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Agreement And Plan of Reorganization

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Exhibit 10.1


AGREEMENT AND PLAN OF REORGANIZATION

by and between

INSERT THERAPEUTICS, INC.

and CALANDO PHARMACEUTICALS INC.

Dated as of January 14, 2007


TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS; CONSTRUCTION 2 Section 1.1 Definitions 2 Section 1.2 Construction 7 ARTICLE II THE MERGER 8 Section 2.1 The Merger 8 Section 2.2 Closing; Effective Time 8 Section 2.3 Effects of the Merger 8 Section 2.4 Certificate of Incorporation; Bylaws 8 Section 2.5 Directors and Officers 9 Section 2.6 Effect on Capital Stock; Merger Consideration 9 Section 2.7 Surrender of Certificates 11 Section 2.8 Dissenting Shares 12 Section 2.9 Further Assurances 13 ARTICLE III REPRESENTATIONS AND WARRANTIES OF INSERT 13 Section 3.1 Organization, Power and Standing 13 Section 3.2 Capital Structure 14 Section 3.3 Valid Issuance; Merger 15 Section 3.4 Subsidiaries 15 Section 3.5 Authority 15 Section 3.6 Governmental Consents 15 Section 3.7 Litigation 16 Section 3.8 Proprietary Information Agreements 16 Section 3.9 Patents and Trademarks 16 Section 3.10 Compliance with Other Instruments 17 Section 3.11 Agreements; Action 17 Section 3.12 Related-Party Transactions 18 Section 3.13 Financial Statements 18 Section 3.14 Permits 18 Section 3.15 Disclosure 19 Section 3.16 Registration Rights 19 Section 3.17 Corporate Documents; Minute Books 19 Section 3.18 Title to Property and Assets 19 Section 3.19 Employee Benefit Plans 19 Section 3.20 Labor Agreements and Actions 19 Section 3.21 Tax Matters 20 Section 3.22 Information Statement 22 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF CALANDO 22 Section 4.1 Organization, Power and Standing 22 Section 4.2 Capital Structure 23


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TABLE OF CONTENTS (CONTINUED)

PAGE Section 4.3 Valid Issuance 24 Section 4.4 Subsidiaries 24 Section 4.5 Authority 24 Section 4.6 Governmental Consents 24 Section 4.7 Reserved 25 Section 4.8 Litigation 25 Section 4.9 Proprietary Information Agreements 25 Section 4.10 Patents and Trademarks 25 Section 4.11 Compliance with Other Instruments 26 Section 4.12 Agreements; Action 26 Section 4.13 Related-Party Transactions 27 Section 4.14 Financial Statements 27 Section 4.15 Permits 27 Section 4.16 Disclosure 28 Section 4.17 Registration Rights 28 Section 4.18 Corporate Documents; Minute Books 28 Section 4.19 Title to Property and Assets 28 Section 4.20 Employee Benefit Plans 28 Section 4.21 Labor Agreements and Actions 28 Section 4.22 Tax Matters 29 Section 4.23 Information Statement 31 ARTICLE V COVENANTS 31 Section 5.1 Conduct of Business by Insert Pending the Closing 31 Section 5.2 Conduct of Business by Calando Pending the Closing 33 Section 5.3 No Solicitation by Insert or Calando 34 Section 5.4 Access to Information 35 Section 5.5 Employee Benefits 35 Section 5.6 Expenses and Fees 36 Section 5.7 Agreement to Cooperate 36 Section 5.8 Reorganization 37 Section 5.9 Control of Other Party' s Business 38 Section 5.10 Confidentiality 38 Section 5.11 Public Disclosure 38 Section 5.12 Blue Sky Laws 38 Section 5.13 Recapitalizations 38 Section 5.14 Termination and Amendment of Financing Agreements 38 Section 5.15 Information Statement 39 ARTICLE VI CONDITIONS TO THE MERGER 39 Section 6.1 Conditions to Obligations of Each Party to Effect the Merger 39


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TABLE OF CONTENTS (CONTINUED)

