Agreement And Plan Of Merger

AGREEMENT AND PLAN OF MERGER
By and Among
Acxiom Corporation,
ACX Acquisition Co., Inc.
and
May & Speh, Inc.
Dated as of May 26, 1998


TABLE OF CONTENTS ARTICLE I THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Section 1.1 The Merger . . . . . . . . . . . . . . . . . . . . . . . 3 Section 1.2 Effective Time of the Merger . . . . . . . . . . . . . . 3


ARTICLE II THE SURVIVING CORPORATION . . . . . . . . . . . . . . . . . . . . . . . 4 Section 2.1 Certificate of Incorporation . . . . . . . . . . . . . . 4 Section 2.2 By-Laws . . . . . . . . . . . . . . . . . . . . . . . . 4 Section 2.3 Directors and Officers of Surviving Corporation . . . . 4


ARTICLE III CONVERSION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 3.1 Exchange Ratio . . . . . . . . . . . . . . . . . . . . . 5 Section 3.2 Exchange of Shares . . . . . . . . . . . . . . . . . . . 6 Section 3.3 Dividends; Transfer Taxes . . . . . . . . . . . . . . . 6 Section 3.4 No Fractional Securities . . . . . . . . . . . . . . . . 7 Section 3.5 Certain Adjustments. . . . . . . . . . . . . . . . . . . 8 Section 3.6 Closing of Company Transfer Books . . . . . . . . . . . 8 Section 3.7 Closing . . . . . . . . . . . . . . . . . . . . . . . . 9


ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT . . . . . . . . . . . . . . . 9 Section 4.1 Organization . . . . . . . . . . . . . . . . . . . . . . 9 Section 4.2 Capitalization . . . . . . . . . . . . . . . . . . . . . 10 Section 4.3 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . 11 Section 4.4 Authority Relative to this Agreement . . . . . . . . . . 12 Section 4.5 Consents and Approvals; No Violations . . . . . . . . . 13 Section 4.6 Reports and Financial Statements . . . . . . . . . . . . 14 Section 4.7 Absence of Certain Changes or Events . . . . . . . . . . 15 Section 4.8 Litigation . . . . . . . . . . . . . . . . . . . . . . . 15 Section 4.9 Patents, Trademarks, Etc . . . . . . . . . . . . . . . . 16 Section 4.10 Information in Disclosure Documents and Registration
Statement . . . . . . . . . . . . . . . . . . . . . . 16 Section 4.11 Absence of Undisclosed Liabilities . . . . . . . . . . . 17 Section 4.12 No Default . . . . . . . . . . . . . . . . . . . . . . . 18 Section 4.13 Title to Properties; Encumbrances . . . . . . . . . . . 18 Section 4.14 Compliance with Applicable Law . . . . . . . . . . . . . 19 Section 4.15 Labor Matters . . . . . . . . . . . . . . . . . . . . . 19 Section 4.16 Employee Benefit Plans; ERISA . . . . . . . . . . . . . 20 Section 4.17 Vote Required . . . . . . . . . . . . . . . . . . . . . 24 Section 4.18 Opinion of Financial Advisor . . . . . . . . . . . . . . 25 Section 4.19 Ownership of Company Common Stock . . . . . . . . . . . 25 Section 4.20 Pooling . . . . . . . . . . . . . . . . . . . . . . . . 25 Section 4.21 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . 25 Section 4.22 Contracts . . . . . . . . . . . . . . . . . . . . . . . 28


ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE COMPANY . . . . . . . . . . . . . 29 Section 5.1 Organization . . . . . . . . . . . . . . . . . . . . . . 29 Section 5.2 Capitalization . . . . . . . . . . . . . . . . . . . . . 30 Section 5.3 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . 31 Section 5.4 Authority Relative to this Agreement . . . . . . . . . . 32 Section 5.5 Consents and Approvals; No Violations . . . . . . . . . 33 Section 5.6 Reports and Financial Statements . . . . . . . . . . . . 34 Section 5.7 Absence of Certain Changes or Events . . . . . . . . . . 35 Section 5.8 Litigation . . . . . . . . . . . . . . . . . . . . . . . 35 Section 5.9 Patents, Trademarks, Etc . . . . . . . . . . . . . . . . 36 Section 5.10 Information in Disclosure Documents and Registration
Statement . . . . . . . . . . . . . . . . . . . . . . 36 Section 5.11 Absence of Undisclosed Liabilities . . . . . . . . . . . 37 Section 5.12 No Default . . . . . . . . . . . . . . . . . . . . . . . 37 Section 5.13 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . 38 Section 5.14 Title to Properties; Encumbrances . . . . . . . . . . . 40 Section 5.15 Compliance with Applicable Law . . . . . . . . . . . . . 41 Section 5.16 Labor Matters . . . . . . . . . . . . . . . . . . . . . 41 Section 5.17 Employee Benefit Plans; ERISA . . . . . . . . . . . . . 41 Section 5.18 Contracts . . . . . . . . . . . . . . . . . . . . . . . 46 Section 5.19 Vote Required . . . . . . . . . . . . . . . . . . . . . 47 Section 5.20 Opinion of Financial Advisor . . . . . . . . . . . . . . 47 Section 5.21 Takeover Statute . . . . . . . . . . . . . . . . . . . . 48 Section 5.22 The Company Rights Agreement . . . . . . . . . . . . . . 48 Section 5.23 Ownership of Parent Common Stock . . . . . . . . . . . . 49 Section 5.24 Pooling . . . . . . . . . . . . . . . . . . . . . . . . 49


