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Schlumberger Technology Corp.

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$68	Preview Full Doc	2004	Agreement and Plan of Reorganization Agreement and Plan of Reorganization (192K) Doc #1166841: Click preview link for longer preview. AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG CREDENCE SYSTEMS CORPORATION CATALINE CORPORATION AND NPTEST HOLDING CORPORATION February 22, 2004 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 1.1 The Merger 2 1.2 Closing; Effective Time 2 1.3 Effect of the Merger 2 1.4 Certificate of Incorporation; Bylaws . . . 1166841	Schlumberger Schlumberger Technology Corp. ( Miscellany ) As referenced in this Agreement and Plan of Reorganization: Schlumberger Technology Corp – has since June 20, 2003 been the common parent (within the meaning of Section 1504(a) of the Code), and (ii) prior to July 30, 2003, the group of which Schlumberger Technology Corp oration was at all times the common parent (as so defined). (f) There is no claim, audit, action, suit, proceeding or investigation now pending or threatened in writing, or, to _____________ Schlumberger Technology Corp – International Limited from Schlumberger Technologies, Inc. and Schlumberger B.V. to NPTest Acquisition Corporation pursuant to that certain Stock Purchase and Sale Agreement dated June 24, 2003, by and among Schlumberger Technology Corp oration, Schlumberger Technologies, Inc., Schlumberger B.V., Company and NPTest Acquisition Corporation, including, without limitation, the assignment of all US and foreign patents and patent applications. 5.19 Parent Charter _____________ dt 1410843 ; Credence Credence Systems Corp. ( Semiconductors ) ;	Citigroup Global Citigroup Global Markets Inc. ( Financial ) As referenced in this Agreement and Plan of Reorganization: Citigroup Global Markets, Inc – or failures to comply as would not be reasonably expected to have a Company Material Adverse Effect. 2.15 Brokers and Finders Fees. Except for Credit Suisse First Boston and Citigroup Global Markets, Inc ., Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders fees or agents commissions or investment bankers fees or any similar charges _____________ Citigroup Global Markets, Inc – bankers fees or any similar charges have been paid or may become payable to, and all indemnification and other agreements related to the engagement of Credit Suisse First Boston and Citigroup Global Markets, Inc . 2.16 Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date set for the Company _____________ dt 1370017 ; UBS Securities UBS Securities LLC ( Financial ) As referenced in this Agreement and Plan of Reorganization: UBS Securities LLC – business, except for such violations or failures to comply as would not be reasonably expected to have a Parent Material Adverse Effect. 3.14 Brokers and Finders Fees. Except for UBS Securities LLC , Parent has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders fees or agents commissions or investment bankers fees or any similar charges _____________ UBS Securities LLC – covenant with respect to any information supplied by Company which is contained in the Joint Proxy Statement/Prospectus. 3.20 Opinion of Financial Advisor. Parent has been advised orally by UBS Securities LLC , its financial advisor, that in such advisors opinion, as of February 20, 2004, the consideration to be paid by Parent to the holders of Company Common Stock is fair, _____________ dt 1420439
$77	Preview Full Doc	2004	Agreement and Plan of Reorganization Agreement and Plan of Reorganization (193K) Doc #1289690: Click preview link for longer preview. AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG CREDENCE SYSTEMS CORPORATION CATALINE CORPORATION AND NPTEST HOLDING CORPORATION February 22, 2004 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 1.1 The Merger 2 1.2 Closing; Effective Time 2 1.3 Effect of the Merger 2 1.4 Certificate of Incorporation; Bylaws. 2 1.5 Directors and Officers 3 1.6 Effect on Capital Stock. . . . 1289690	Schlumberger Schlumberger Technology Corp. ( Miscellany ) As referenced in this Agreement and Plan of Reorganization: Schlumberger Technology Corp – has since June 20, 2003 been the common parent (within the meaning of Section 1504(a) of the Code), and (ii) prior to July 30, 2003, the group of which Schlumberger Technology Corp oration was at all times the common parent (as so defined). (f) There is no claim, audit, action, suit, proceeding or investigation now pending or threatened in writing, or, to _____________ Schlumberger Technology Corp – International Limited from Schlumberger Technologies, Inc. and Schlumberger B.V. to NPTest Acquisition Corporation pursuant to that certain Stock Purchase and Sale Agreement dated June 24, 2003, by and among Schlumberger Technology Corp oration, Schlumberger Technologies, Inc., Schlumberger B.V., Company and NPTest Acquisition Corporation, including, without limitation, the assignment of all US and foreign patents and patent applications. 5.19 Parent Charter _____________ dt 1410844 ; Nptest Holding Nptest Holding Corp ;	Citigroup Global Citigroup Global Markets Inc. ( Financial ) As referenced in this Agreement and Plan of Reorganization: Citigroup Global Markets, Inc – or failures to comply as would not be reasonably expected to have a Company Material Adverse Effect. 2.15 Brokers and Finders Fees. Except for Credit Suisse First Boston and Citigroup Global Markets, Inc ., Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders fees or agents commissions or investment bankers fees or any similar charges _____________ Citigroup Global Markets, Inc – bankers fees or any similar charges have been paid or may become payable to, and all indemnification and other agreements related to the engagement of Credit Suisse First Boston and Citigroup Global Markets, Inc . 2.16 Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date set for the Company _____________ dt 1370193 ; UBS Securities UBS Securities LLC ( Financial ) As referenced in this Agreement and Plan of Reorganization: UBS Securities LLC – business, except for such violations or failures to comply as would not be reasonably expected to have a Parent Material Adverse Effect. 3.14 Brokers and Finders Fees. Except for UBS Securities LLC , Parent has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders fees or agents commissions or investment bankers fees or any similar charges _____________ UBS Securities LLC – with respect to any information supplied by Company which is contained in the Joint Proxy Statement/Prospectus. 3.20 Opinion of Financial Advisor. 32 Parent has been advised orally by UBS Securities LLC , its financial advisor, that in such advisor's opinion, as of February 20, 2004, the consideration to be paid by Parent to the holders of Company Common Stock is _____________ dt 1420505