PAGE Section 6.2 Additional Conditions to the Obligations of Calando 40 Section 6.3 Additional Conditions to the Obligations of Insert 41 ARTICLE VII TERMINATION 42 Section 7.1 Termination 42 Section 7.2 Effect of Termination 44 ARTICLE VIII GENERAL PROVISIONS 44 Section 8.1 Notices 44 Section 8.2 Counterparts 45 Section 8.3 Entire Agreement; Nonassignability; Parties in Interest 45 Section 8.4 Severability 45 Section 8.5 Governing Law 45 Section 8.6 Interpretation 46 Section 8.7 Amendment; Waiver 46 Section 8.8 Waiver of Jury Trial 46 Section 8.9 Arbitration 46 Section 8.10 Non-Survival of Representations and Warranties 47


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EXHIBITS & SCHEDULES Exhibits : Exhibit A Existing Calando Certificate Exhibit B Existing Insert Certificate Exhibit C Certificate of Merger Exhibit D Insert Amended and Restated Investors' Rights Agreement Exhibit E Restated Calando Certificate Exhibit F Restated Insert Certificate Exhibit G Calando Financing Termination Agreement Exhibit H Insert Financing Termination Agreement Exhibit I Warrant Amendment Agreement Exhibit J FIRPTA Certificate Exhibit K Amended Capital Agreement Schedules : Schedule 2.5(a) Directors of Surviving Corporation Schedule 2.5(b) Officers of Surviving Corporation Schedule 2.6(a)* Merger Consideration Schedule 2.6(b) List of Outstanding Calando Stock Options Schedule 6.2(c) Insert Third Party Consents Schedule 6.3(b) Calando Third Party Consents * To be delivered two (2) Business Days prior to the Effective Time


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AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (this " Agreement" ) is dated as of January 14, 2008, between INSERT THERAPEUTICS, INC. , a Delaware corporation (" Insert" ), and CALANDO PHARMACEUTICALS INC. , a Delaware corporation (" Calando" ). Each of Calando and Insert is a " Party" and together, the " Parties ."

RECITALS:

WHEREAS, the respective Boards of Directors of Calando and Insert have approved and declared advisable this Agreement, including the merger of Calando with and into Insert (the " Merger" ), upon the terms and subject to the conditions set forth herein; and the Board of Directors of Calando and Insert have directed that this Agreement be submitted to the owners of all of the outstanding capital stock of Calando and Insert, respectively, for approval and adoption;

WHEREAS , pursuant to the Merger, among other things, the shares of Calando common stock, $0.0001 par value (" Calando Common Stock" ), and Calando Stock Options (as defined below) outstanding as of the Effective Time of the Merger and after giving effect to the Calando Recapitalization (as defined below), shall be converted into the right to receive the Merger Consideration (as defined below) upon the terms and subject to the conditions set forth herein; WHEREAS, the Board of Directors of Calando has determined that it will seek the approval of a majority of the holders of outstanding shares of Calando Common Stock that are disinterested with respect to Insert (the " Disinterested Calando Stockholders" );

WHEREAS, for federal income tax purposes, Calando and Insert intend that the Merger qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the " Code" ), and that this Agreement shall be, and hereby is, adopted as a plan of reorganization for purposes of Section 368(a) of the Code; WHEREAS, in connection with the Merger, Calando has agreed to amend and restate the Calando Certificate of Incorporation attached hereto as Exhibit A (the " Existing Calando Certificate" ) in order to modify the Calando capital structure as provided therein (the " Calando Recapitalization" ); WHEREAS, in connection with the Merger, Insert has agreed to amend and restate the Insert Certificate of Incorporation attached hereto as Exhibit B (the " Existing Insert Certificate" ) in order (i) increase the capital stock of Insert and (ii) modify the Insert capital structure as provided therein (the " Insert Recapitalization" ); and

NOW, THEREFORE , in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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ARTICLE I

DEFINITIONS; CONSTRUCTION

Section 1.1 Definitions . The following capitalized terms as used herein shall have the meanings ascribed to them in this Article I :

" Acquisition Proposal" has such meaning as set forth in Section 5.3 .

" Action" means any action, appeal, petition, plea, charge, complaint, claim, suit, demand, litigation, arbitration, mediation, hearing, inquiry, investigation or similar event, occurrence, or proceeding.

" Agreement" has such meaning as set forth in the preamble to this Agreement.

" Amended Capital Agreement" has such meaning as set forth in Section 6.3(h) .

" Arrowhead" means Arrowhead Research Corporation, a Delaware corporation.

