{"id":43473,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/merger-agreement-marketwatch-com-llc-and-marketwatch-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"merger-agreement-marketwatch-com-llc-and-marketwatch-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/merger-agreement-marketwatch-com-llc-and-marketwatch-com-inc.html","title":{"rendered":"Merger Agreement &#8211; MarketWatch.com LLC and MarketWatch.com Inc."},"content":{"rendered":"<pre>                                MERGER AGREEMENT\n                                       OF\n                              MARKETWATCH.COM, LLC\n                                  WITH AND INTO\n                              MARKETWATCH.COM, INC.\n\n   \n         This Merger Agreement (this 'AGREEMENT') is dated as of January 13,\n1999 by and between Marketwatch.Com, LLC, a Delaware limited liability company\n('TARGET'), and MarketWatch.com, Inc., a Delaware corporation ('ACQUIRER').\n    \n\n         1. Merger; Effective Time. Upon the terms and subject to the conditions\nhereof, in accordance with the Delaware General Corporation Law (the 'DGCL') and\nthe Delaware Limited Liability Company Act (the 'DLLCA'), Target will be merged\nwith and into Acquirer (the 'MERGER'). Acquirer will be the surviving\ncorporation (hereinafter referred to sometimes as the 'SURVIVING CORPORATION')\nof the Merger, and the separate existence of Target shall cease. The Merger will\nbe effective as of the date and at such time as this Agreement and any other\ndocuments necessary to effect the Merger in accordance with the DGCL and DLLCA\nare duly filed with the Secretary of State of the State of Delaware (the time\nthe Merger becomes effective being referred to herein as the 'EFFECTIVE TIME').\n\n         2. Exchange of Securities.\n\n                  (a) Conversion of Limited Liability Company Interests. At the\nEffective Time, the limited liability company interests (the 'INTEREST') in\nTarget of each member ('MEMBER') thereof immediately prior to the Effective Time\nwill, by virtue of the Merger and without further action on the part of any\nMember, be converted into 4,500,000 shares of fully paid and nonassessable\nCommon Stock, par value $0.01 per share, of Acquirer ('ACQUIRER STOCK'). At the\nEffective Time, the Interests held by the two Members, shall constitute 100% of\nthe outstanding Interests in Target.\n\n                  (b) No Securities of Acquirer Outstanding. Immediately prior\nto the Effective Time, there are no outstanding securities of Acquirer.\n\n                  (c) Issuance of Stock Certificates. The Interests are not\nrepresented by certificates. Promptly following the Effective Time, Acquirer\nshall issue stock certificates representing the Acquirer Stock to the holders of\nthe Interests that were converted by virtue of the Merger.\n\n                  (d) Target Options. At the Effective Time, each holder of an\noutstanding option (collectively, the 'Target Options') to purchase an Interest\nshall be entitled, in accordance with the terms of such option, to purchase\nafter the Effective Time that number of shares of Acquirer's Common Stock,\ndetermined by multiplying the Percentage Interest (as defined in the agreement\nrelating to such Target Option) subject to such Target Option on the Effective\nDate by 100,000, and the exercise price per share for each such Target Option\nwill equal the aggregate \n\n\n\n\n\nexercise price of the Target Option immediately prior to the Effective Time\ndivided by the number of shares of Acquirer's Common Stock as determined above.\nIf the foregoing calculation results in an assumed option being exercisable for\na fraction of a share, then the number of shares of Acquirer's Common Stock\nsubject to such option will be rounded down to the nearest whole number with no\ncash being payable for such fractional share. The term, exercisability, vesting\nschedule, status as an 'incentive stock option' under Section 422A of the United\nStates Internal Revenue Code, if applicable, and all other terms of the Target\nOptions will otherwise be unchanged. Continuous employment with the Target will\nbe credited to an optionee for purposes of determining the number of shares\nsubject to exercise after the Effective Time.\n\n         3. Governing Documents. At the Effective Time, the Certificate of\nIncorporation of Acquirer in effect immediately prior to the Effective Time\nshall become the Certificate of Incorporation of the Surviving Corporation and\nthe Bylaws of Acquirer in effect immediately prior to the Effective Time shall\nbecome the Bylaws of the Surviving Corporation.\n\n         4. Principal Office. The location of the principal office of Acquirer\nis 825 Battery Street, San Francisco, California 94111. The location of the\nprincipal office of Acquirer in the State of Delaware is c\/o The Corporation\nTrust Company, 1209 Orange Street, Wilmington, Delaware 19805. The name of its\nregistered agent in Delaware is The Corporation Trust Company.