This excerpt taken from the GVHR 8-K filed May 20, 2009.
1100 San Leandro Blvd., Suite 300
Ladies and Gentlemen:
Reference is hereby made to the Agreement and Plan of Merger (the Merger Agreement), dated as of March 4, 2009, by and among TriNet Group, Inc., a Delaware corporation (Parent), Gin Acquisition, Inc., a Florida corporation and a wholly owned subsidiary of Parent (Merger Sub), and Gevity HR, Inc., a Florida corporation (the Company), pursuant to which Merger Sub will be merged with and into the Company with the Company surviving the Merger as a wholly owned subsidiary of Parent. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement and all references to Sections or Articles herein shall be deemed to refer to Sections or Articles of the Merger Agreement.
Parent, Merger Sub and the Company desire to provide for the closing of the Merger (the Closing) on a date that is optimal for financial, accounting, business and other purposes. Accordingly, in consideration of the agreements of the parties contained herein and other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, Parent, Merger Sub and the Company hereby agree as follows:
1. Agreements with respect to the Closing.
(a) Section 1.02 of the Merger Agreement provides that, unless the Merger Agreement shall have been terminated in accordance with Section 8.01, and subject to the satisfaction or waiver of the conditions set forth in Article VII, the Closing will take place at 10:00 a.m., Eastern Time (the Closing Date) at the offices of King & Spalding LLP, 1185 Avenue of the Americas, New York, New York on the third Business Day (the Scheduled Closing Date) following the date on which the last of such conditions (other than any condition which, by its nature, is to be satisfied at the Closing (but subject to the satisfaction or waiver of such conditions)) is satisfied or waived in accordance with the Merger Agreement (the date on which such conditions (other than any condition which, by its nature, is to be satisfied at the Closing) are satisfied or waived being the Condition Satisfaction Date), or at such other time, date or place as Parent and the Company may agree.