|
|
 | | | |
- close
- close
- close
- close
| |||||||||
This excerpt taken from the CVS 8-K filed Aug 13, 2008. Maryland
Law”), and each Share that is not tendered and accepted pursuant to the
Offer (other than Shares owned by Parent or any direct or indirect wholly owned
subsidiary of Parent or the Company) will thereupon be canceled and converted
into the right to receive cash in an amount equal to the Offer Price, in each
case, on the terms and conditions set forth herein;
WHEREAS,
the Board of Directors (A) has, by unanimous vote, (i) determined that this
Agreement and the transactions contemplated hereby, including the Offer and the
Merger, are advisable and in the best interests of the Company and its
stockholders on the terms and conditions set forth herein and (ii) adopted
this Agreement and approved the transactions contemplated hereby, including the
Offer and the Merger, on the terms and conditions substantially as set forth
herein, and (B) has unanimously resolved to recommend that the Company’s
stockholders accept the Offer, tender their Shares into the Offer and, if
required by Applicable Law, approve the Merger; and
WHEREAS,
the respective boards of directors of Parent and Merger Subsidiary have adopted,
approved and declared advisable, and Parent has caused the sole stockholder of
Merger Subsidiary to approve, this Agreement providing
for the
Offer and the Merger in accordance with Maryland Law upon the terms and
conditions set forth herein.
NOW,
THEREFORE, in consideration of the representations, warranties, covenants and
agreements contained in this Agreement, and intending to be legally bound
hereby, Parent, Merger Subsidiary and the Company hereby agree as
follows:
ARTICLE
1
Definitions
Section
1.01. Definitions. (a)
As used herein, the following terms have the following
meanings:
“ |
| |||||||