\n\n         5. Directors and Officers. At the Effective Time, the directors and\nofficers of Acquirer immediately prior to the Effective Time shall be and become\nthe directors and officers (holding the same titles and positions) of the\nSurviving Corporation, and after the Effective Time shall serve in accordance\nwith the Certificate of Incorporation and Bylaws of the Surviving Corporation.\n\n         6. Employee Benefit Plans. At the Effective Time, the obligations of\nTarget under or with respect to every plan, trust, program and benefit then in\neffect or administered by Target for the benefit of the directors, officers and\nemployees of Target, shall become the lawful obligations of Acquirer and shall\nbe implemented and administered in the same manner and without interruption\nuntil the same are amended or otherwise lawfully altered or terminated.\nEffective at the Effective Time, Acquirer hereby expressly adopts and assumes\nall obligations of Target under such employee benefit plans.\n\n         7. Further Assurances. After the Effective Time, Acquirer and its\nofficers and directors may execute and deliver such deeds, assignments,\nassurances and other documents and do all other things necessary or desirable to\nvest, perfect or confirm title to Target's property or rights in Acquirer and\notherwise to carry out the purposes of the Merger in the name of Target or\notherwise.\n\n         8. Approval of Merger. The Merger has been approved by the holders of\n100% of the outstanding Interests in Target.\n\n         9. Assignment. Neither party hereto may assign any of its rights or\nobligations hereunder without the prior written consent of the other party\nhereto. This Agreement will be \n\n\n\n                                       2\n\nbinding upon and inure to the benefit of the parties hereto and their respective\nsuccessors and permitted assigns.\n\n         10. Abandonment. At any time before the Effective Time, this Agreement\nmay be terminated and the Merger abandoned by the Management Committee of Target\nor the Board of Directors of Acquirer, notwithstanding approval of this\nAgreement by the holders of the outstanding Interests in Target and such\nManagement Committee and such Board of Directors.\n\n         11. Amendment. At any time before the Effective Time, this Agreement\nmay be amended, modified or supplemented by the Management Committee of Target\nand the Board of Directors of Acquirer, notwithstanding approval of this\nAgreement by the holders of the outstanding Interests in Target; provided,\nhowever, that no such amendment, modification or supplement not approved by the\nholders of the outstanding Interests in Target may materially adversely affect\nthe benefits intended under this Agreement for the holders of the outstanding\nInterests in Target.\n\n         12. Governing Law. This Agreement will be governed by and construed in\naccordance with the laws of the State of Delaware applicable to contracts\nentered into and to be performed wholly within the State of Delaware without\nregard to principles of conflict of laws.\n\n         13. Counterparts. This Agreement may be executed in any number of\ncounterparts, each of which will be an original as regards any party whose\nsignature appears thereon and all of which together will constitute one and the\nsame instrument.\n\n\n\n                                       3\n\n         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nduly executed as of the date and year first above written.\n\n\nMARKETWATCH.COM, INC.                      MARKETWATCH.COM, LLC\n\n\nBy: \/s\/ Lawrence Kramer                     By: \/s\/ Lawrence Kramer\n    ------------------------------          ------------------------------\n    Lawrence Kramer, President and          Lawrence Kramer, President and\n    Chief Executive Officer                 Chief Executive Officer\n\nAttest                                     Attest\n\n\nBy: \/s\/ J. Peter Bardwick                  By: \/s\/ J. Peter Bardwick\n    -------------------------------         ------------------------------\n    J. Peter Bardwick, Chief Financial      J. Peter Bardwick, Chief \n     Officer and Secretary                     Financial Officer and Secretary\n\n\n\n                      [SIGNATURE PAGE TO MERGER AGREEMENT]\n\n\n\n                                       4\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8132],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9622,9626],"class_list":["post-43473","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-marketwatchcom-inc","corporate_contracts_industries-technology__programming","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\/43473","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=43473"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43473"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43473"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43473"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}