" Calando" has such meaning as set forth in the preamble to this Agreement.

" Calando Common Stock" has such meaning as set forth in the Recitals hereof.

" Calando Financial Statements" has such meaning as set forth in Section 4.14 . " Calando Financing Termination Agreement" has such meaning as set forth in Section 5.14(a) . " Calando Financing Agreements" means (i) that certain Amended and Restated Voting Agreement, dated as of March 31, 2006, by and among Calando, Arrowhead, and certain other parties, (ii) that certain Right of First Refusal and Co-Sale Agreement, dated as of March 31, 2006, by and among Calando, Arrowhead and certain other parties, and (iii) the Existing Calando Investors' Rights Agreement, collectively.

" Calando Interim Financial Statements" has such meaning as set forth in Section 4.14 .

" Calando Licensed Intellectual Property" has such meaning as set forth in Section 5.2(d) .

" Calando Material License" has such meaning as set forth in Section 5.2(d) .

" Calando Option Plan" has such meaning as set forth in Section 2.6(b)(i) . " Calando Owned Intellectual Property" has such meaning as set forth in Section 5.2(d) . " Calando Preferred Stock" means the preferred stock of Calando, par value $0.0001 per share. " Calando Recapitalization" has such meaning as set forth in the Recitals hereof.

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" Calando Schedule of Exceptions" means that certain document of even date herewith and delivered by Calando to Insert on the date hereof which refers to the representations and warranties in this Agreement and is designated therein as the Calando Schedule of Exceptions. " Calando Series A Preferred Stock" has such meaning as set forth in Section 4.2(a)(i) . " Calando Stock Options" has such meaning as set forth in Section 2.6(b)(i) . " Certificate of Merger" has such meaning as set forth in Section 2.2 . " Certificates" has such meaning as set forth in Section 2.7(a) . " CGCL" means the California General Corporate Law, as amended. " Closing" has such meaning as set forth in Section 2.2 . " Closing Date" has such meaning as set forth in Section 2.2 . " Code" has such meaning as set forth in the Recitals hereof. " DGCL" means the Delaware General Corporation Law, as amended. " Disinterested Calando Stockholders" has such meaning as set forth in the Recitals hereof. " Dissenting Shares" has such meaning as set forth in Section 2.8(a) . " Dissenting Calando Shares" has such meaning as set forth in Section 2.8(a) . " Dissenting Insert Shares" has such meaning as set forth in Section 2.8(a) . " Effective Time" has such meaning as set forth in Section 2.2 . " Employee Plan" with respect to any entity or group of entities means each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits or other benefits, whether written or unwritten, including each " employee benefit plan" within the meaning of Section 3(3) of ERISA, which is or has been sponsored, maintained, contributed to, or required to be contributed to by an entity and, with respect to any such plans which are subject to Section 401(a) of the Code, an ERISA Affiliate, for the benefit of any Person who performs or who has performed services for the entity or with respect to which the entity or any ERISA Affiliate has or may have any liability (including without limitation contingent liability) or obligation.

" ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

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" ERISA Affiliate" means any trade or business (whether or not incorporated) which would be considered a single employer with the Company pursuant to Section 414(b), (c), (m) or (o) of the Code and the regulations promulgated under those sections or pursuant to Section 4001(b) of ERISA and the regulations promulgated thereunder.

" Exchange Ratio" has such meaning as set forth in Section 2.6(a) . " Existing Calando Certificate" has such meaning as set forth in the Recitals hereof. " Existing Calando Investors' Rights Agreement" has such meaning as set forth in Section 4.2(a)(iii) . " Existing Insert Certificate" has such meaning as set forth in the Recitals hereof. " Existing Insert Investors' Rights Agreement" has such meaning as set forth in Section 3.2(a)(iii) . " FIRPTA" has such meaning as set forth in Section 6.3(g) . " FIRPTA Certificate" has such meaning as set forth in Section 6.3(g) . " GAAP" has such meaning as set forth in Section 3.13 . " Governmental Body" and " Government Bodies" means any legislature, agency, bureau, branch, department, division, commission, court, tribunal, magistrate, justice, multi-national organization, quasi-governmental body, or other similar recognized organization or body of any federal, state, county, municipal, local, or foreign government or other similar recognized organization or body exercising similar powers or authority.