ARTICLE VI CONDUCT OF BUSINESS PENDING THE MERGER . . . . . . . . . . . . . . . . 49 Section 6.1 Conduct of Business by the Company Pending the Merger . 49 Section 6.2 Conduct of Business by Parent Pending the Merger . . . . 52 Section 6.3 Conduct of Business of Sub . . . . . . . . . . . . . . . 54


ARTICLE VII ADDITIONAL AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . 54 Section 7.1 Access and Information . . . . . . . . . . . . . . . . . 54 Section 7.2 Acquisition Proposals . . . . . . . . . . . . . . . . . 55 Section 7.3 Registration Statement . . . . . . . . . . . . . . . . . 57 Section 7.4 Proxy Statements; Stockholder Approvals . . . . . . . . 58 Section 7.5 Affiliate Agreements . . . . . . . . . . . . . . . . . . 60 Section 7.6 Antitrust Laws . . . . . . . . . . . . . . . . . . . . . 61 Section 7.7 Proxies . . . . . . . . . . . . . . . . . . . . . . . . 61 Section 7.8 Employees, Employee Benefits . . . . . . . . . . . . . . 62 Section 7.9 Stock Options . . . . . . . . . . . . . . . . . . . . . 63 Section 7.10 Public Announcements . . . . . . . . . . . . . . . . . . 65 Section 7.11 By-Law Indemnification and Insurance . . . . . . . . . 65 Section 7.12 Expenses . . . . . . . . . . . . . . . . . . . . . . . . 66 Section 7.13 Additional Agreements . . . . . . . . . . . . . . . . . 68 Section 7.14 Control of the Company's and Parent's Operations . . . . 68 Section 7.15 Company Rights Plan . . . . . . . . . . . . . . . . . . 69


ARTICLE VIII CONDITIONS TO CONSUMMATION OF THE MERGER . . . . . . . . . . . . . . . 69 Section 8.1 Conditions to Each Party's Obligation to Effect
the Merger . . . . . . . . . . . . . . . . . . . . . 69 Section 8.2 Conditions to Obligation of the Company to Effect
the Merger . . . . . . . . . . . . . . . . . . . . . 70 Section 8.3 Conditions to Obligations of Parent and Sub to
Effect the Merger . . . . . . . . . . . . . . . . . 71


ARTICLE IX TERMINATION, AMENDMENT AND WAIVER . . . . . . . . . . . . . . . . . . . 72 Section 9.1 Termination . . . . . . . . . . . . . . . . . . . . . . 72 Section 9.2 Effect of Termination . . . . . . . . . . . . . . . . . 75 Section 9.3 Amendment . . . . . . . . . . . . . . . . . . . . . . . 76 Section 9.4 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . 76


ARTICLE X GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 76 Section 10.1 Survival of Representations, Warranties and
Agreements . . . . . . . . . . . . . . . . . . . . . 76 Section 10.2 Brokers . . . . . . . . . . . . . . . . . . . . . . . . 77 Section 10.3 Notices . . . . . . . . . . . . . . . . . . . . . . . . 77 Section 10.4 Descriptive Headings . . . . . . . . . . . . . . . . . . 78 Section 10.5 Entire Agreement; Assignment . . . . . . . . . . . . . . 79 Section 10.6 Governing Law . . . . . . . . . . . . . . . . . . . . . 79 Section 10.7 Specific Performance . . . . . . . . . . . . . . . . . . 79 Section 10.8 Counterparts . . . . . . . . . . . . . . . . . . . . . . 79 Exhibit A-1 Irrevocable Proxy Exhibit A-2 Irrevocable Proxy Exhibit A-3 Irrevocable Proxy Exhibit B Form of Company Rights Plan Amendment Exhibit C Form of Affiliate Letter for Affiliates of the Company Exhibit D Form of Affiliate Letter for Affiliates of Parent


AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER, dated as of May 26, 1998, by and among Acxiom Corporation, a Delaware corporation ("Parent"), ACX Acquisition Co., Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Sub"), and May & Speh, Inc., a Delaware corporation (the "Company").


