{"id":43023,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-and-plan-of-merger-and-reorganization-sonicwall-in4.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-and-reorganization-sonicwall-in4","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-and-reorganization-sonicwall-in4.html","title":{"rendered":"Agreement and Plan of Merger and Reorganization &#8211; SonicWALL Inc. and Ignyte Technology Inc."},"content":{"rendered":"<pre>\n                                AMENDMENT NO. 1\n                                    TO THE\n                AGREEMENT AND PLAN OF MERGER AND REORGANIZATION\n\n          THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER AND\nREORGANIZATION (\"Amendment\") is entered into as of March 6, 2001, by and among\n                 ---------                                                    \nSonicWALL, Inc., a California corporation (\"Parent\"), ITI Acquisition Corp., a\n                                            ------                            \nCalifornia corporation and a wholly owned subsidiary of Parent (\"Merger Sub\"),\n                                                                 ----------   \nIgnyte Technology, Inc., a California corporation (the \"Company\"), and Jeff\n                                                        -------            \nStark, as Shareholders' Representative.  Capitalized terms not otherwise defined\nin this Amendment have the meaning given them in the Agreement and Plan of\nMerger and Reorganization, dated March 1, 2001, by and among Parent, Merger Sub,\nthe Company and the Shareholders' Representative (the \"Agreement\").\n                                                       ---------   \n\n\n                                   RECITALS\n\n          A.  Pursuant to Section 8.03 of the Agreement, the Agreement may be\namended by the parties thereto by action taken by or on behalf of their\nrespective Boards of Directors at any time prior to the Effective Time by\nexecution of an instrument in writing signed on behalf of each of the parties\nthereto.\n\n          B.  Parent, Merger Sub and the Company desire to amend certain\nprovisions of the Agreement.\n\n          NOW, THEREFORE, in consideration of the mutual promises and covenants\nhereinafter set forth, Parent, Merger Sub and the Company hereby agree as\nfollows:\n\n          1.  Pursuant to Section 8.03 of the Agreement, Section 2.01(a)(i) of\nthe Agreement is hereby amended in its entirety to read as follows:\n\n          \"each share of Company Common Stock issued and outstanding immediately\nprior to the Effective Time (other than any shares of Company Common Stock to be\ncanceled pursuant to Section 2.01(a)(iii) and any Dissenting Shares (as defined\nin Section 2.05)) shall be converted into the right to receive the Common\nExchange Ratio (as defined in Section 2.01(b)); provided, however, that each of\n                                                --------  -------              \nthe individuals listed on Schedule 6.05(b) hereto shall receive $137,000 cash in\nlieu of each of their rights to receive 8,804.63 shares of Parent Common Stock\npursuant to the foregoing.\"\n\n          2.  Pursuant to Section 8.03 of the Agreement, Section 2.01(b)(iii) of\nthe Agreement is hereby amended to read as follows:\n\n          \"'Escrow Shares' means 53,210 shares of Parent Common Stock.\"\n            --------------                                             \n\n \n          3.  Pursuant to Section 8.03 of the Agreement, Section 2.01(b)(vii) of\nthe Agreement is hereby amended in its entirety to read as follows:\n\n          \"'Preferred Cash Component' means the amount of cash determined by the\n            ------------------------                                            \nfollowing formula:\n\nPreferred Cash Component = (0.7xClosing Price x Vested Parent Shares) +$800,000\n                           ----------------------------------------------------\n- ($800,000\/.19) + (0.7xClosing Price x $2,000,000\/$15.56)\n----------------------------------------------------------\n                   (1\/.19) + (0.7xClosing Price\/$15.56) - 1\"\n\n          4.  Pursuant to Section 8.03 of the Agreement, Section 2.01(b)(x) of\nthe Agreement is hereby amended to read as follows:\n\n          \"'Vested Parent Shares' is the number of vested shares of Parent\n            --------------------                                          \nCommon Stock issuable to the holders of Company Common Stock at the Closing,\nexcluding the portion of such shares which are to be deposited into the Escrow\nFund (as defined in Section 2.02(b)) pursuant to the terms of this Agreement.\"\n\n          5.  Pursuant to Section 8.03 of the Agreement, Section 6.14 of the\nAgreement is hereby amended to read as follows:\n\n          \"Registration on Form S-3.  Parent covenants to file a registration\n           ------------------------                                          \nstatement on Form S-3 to register the resale of all shares of Parent Common\nStock issued pursuant to Article II hereof within 90 days following the\nEffective Time, subject to the terms of Schedule 6.14 hereof; provided, however,\nthat in the event of a Board of Directors' Determination (as such term is\ndefined in Schedule 6.14), Parent shall have the one time right to delay the\neffectiveness of such registration for a period of up to 30 days.\"\n\n          6.  This Amendment may be executed in two or more counterparts, each\nof which shall be deemed an original, but all of which together shall constitute\none and the same instrument.\n\n          7.  This Amendment, when executed by Parent, Merger Sub, the Company\nand the Shareholders' Representative as of the date hereof, shall have been\neffected in accordance with Section 8.03 of the Agreement and accordingly shall\nbe binding upon each such party.\n\n          8.  This Amendment shall be governed by and construed in accordance\nwith the laws of the State of California without regard to applicable principles\nof conflicts of law.\n\n          9.  The Agreement and this Amendment and the documents referred to\ntherein and herein constitute the entire agreement between the parties hereto\npertaining to the subject matter thereof and hereof.\n\n\n\n                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]\n\n                                       2\n\n \n          IN WITNESS WHEREOF, Parent, Merger Sub, the Company and the\nShareholders' Representative have caused this Agreement to be executed and\ndelivered by their respective officers thereunto duly authorized, all as of the\ndate first written above.\n\n\n                              SONICWALL, INC.\n\n                              By:  \/s\/ Sreekanth Ravi\n                                   -------------------\n                                   Name:\n                                   Title:\n\n                              ITI ACQUISITION CORP.\n\n                              By:  \/s\/ Sreekanth Ravi\n                                   -------------------\n                                   Name:\n                                   Title:\n\n                              IGNYTE TECHNOLOGY, INC.\n\n                              By:  \/s\/ Jeff Stark\n                                   ---------------\n                                   Name: Jeff Stark\n                                   Title: President\n\n                              JEFF STARK\n\n                              By:  \/s\/ Jeff Stark\n                                   ---------------\n                                   Jeff Stark, solely as Shareholders'\n                                   Representative\n\n                                       3\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8863],"corporate_contracts_industries":[],"corporate_contracts_types":[9622,9626],"class_list":["post-43023","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sonicwall-inc","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43023","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43023"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43023"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43023"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43023"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}