" Information Statement" has such meaning as set forth in Section 3.23 .

" Insert" has such meaning as set forth in the preamble to this Agreement.

" Insert Amended and Restated Investors' Rights Agreement" has such meaning as set forth in Section 3.2(a)(iii) .

" Insert Common Stock" means the shares of Insert common stock, $0.0001 par value. " Insert Financing Agreements" means (i) that certain Voting Agreement, dated as of June 4, 2004, by and among Insert, Arrowhead, California Institute of Technology and certain other parties, (ii) that certain Right of First Refusal and Co-Sale Agreement, dated as of June 4, 2004, by and among Insert, Arrowhead, California Institute of Technology and certain other parties, and (iii) the Existing Insert Investors' Rights Agreement, collectively.

" Insert Financial Statements" has such meaning as set forth in Section 3.13 .

" Insert Financing Termination Agreement" has such meaning as set forth in Section 5.14(b) .


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" Insert Interim Financial Statements" has such meaning as set forth in Section 3.13 .

" Insert Licensed Intellectual Property" has such meaning as set forth in Section 5.1(d) .

" Insert Material License" has such meaning as set forth in Section 5.1(d) .

" Insert Option Plan" has such meaning as set forth in Section 3.2(a)(iii) . " Insert Owned Intellectual Property" has such meaning as set forth in Section 5.1(d) . " Insert Preferred Stock" means the preferred stock of Insert, par value $0.0001 per share. " Insert Recapitalization" has such meaning as set forth in the Recitals hereof. " Insert Schedule of Exceptions" means that certain document of even date herewith and delivered by Insert to Calando on the date hereof which refers to the representations and warranties in this Agreement and is designated therein as the Insert Schedule of Exceptions.

" Insert Series B Preferred Stock" has such meaning as set forth in Section 3.2(a)(i) .

" Insert Series C Preferred Stock" has such meaning as set forth in Section 3.2(a)(i) .

" Insert Series C-2 Preferred Stock" has such meaning as set forth in Section 3.2(a)(i) .

" Insert Series D Preferred Stock" has such meaning as set forth in Section 3.2(a)(i) .

" Insert Series D Preferred Stock Warrants" has such meaning as set forth in Section 5.14(d) .

" Insert Stock Option" means an option to purchase shares of Insert Common Stock under the Insert Option Plan.

" Insert Stock Purchase Agreement" has such meaning as set forth in Section 3.2(a)(iii) .

" Intellectual Property Rights" means any rights arising under the Laws (whether statutory or common law) of the United States or any other jurisdiction with respect to patents, copyrights, trademarks, mask works, trade secrets, data bases or domain names law or any similar, corresponding or equivalent rights with respect to any of the foregoing, wherever arising.

" Knowledge" means with respect to an individual, the actual knowledge or awareness of such Person, or the knowledge or awareness such individual would have had after a reasonable investigation, if under the circumstances a reasonable Person would have determined such investigation was required or appropriate in the normal course of fulfillment of such individual' s duties. " Knowledge" means with respect to Insert, the actual knowledge or awareness of John Petrovich, Larry Stambaugh and Mark Davis, or the knowledge or awareness such persons would have had after a reasonable investigation, if under the circumstances a reasonable Person would have determined such investigation was required or appropriate in the normal course of fulfillment of such Person' s duties. " Knowledge" means with respect to Calando, the actual knowledge or awareness of John Petrovich, Larry Stambaugh and Mark Davis, or the knowledge


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or awareness such persons would have had after a reasonable investigation, if under the circumstances a reasonable Person would have determined such investigation was required or appropriate in the normal course of fulfillment of such individual' s duties.

" Law" has such meaning as set forth in Section 5.1 .

" Material Adverse Effect" means, when used with respect to Insert or Calando, as the case may be, any event, inaccuracy, change or effect that, individually or in the aggregate, has had, or is reasonably likely to have a material adverse or unfavorable effect on the properties, assets, liabilities, business, operations, employee relationships, customer or supplier relationships, earnings or results of operations, financial projections or forecasts, or the business prospects and condition (financial or otherwise) of such entity and its Subsidiaries, taken as a whole.