WHEREAS, the Boards of Directors of Parent and Sub and the Company deem it advisable and in the best interests of their respective stockholders that Parent combine with the Company, and such Boards of Directors have approved the merger (the "Merger") of Sub with and into the Company upon the terms and subject to the conditions set forth herein; and


WHEREAS, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to the Company's willingness to enter into this Agreement, a holder of shares of Parent's common stock, par value $.10 per share (the "Parent Common Stock") is granting the Company an irrevocable proxy in the form attached hereto as Exhibit A-1 (the "Parent Stock Proxy"), to vote such shares of Parent Common Stock; and


WHEREAS, concurrently with the execution and delivery of this Agreement and as a condition and inducement to Parent's and Sub's willingness to enter into this Agreement, certain holders of shares of the Company's Common Stock, par value $.01 per share (the "Company Common Stock"), are granting Parent irrevocable proxies, in the forms attached hereto as Exhibits A-2 and A-3 (the "Company Stock Proxies" and, together with the Parent Stock Proxy, the "Proxies"), to vote such shares of Company Common Stock; and


WHEREAS, immediately following the execution and delivery of this Agreement, the Company and Parent will enter into a stock option agreement (the "Company Option Agreement"), pursuant to which the Company will grant Parent the option to purchase shares of Company Common Stock, upon the terms and subject to the conditions set forth therein; and


WHEREAS, immediately following the execution and delivery of this Agreement, the Company and Parent will enter into a stock option agreement (the "Parent Option Agreement"), pursuant to which Parent will grant the Company the option to purchase shares of Parent Common Stock, upon the terms and subject to the conditions set forth therein; and


WHEREAS, for U.S. federal income tax purposes, it is intended that the Merger shall qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code") and this Agreement is hereby adopted as a plan of reorganization for purposes of Section 368 of the Code; and


WHEREAS, for financial accounting purposes, it is intended that the Merger shall be accounted for as a pooling of interests under United States generally accepted accounting principles.


NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein and in the Proxies, the parties hereto agree as follows:
ARTICLE I


THE MERGER


Section 1.1 The Merger. Upon the terms and subject to the conditions set forth herein, at the Effective Time (as defined in Section 1.2 hereof), Sub shall be merged with and into the Company and the separate existence of Sub shall thereupon cease, and the name of the Company, as the surviving corporation in the Merger (the "Surviving Corporation"), shall by virtue of the Merger be "May & Speh, Inc." The Merger shall have the effects set forth in Section 259 of the General Corporation Law of the State of Delaware (the "GCL").


Section 1.2 Effective Time of the Merger. The Merger shall become effective when a properly executed certificate of merger (the "Certificate of Merger") is duly filed with the Secretary of State of the State of Delaware, which filing shall be made as soon as practicable after the closing of the transactions contemplated by this Agreement in accordance with Section 3.6 hereof. When used in this Agreement, the term "Effective Time" shall mean the date and time at which the Certificate of Merger is so filed.
ARTICLE II


THE SURVIVING CORPORATION


Section 2.1 Certificate of Incorporation. The Certificate of Incorporation of Sub in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation (except that Article I of the Certificate of Incorporation shall be amended as of the Effective Time to read as follows "The name of the Corporation is May & Speh, Inc.").


Section 2.2 By-Laws. Subject to Section 7.11 hereof, the By- Laws of Sub as in effect immediately prior to the Effective Time shall be the By-Laws of the Surviving Corporation.


Section 2.3 Directors and Officers of Surviving Corporation. (a) The directors of Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualify in the manner provided in the Certificate of Incorporation and By-Laws of the Surviving Corporation or as otherwise provided by law.


