ZBRA » Topics » RECITALS

These excerpts taken from the ZBRA 8-K filed May 29, 2008.

RECITALS

WHEREAS, Company and Participant desire to amend the 2002 Option Agreement to accelerate the vesting and extend the exercise period for the Option issued thereunder; and

WHEREAS, Section 12 of the Plan permits the amendment of the 2002 Option Agreement.

NOW THEREFORE, in consideration of the foregoing premises, the terms and conditions hereinafter set forth, the mutual benefits to be gained by the performance thereof, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged and accepted, the parties hereto agree as follows:

RECITALS

WHEREAS, Company and Participant desire to amend the 2006 Option Agreement to accelerate the vesting and extend the exercise period for Option issued thereunder; and

WHEREAS, Section 12 of the Plan permits the amendment of the 2006 Option Agreement.

NOW THEREFORE, in consideration of the foregoing premises, the terms and conditions hereinafter set forth, the mutual benefits to be gained by the performance thereof, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged and accepted, the parties hereto agree as follows:

This excerpt taken from the ZBRA 8-K filed Dec 17, 2007.

RECITALS

A.      The Board of Managers of the Company has deemed it advisable and fair to and in the best interests of the Company and the Company Members that the Company consummate the business combination and other transactions provided for herein.

B.      The Board of Directors of Parent has approved, in accordance with applicable provisions of the General Corporation Law and the Limited Liability Company Act of the state of Delaware (collectively, “Delaware Law”), this Agreement and the transactions contemplated hereby, including the Merger.

C.      The Board of Managers of the Company has (i) approved, in accordance with applicable provisions of Delaware Law and the Company Operating Agreement, this Agreement and the transactions contemplated hereby, including the Merger, (ii) recommended that the Company Members vote to approve and adopt the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (iii) determined to submit the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, including the Merger, to the Company Members for their approval and adoption as required under Delaware Law and the Company Operating Agreement.

D.      Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to Parent’s willingness to enter into this Agreement, the parties identified on Exhibit A hereto, being the holders of the outstanding Company Shares constituting in excess of eighty-five percent (85%) of the Company Shares and which are sufficient to provide the Member Approvals (each a “Principal Member” and collectively, the “Principal Members”), are entering into a voting and support agreement (the “Support Agreement”) by and among the Principal Members, the Members’ Representative, Parent and Merger Sub, providing, among other things, that subject to the terms and conditions thereof, each of the Principal Members will vote his, her or its Company Shares in favor of the approval and adoption of this Agreement and the consummation of the transactions contemplated hereby, including the Merger.

E.      Concurrently with the execution and delivery of this Agreement, members of the Company holding (i) a majority of the then outstanding Company Class B Shares, voting as a separate class, (ii) a majority of the then outstanding Company Class C Shares, voting as a separate class, and (iii) a majority of the then outstanding Company Shares (collectively, the “Member Approvals”), voting as a single class, will, by way of an action by written consent,


approve and adopt this Agreement and the consummation of the transactions contemplated hereby, including the Merger.

F.      Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to Parent’s willingness to enter into this Agreement, Parent, the Members’ Representative and the Escrow Agent agree to enter into an escrow agreement substantially in the form attached hereto as Exhibit B (the “Escrow Agreement”) to be executed and delivered as of the Closing Date, pursuant to which a portion of the Aggregate Merger Consideration shall be placed in an escrow account to secure the obligations set forth in Section 1.10 and Article VII.

G.      Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to Parent’s willingness to enter into this Agreement, (i) the Company and each key employee set forth on Exhibit C, shall enter into an employment and non-competition agreement substantially in form and substance attached as Exhibit D attached hereto (collectively, the “Employment Agreements”), (ii) the Company and each of Jonathan Shields and Erik Tiemroth shall enter into a consulting and non-competition agreement substantially in form and substance attached as Exhibit E attached hereto (collectively, the “Consulting Agreements”), and (iii) the Company and James Burleigh shall enter into an employee confidentiality and inventions agreement substantially in form and substance attached as Exhibit F attached hereto (the “Burleigh Confidentiality Agreement”).

H.      Parent and Merger Sub, on the one hand, and the Company, on the other hand, desire to make certain representations, warranties and agreements in connection with the Merger and also to prescribe certain conditions to the Merger.

NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

This excerpt taken from the ZBRA 10-Q filed May 4, 2007.

RECITALS

A. The Company is engaged in the business of developing, marketing, selling and servicing wireless solutions for tracking and managing enterprise assets (the “Business”).

B. The Parties hereto desire to enter into this Agreement and, subject to the conditions hereof and in accordance with the provisions of the California General Corporation Law (the “GCL”), consummate the transactions contemplated hereby pursuant to which the Parent will acquire all of the capital stock of the Company through a merger of Merger Sub with and into the Company (the “Merger”), following which the Company shall continue as the surviving corporation.

C. The Board of Directors of the Company (the “Board”) has approved and adopted the terms and conditions of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and has determined to submit the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby to the Shareholders for their approval and adoption required under the GCL and the Company’s Articles of Incorporation.

D. The Board has carefully considered the terms and conditions of this Agreement and has determined that the terms and conditions of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, are fair to and in the best interests of the Company and the Shareholders, and the Board recommends that the Shareholders vote to approve and adopt the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

E. The Company, on the one hand, and Parent and Merger Sub, on the other hand, desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also prescribe various conditions to the Merger.

F. Concurrently with the execution of this Agreement, the parties identified on Schedule A hereto, being holders of shares of Series A-1 Stock, Series B-1 Stock and/or Common Stock constituting approximately eighty-five percent (85%) of the Company Shares (each a “Principal Shareholder” and collectively, the “Principal Shareholders”), are entering into a voting and support agreement (the “Support Agreement”) by and among the Principal


Shareholders, Parent and Merger Sub, providing, among other things, that, subject to the terms and conditions thereof, each of the Principal Shareholders will vote his, her or its shares of Company Stock in favor of the Merger and the approval and adoption of this Agreement.

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