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Subscribers | 2003 |
Agreement and Plan of Merger
Agreement and Plan of Merger (220K)
Doc #1496061: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
AMONG
PATTERSON DENTAL COMPANY,
RETEP, INC.,
ABILITYONE PRODUCTS CORP.
AND
ABILITYONE II, L.L.C., AS REPRESENTATIVE OF THE COMPANY
STOCKHOLDERS
AUGUST 15, 2003
ARTICLE 1 DEFINITIONS
3
ARTICLE 2 THE MERGER
16
SECTION 2.01
The Merger
16
SECTION 2.02
Closing and Effective Time
16
SECTION 2.03
Effect of the Merger
. . .
1496061
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ISDA
As referenced in this Agreement and Plan of Merger:
International Swap Dealers Association, Inc – Return
47
ARTICLE 7 POST-CLOSING COVENANTS
47
SECTION 7.01
General
48
SECTION 7.02
Employee Matters
48
SECTION 7.03
Directors and Officers Indemnification
49
SECTION 7.04
International Swap Dealers Association, Inc . Master Agreement
50
SECTION 7.05
Consents and Approvals
50
ARTICLE 8 CONDITIONS TO OBLIGATION TO CLOSE
51
SECTION 8.01
Conditions to Obligations of Each Party Under This
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International Swap Dealers Association, Inc – shall be enforceable by such Company Indemnified Party, its heirs and personal representatives and shall be binding on Parent, the Surviving Corporation and their successors and assigns.
SECTION 7.04 International Swap Dealers Association, Inc . Master Agreement. Parent shall pay, or shall cause the Surviving Corporation to pay, any amount payable by the Company or its Subsidiaries for any obligation arising from, in connection
_____________
International Swap Dealers Association, Inc – payable by the Company or its Subsidiaries for any obligation arising from, in connection with or incident to the obligations of the Company or its Subsidiaries pursuant to that certain International Swap Dealers Association, Inc . Master Agreement dated as of May 16, 2002 between Bank of America, N.A. and AbilityOne Corporation.
SECTION 7.05 Consents and Approvals. The Company Stockholders will use their
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dt 1675356
;
ISDA
As referenced in this Agreement and Plan of Merger:
International Swap Dealers Association, – Return
47
ARTICLE 7 POST-CLOSING COVENANTS
47
SECTION 7.01
General
48
SECTION 7.02
Employee Matters
48
SECTION 7.03
Directors and Officers Indemnification
49
SECTION 7.04
International Swap Dealers Association, Inc. Master Agreement
50
SECTION 7.05
Consents and Approvals
50
ARTICLE 8 CONDITIONS TO OBLIGATION TO CLOSE
51
SECTION 8.01
Conditions to Obligations of Each Party Under
_____________
International Swap Dealers Association, – shall be enforceable by such Company Indemnified Party, its heirs and personal representatives and shall be binding on Parent, the Surviving Corporation and their successors and assigns.
SECTION 7.04 International Swap Dealers Association, Inc. Master Agreement. Parent shall pay, or shall cause the Surviving Corporation to pay, any amount payable by the Company or its Subsidiaries for any obligation arising from, in
_____________
International Swap Dealers Association, – payable by the Company or its Subsidiaries for any obligation arising from, in connection with or incident to the obligations of the Company or its Subsidiaries pursuant to that certain International Swap Dealers Association, Inc. Master Agreement dated as of May 16, 2002 between Bank of America, N.A. and AbilityOne Corporation.
SECTION 7.05 Consents and Approvals. The Company Stockholders will use
_____________
dt 1670950
;
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 BofA
As referenced in this Agreement and Plan of Merger:
Bank of America, N.A. – 27, 2002, among the Company, certain of its Subsidiaries party thereto, the lender parties thereto (the Lenders), Wachovia Bank, National Association, as Administrative Agent and Security Trustee, Antares Capital Corporation, Bank of America, N.A. , Madison Capital Funding LLC and BNP Paribas, as amended or supplemented from time to time.
10
Lenders has the meaning set forth in the definition of Lender Debt.
Liability
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Bank of America, N.A. – with or incident to the obligations of the Company or its Subsidiaries pursuant to that certain International Swap Dealers Association, Inc. Master Agreement dated as of May 16, 2002 between Bank of America, N.A. and AbilityOne Corporation.
SECTION 7.05 Consents and Approvals. The Company Stockholders will use their commercially reasonable efforts to cause to be delivered to Parent all consents and approvals
_____________
dt 1684067
;
CSFB LLC
As referenced in this Agreement and Plan of Merger:
Credit Suisse First Boston LLC – material authorization, consent, or approval of any Governmental Body in order for the Parties to consummate the Transactions contemplated by this Agreement.
SECTION 4.05 Brokers Fees. Other than to Credit Suisse First Boston LLC , neither the Company nor any of its Subsidiaries has or will have any Liability to pay any fees or commissions to any broker, finder, or agent with respect to
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dt 1687238
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