(b) The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualify in the manner provided in the Certificate of Incorporation and By-Laws of the Surviving Corporation, or as otherwise provided by law.
ARTICLE III


CONVERSION OF SHARES


Section 3.1 Exchange Ratio. At the Effective Time, by virtue of the Merger and without any action on the part of the holders of any of the capital stock of Sub or the Company:


(a) Each share of Company Common Stock (the "Shares") issued and outstanding immediately prior to the Effective Time (other than Shares held by Parent or any direct or indirect wholly owned subsidiary of Parent or Shares to be cancelled pursuant to Section 3.1(b)) shall be converted into the right to receive .80 (the "Exchange Ratio") of a validly issued, fully paid and non-assessable share of common stock, par value $.10 per share, of Parent ("Parent Shares"), payable upon the surrender of the certificate formerly representing such Share. Holders of Shares shall also have the right to receive together with each Parent Share issued in the Merger, one associated preferred stock purchase right (a "Parent Right") in accordance with the Rights Agreement dated as of January 28, 1998 (the "Parent Rights Agreement"), between Parent and First Chicago Trust Company of New York. References herein to the Parent Shares issuable in the Merger shall be deemed to include the associated Parent Rights.


(b) Each Share held in the treasury of the Company and each Share held by Parent or any direct or indirect wholly owned subsidiary of Parent immediately prior to the Effective Time shall be cancelled and retired and cease to exist and no consideration shall be delivered in exchange therewith.


(c) Each share of Common Stock, par value $.01 per share, of Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable share of common stock, par value $.01 per share, of the Surviving Corporation, and the Surviving Corporation shall be a wholly owned subsidiary of Parent.


Section 3.2 Exchange of Shares. Parent shall authorize one or more persons (reasonably satisfactory to the Company) to act as exchange agent hereunder (the "Exchange Agent"). As soon as practicable after the Effective Time, Parent shall make available, and each holder of Shares will be entitled to receive, upon surrender to the Exchange Agent of one or more certificates representing such Shares for cancellation, certificates representing the number of Parent Shares into which such Shares are converted in the Merger. The Parent Shares into which the Shares shall be converted in the Merger shall be deemed to have been issued at the Effective Time.


Section 3.3 Dividends; Transfer Taxes. No dividends that are declared on Parent Shares will be paid to persons entitled to receive certificates representing Parent Shares until such persons surrender their certificates representing Shares. Upon such surrender, there shall be paid to the person in whose name the certificates representing such Parent Shares shall be issued, any dividends which shall have become payable with respect to such Parent Shares between the Effective Time and the time of such surrender. In no event shall the person entitled to receive such dividends be entitled to receive interest on such dividends. If any certificates for any Parent Shares are to be issued in a name other than that in which the certificate representing Shares surrendered in exchange therefor is registered it shall be a condition of such exchange that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the issuance of certificates for such Parent Shares in a name other than that of the registered holder of the certificate surrendered or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of Shares for any Parent Shares or dividends thereon or, in accordance with Section 3.4 hereof, proceeds of the sale of fractional interests, delivered to a public official pursuant to applicable escheat laws.


Section 3.4 No Fractional Securities. No certificates or scrip representing fractional Parent Shares shall be issued upon the surrender for exchange of certificates representing Shares pursuant to this Article III and no dividend, stock split-up or other change in the capital structure of the Company shall relate to any fractional security, and such fractional interests shall not entitle the owner thereof to vote or to any rights of a security holder. In lieu of any such fractional securities, each holder of Shares who would otherwise have been entitled to a fraction of a Parent Share upon surrender of stock certificates for exchange pursuant to this Article III will be paid cash upon such surrender in an amount equal to the product of such fraction multiplied by the closing sale price of Parent Shares on the National Association of Securities Dealers Automated Quotations National Market System (the "NASDAQ") on the day of the Effective Time, or, if the Parent Shares are not so traded on such day, the closing sale price on the next preceding day on which such stock was traded on the NASDAQ.


Section 3.5 Certain Adjustments. If between the date hereof and the Effective Time, the outstanding shares of Parent Common Stock or of Company Common Stock shall be changed into a different number of shares by reason or reclassification, recapitalization, split-up, combination or exchange of shares, or any dividend payable in stock or other securities shall be declared thereon with a record date within such period, the Exchange Ratio shall be adjusted accordingly to provide the holders of Company Common Stock, the same economic effect as contemplated by this Agreement prior to such reclassification, recapitalization, split-up, combination, exchange or dividend.


Section 3.6 Closing of Company Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shall thereafter be made. From and after the Effective Time, the holders of the Shares issued and outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided herein. If, after the Effective Time, certificates representing Shares are presented to the Surviving Corporation, they shall be cancelled and exchanged for certificates representing Parent Shares and cash in lieu of any fractional shares in accordance with Section 3.4 hereof.


