREEMENT AND PLAN OF REORGANIZATION
This AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made and
entered into as of April 13, 2000, by and among E.piphany, Inc. , a Delaware
corporation ("Buyer"), Trout Acquisition Corporation, a California corporation
("Merger Sub"), and wholly owned subsidiary of Buyer, and eClass Direct, Inc., a
California corporation ("Company").
RECITALS
A. The
_____________
E.piphany, Inc. – to the
parties at the following address (or at such other address for a party as shall
be specified by like notice):
(a) if to Buyer or Merger Sub, to:
E.piphany, Inc.
1900 S. Norfolk Street
Suite 310
San Mateo, CA 94403
Attn: Kevin Yeaman
Telephone: (650) 356-3800
Facsimile: (650) 356-3801
with a copy to:
Gray Cary Ware &
_____________
E.PIPHANY, INC. – OF PAGE INTENTIONALLY LEFT BLANK]
51
<PAGE> 53
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
BUYER: COMPANY:
E.PIPHANY, INC. eCLASS DIRECT, INC.
By: /s/ ROGER S. SIBONI By: /s/ THOMAS KLENKE
------------------------------- ---------------------------------
Title: Chief Executive Officer Title: President
---------------------------- ------------------------------
MERGER SUB:
TROUT ACQUISITION CORPORATION
By: /s/ KEVIN J. YEAMAN
-------------------------------
Title:
_____________
dt 1468595
;
 Fleet National
As referenced in this Agreement and Plan of Reorganization:
Fleet National Bank – within two (2) business days after the Closing Date, the Escrow Shares for
purposes set forth in Section 9 of this Agreement.
2.7 Surrender of Certificates.
(a) Exchange Agent. Fleet National Bank shall act as
exchange agent (the "Exchange Agent") in the Merger.
6
<PAGE> 8
(b) Irrevocable Instruction to Issue Shares. At the
Closing, the Exchange Agent shall confirm
_____________
dt 1436948
;
|
 Gray Cary
As referenced in this Agreement and Plan of Reorganization:
Gray Cary – the conditions
set forth in Section 7 hereof, or at such other time as the parties hereto agree
(the "Closing Date"). The Closing shall take place at the offices of Gray Cary
Ware & Freidenrich LLP, 400 Hamilton Avenue, Palo Alto, California 94301, or at
such other location as the parties hereto agree.
2.3 Effect of the Merger. At the
_____________
Gray Cary – the Merger and upon exercise of options under the Company Stock
Plan assumed by Buyer shall have been made.
(e) Legal Opinion. Company shall have received a legal
opinion from Gray Cary Ware & Freidenrich LLP substantially in the form of
Exhibit G hereto.
8. Termination, Amendment and Waiver.
8.1 Termination. This Agreement may be terminated at any time
prior
_____________
Gray Cary – Sub, to:
E.piphany, Inc.
1900 S. Norfolk Street
Suite 310
San Mateo, CA 94403
Attn: Kevin Yeaman
Telephone: (650) 356-3800
Facsimile: (650) 356-3801
with a copy to:
Gray Cary Ware & Freidenrich LLP
48
<PAGE> 50
400 Hamilton Avenue
Palo Alto, CA 94301-1825
Attn: Bruce E. Schaeffer, Esq.
Telephone: (650) 833-2000
Facsimile: (650) 327-
_____________
dt 1399284
;
WSGR
As referenced in this Agreement and Plan of Reorganization:
Wilson Sonsini – prior to the Effective Time
shall have voted against the Merger or shall otherwise be eligible as
Dissenters' Shares.
(j) Legal Opinion. Buyer shall have received a legal
opinion from Wilson Sonsini Goodrich & Rosati, Professional Corporation
substantially in the form of Exhibit F hereto.
(k) Termination of SIMPLE IRA. Company shall have taken
the actions described in Section 6.16
_____________
Wilson Sonsini – on
behalf of Buyer by the chief executive officer or the chief financial officer of
Buyer to such effect.
(c) Tax Opinion. Company shall have received a written
opinion from Wilson Sonsini Goodrich & Rosati, Professional Corporation, to the
effect that the Merger will be treated for Federal income tax purposes as a
reorganization within the meaning of Section 368 of
_____________
Wilson Sonsini – if to Company, to:
625 Miramontes Street
Suite 206
Half Moon Bay, CA 94019
Attn: Thomas R. Klenke
Telephone: (650) 712-2524
Facsimile: (650) 712-2539
with a copy to:
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, CA 94304-1050
Attn: Neil Wolff, Esq.
Telephone: (650) 493-9300
Facsimile: (650) 493-6811
(c) if to Shareholders' Agent,
_____________
Wilson Sonsini – if to Shareholders' Agent, to:
Thomas R. Klenke
625 Miramontes Street
Suite 206
Half Moon Bay, CA 94019
Telephone: (650) 712-2524
Facsimile: (650) 712-2539
with a copy to:
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, CA 94304-1050
Attn: Neil Wolff, Esq.
Telephone: (650) 493-9300
Facsimile: (650) 493-6811
10.2 Counterparts. This Agreement
_____________
dt 1324847
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| 2002 |
Change of Control Severance Agreement
Change of Control Severance Agreement (25K)
Doc #1134140: Click preview link for longer preview.
E.PIPHANY, INC.
CHANGE OF CONTROL SEVERANCE AGREEMENT
This Change of Control Severance Agreement (the "Agreement") is made and
entered into by and between Roger Siboni (the "Employee") and E.piphany, Inc.
(the "Company"), effective as of the latest date set forth by the signatures of
the parties hereto below.
WHEREAS, the Board of Directors of the Company (the "Board") may from
time to time consider the possibility of an acquisition of the Company by
another company or . . .
1134140
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E.piphany
As referenced in this Change of Control Severance Agreement:
E.PIPHANY, INC. – TYPE>EX-10.18
<SEQUENCE>4
<FILENAME>f78932ex10-18.txt
<DESCRIPTION>EXHIBIT 10.18
<TEXT>
<PAGE>
EXHIBIT 10.18
E.PIPHANY, INC.
CHANGE OF CONTROL SEVERANCE AGREEMENT
This Change of Control Severance Agreement (the "Agreement") is made and
entered into by and between Roger Siboni (the "Employee") and E.piphany, Inc.
(
_____________
E.piphany, Inc. – 18
E.PIPHANY, INC.
CHANGE OF CONTROL SEVERANCE AGREEMENT
This Change of Control Severance Agreement (the "Agreement") is made and
entered into by and between Roger Siboni (the "Employee") and E.piphany, Inc.
(the "Company"), effective as of the latest date set forth by the signatures of
the parties hereto below.
WHEREAS, the Board of Directors of the Company (the "Board") may
_____________
E.PIPHANY, INC. – The remainder of this page is intentionally left blank]
8
<PAGE>
IN WITNESS WHEREOF, each of the parties has executed this Agreement on
the dates indicated below.
COMPANY E.PIPHANY, INC.
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Date:
---------------
EMPLOYEE:
-----------------------------
Name: Roger Siboni
Date:
------------------------
9
</TEXT>
</DOCUMENT>
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