{"id":43477,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/mutual-termination-agreement-and-amendment-to-agreement-and-plan.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"mutual-termination-agreement-and-amendment-to-agreement-and-plan","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/mutual-termination-agreement-and-amendment-to-agreement-and-plan.html","title":{"rendered":"Mutual Termination Agreement and Amendment to Agreement and Plan of Reorganization &#8211; Palm Inc. and Extended Systems Inc."},"content":{"rendered":"<pre>\n                       MUTUAL TERMINATION AGREEMENT AND\n               AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION\n\n     This MUTUAL TERMINATION AGREEMENT AND AMENDMENT TO AGREEMENT AND PLAN OF\nREORGANIZATION (\"Agreement\") is made and entered into as of May 17, 2001,\nbetween Palm, Inc., a Delaware corporation (\"Parent\") and Extended Systems\nIncorporated, a Delaware corporation (the \"Company\").  Parent and Company are\ncollectively referred to herein as the \"Parties\" and each individually as a\n\"Party.\"  Unless defined herein, capitalized terms have the meaning given them\nin the Merger Agreement (as defined below).\n\n                                    RECITALS\n                                    --------\n\n     A.  Parent and the Company are parties to that certain Agreement and Plan\nof Reorganization dated as of March 6, 2001 (the \"Merger Agreement\") pursuant to\nwhich it was contemplated that the Company would be merged with and into Parent.\n\n     B.  Contemporaneously with the execution of the Merger Agreement, Parent,\nCompany and certain affiliate stockholders of the Company entered into (i) a\nStock Option Agreement, (ii) Company Voting Agreements, and (iii) Affiliate\nAgreements (collectively, the \"Ancillary Agreements\").\n\n     C.  Section 7.1 (a) of the Merger Agreement provides that the Merger\nAgreement may be terminated at any time prior to the Effective Time by mutual\nwritten consent duly authorized by the Boards of Directors of Parent and the\nCompany.\n\n     D.  Each of Parent and the Company have determined to terminate the Merger\nAgreement and each of the Ancillary Agreements as provided herein.\n\n                                   AGREEMENT\n                                   ---------\n\n          NOW, THEREFORE, in consideration of the mutual covenants and\nagreements set forth in this Agreement, and for other good and valuable\nconsideration, the receipt and sufficiency of which are hereby acknowledged, the\nParties, intending to be legally bound, agree as follows:\n\n          1. Amendment of Section 7.1(a) of the Merger Agreement. Section 7.1(a)\n             ---------------------------------------------------\nof the Merger Agreement is hereby amended in its entirety to read as follows:\n\n\"(a) by mutual written consent duly authorized and executed by each of Parent\nand the Company;\"\n\n          2. Termination of Merger Agreement.  The Parties agree that, effective\n             -------------------------------\nimmediately, (i) the Merger Agreement is hereby terminated pursuant to Section\n7.1(a) of the Merger Agreement, with the effect set forth in Section 7.2 of the\nMerger Agreement, and (ii) the Ancillary Agreements are hereby terminated, and\nnone of such Ancillary Agreements will be of any further force or effect.\n\n          3. Publicity. The Parties will issue a mutually agreed upon joint\n             ---------\npress release (the \"Initial Release\") upon the signing of this Agreement with\nrespect to this Agreement and the termination of the Merger Agreement and the\nAncillary Agreements. Except as required by law or applicable listing agreement,\nno other press release shall be issued regarding the termination of the Merger\nAgreement by either \n\n \nParent or the Company without the prior written consent of the other.\nNotwithstanding the foregoing, the Parties will be permitted to make reference\nto the matters addressed in this Agreement in other press releases, provided\nthat such references are consistent in substance with the Initial Release.\n\n          4. Amendment. This Agreement may be amended, supplemented or modified\n             ---------\nonly by a written instrument duly executed by or on behalf of each Party hereto.\n\n          5. Entire Agreement. This Agreement supercedes all prior discussions,\n             ----------------\nrepresentations, warranties and agreements, both written and oral, among the\nParties with respect to the subject matter hereof, and contains the sole and\nentire agreement among the Parties with respect to the subject matter hereof.\n\n          6. Governing Law. This Agreement shall be governed by and construed in\n             -------------\naccordance with the laws of the State of Delaware, regardless of the laws that\nmight otherwise govern under applicable principles of conflicts of law thereof.\n\n          7. Counterparts. This Agreement may be executed in one or more\n             ------------\ncounterparts, all of which shall be considered one and the same agreement and\nshall become effective when one or more counterparts have been signed by each of\nthe parties and delivered to the other parties, it being understood that all\nparties need not sign the same counterpart.\n\n \n          IN WITNESS WHEREOF, Parent and the Company have caused this Mutual\nTermination Agreement and Amendment to Agreement and Plan of Reorganization to\nbe duly executed as of the date first above written by their respective officers\nduly authorized.\n\n                                 PALM, INC.\n\n                                 By:   \/s\/ Carl J. Yankowski\n                                    ------------------------\n                                    Carl J. Yankowski\n                                    Chief Executive Officer\n\n\n                                 EXTENDED SYSTEMS INCORPORATED\n\n                                 By:   \/s\/ Steven D. Simpson\n                                    ------------------------\n                                    Steven D. Simpson\n                                    President and Chief Executive Officer\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7495,8451],"corporate_contracts_industries":[9508],"corporate_contracts_types":[9622,9626],"class_list":["post-43477","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-extended-systems-inc","corporate_contracts_companies-palm-inc","corporate_contracts_industries-technology__hardware","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\/43477","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=43477"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43477"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43477"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43477"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}