Section 3.7 Closing. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 919 Third Avenue, New York, New York, at 10:00 a.m., local time, on the later of (a) the date of the stockholders' meetings referred to in Section 7.4 hereof or (b) the day on which all of the conditions set forth in Article VIII hereof are satisfied or waived, or at such other date, time and place as Parent and the Company shall agree.


ARTICLE IV


REPRESENTATIONS AND WARRANTIES OF PARENT


Parent represents and warrants to the Company as follows:


Section 4.1 Organization. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to carry on its business as it is now being conducted or presently proposed to be conducted. Parent is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities make such qualification necessary, except where such failures to be so qualified would not in the aggregate have a material adverse effect on the business, assets, liabilities, condition (financial or otherwise) or results of operations of Parent and its subsidiaries, taken as a whole (a "Parent Material Adverse Effect"). Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Sub has not engaged in any business since the date of its incorporation.


Section 4.2 Capitalization. The authorized capital stock of Parent consists of 200,000,000 shares of Common Stock, par value $.10 per share, and 1,000,000 shares of Preferred Stock, par value $.01 per share ("Parent Preferred Stock"), of which 200,000 shares have been designated as Participating Preferred Stock (the "Participating Preferred Stock"). As of the date hereof, (i) 52,446,883 Parent Shares were issued and outstanding and (ii) no shares of Parent Preferred Stock were issued and outstanding. Except as set forth on Schedule 4.2 hereto, all of the issued and outstanding Parent Shares are validly issued, fully paid and nonassessable and free of preemptive rights. All of the Parent Shares issuable in exchange for Shares at the Effective Time in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and nonassessable. The authorized capital stock of Sub consists of 1,000 shares of Common Stock, par value $.01 per share, 100 shares of which are validly issued and outstanding, fully paid and nonassessable and are owned by Parent. Except as set forth in Schedule 4.2 hereto, there are no outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Parent to issue, transfer or sell any of its securities other than: (i) rights to acquire shares of Participating Preferred Stock pursuant to the Parent Rights Agreement, and (ii) options to receive or acquire 7,725,516 Parent Shares pursuant to employee incentive or benefit plans, programs and arrangements ("Parent Employee Stock Options") and (iii) the Parent Option Agreement.


Section 4.3 Subsidiaries. Schedule 4.3 hereto sets forth each direct or indirect interest owned by Parent in any other corporation, partnership, joint venture or other business association or entity, foreign or domestic, of which Parent or any of its other Parent Subsidiaries owns, directly or indirectly, greater than fifty percent of the shares of capital stock or other equity interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body of such entity (each such entity is hereinafter referred to as a "Parent Subsidiary" and are hereinafter collectively referred to as the "Parent Subsidiaries"). Each Parent Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Each Parent Subsidiary is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary except where the failure to be so qualified will not have a Parent Material Adverse Effect. Each Parent Subsidiary has the corporate power to carry on its business as it is now being conducted or presently proposed to be conducted. All of the outstanding shares of capital stock of the Parent Subsidiaries are validly issued, fully paid and nonassessable. Except as set forth on Schedule 4.3, all of the outstanding shares of capital stock of, or other ownership interests in, each of the Parent Subsidiaries are owned by Parent or by a Parent Subsidiary free and clear of any liens, claims, charges or encumbrances. There are not now, and at the Effective Time there will not be, any outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Parent or any Parent Subsidiary to issue, transfer or sell any securities of any Parent Subsidiary. There are not now, and at the Effective Time there will not be, any voting trusts or other agreements or understandings to which Parent or any of the Parent Subsidiaries is a party or is bound with respect to the voting of the capital stock of Parent or any of the Parent Subsidiaries.


Section 4.4 Authority Relative to this Agreement. Each of Parent and Sub has the corporate power to enter into this Agreement, the Parent Option Agreement and the Company Option Agreement, to carry out its obligations hereunder and thereunder and to consummate the Merger. The execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement by Parent and Sub, the consummation by Parent and Sub of the transactions contemplated hereby and thereby and the consummation of the Merger have been duly authorized by the Boards of Directors of Parent and Sub, and by the Disinterested Directors (pursuant to Article Tenth, Section (b) of Parent's Certificate of Incorporation) and by Parent as the sole stockholder of Sub, and, except for the approvals of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement, the Parent Option Agreement and the Company Option Agreement have been duly and validly executed and delivered by each of Parent and Sub and, assuming the due authorization, execution and delivery by the other party hereto and thereto, this Agreement, the Parent Option Agreement and the Company Option Agreement constitute valid and binding agreements of each of Parent and Sub, enforceable against Parent and Sub in accordance with their respective terms, except insofar as ...