This excerpt taken from the TLEO 8-K filed Sep 18, 2009.
Option Agreement”), pursuant to which the Company has granted to Parent an exclusive, irrevocable right, in Parent’s sole discretion, to acquire the Company through the merger of a wholly-owned subsidiary of Parent with and into the Company at any time prior to the termination of this Agreement.
I. Concurrent with the execution and delivery of this Agreement, the Option Agreement shall be terminated and shall no longer have any effect.
NOW, THEREFORE, in consideration of the mutual agreements, covenants and other premises set forth herein, the mutual benefits to be gained by the performance thereof, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, the parties hereby agree as follows:
1.1 The Merger. At the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the California General Corporation Code (“