" Material Agreement" has such meaning as set forth in Section 3.11(e) . " Merger" has such meaning as set forth in the Recitals hereof. " Merger Consideration" has such meaning as set forth in Section 2.6 . " Merging Corporations" means Calando and Insert, collectively. " Nondisclosure Agreement" has such meaning as set forth in Section 5.10 . " Order" means any order, ruling, decision, verdict, decree, writ, subpoena, award, judgment, injunction, or other similar determination or finding by, before, or under the supervision of any Governmental Body, or arbitrator.

" Party" or " Parties" has such meaning as set forth in the preamble to this Agreement.

" Person" means any individual, firm, corporation, partnership, company, limited liability company, trust, joint venture, association, Governmental Entity or other entity.

" Restated Calando Certificate" has such meaning as set forth in Section 5.13(a) .

" Restated Insert Certificate" has such meaning as set forth in Section 5.13(b) .

" Securities Act" has such meaning as set forth in Section 3.6 .

" Software" means any computer software and code, including assemblers, applets, compilers, source code, object code, data (including image and sound data), design tools and user interfaces, in any form or format, however fixed including source code listings and documentation. " Subsidiary" means, with respect to a Party if such Party directly or indirectly owns, beneficially or of record, at least fifty percent (50%) of the outstanding equity or financial interests of such entity.

" Surviving Corporation" has such meaning as set forth in Section 2.1 .


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" Tax" means all taxes and all fees, assessments or charges of a similar nature imposed by any Governmental Body, including without limitation, income, gross receipts, corporate franchise, stamp, escheat, capital, capital gains, transfer, sales, and use, license, severance, excise, employment (including unemployment compensation contributions), withholding, payroll, employment, ad valorem, alternative or add-on minimum, and estimated taxes, whether disputed or not, together with any penalties, additions to tax or additional amounts arising with respect to the foregoing or the obligation to file Tax Returns, and any interest on any of the foregoing.

" Tax Return" means any return, declaration, report, claim for refund, or information return or statement in connection with the determination of or liability for any Tax that is required to be filed or actually filed with a Taxing Authority, including any schedule or attachment thereto, and including any amendment thereof.

" Taxing Authority" means a Governmental Body having jurisdiction over the assessment, determination, collection or imposition of any Tax.

" Technology" means all information related to, constituting or disclosing, and all tangible copies, implementations and embodiments in any media of, technology, including all know-how, show-how, techniques, trade secrets, inventions (whether or not patented or patentable), ideas, concepts, designs, algorithms, routines, Software, files, databases, works of authorship, methods or processes.

" Transferred Employees" has such meaning as set forth in Section 5.5(a) .

" Transferred Employee Plans" has such meaning as set forth in Section 5.5(a) .

" Warrant Amendment Agreement" has such meaning as set forth in Section 5.14(d) .

Section 1.2 Construction . Unless the context of this Agreement clearly requires otherwise, (a) references to the plural include the singular, and references to the singular include the plural, (b) references to any gender include the other gender, (c) the words " include," " includes" and " including" do not limit the preceding terms or words and will be deemed to be followed by the words " without limitation" , (d) the terms " hereof," " herein," " hereunder," " hereto" and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, (e) the terms " day" and " days" mean and refer to calendar day(s) and (f) the terms " year" and " years" mean and refer to calendar year(s). Unless otherwise set forth herein, references in this Agreement to (a) any document, instrument or agreement (including this Agreement) include (1) all exhibits, schedules and other attachments thereto, (2) all documents, instruments or agreements issued or executed in replacement thereof and (3) such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified or supplemented from time to time in accordance with its terms and in effect at any given time, and (b) a particular Law means such Law as amended, modified, supplemented or succeeded, from time to time and in effect through the Closing Date. All Article, Section, Exhibit and Schedule references herein are to Articles, Sections, Exhibits and Schedules of this Agreement, unless otherwise specified. This Agreement will not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if all Parties had prepared it. All accounting terms not specifically defined herein will be construed in accordance with GAAP.


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ARTICLE II

THE MERGER

Section 2.1 The Merger . Upon the terms and subject to the conditions hereof, and in accordance with the DGCL, Calando shall be merged with and into Insert at the Effective Time. As a result of the Merger, the separate corporate existence of Calando shall cease and Insert shall continue as the surviving corporation of the Merger (sometimes referred to herein, following the Merger, as the " Surviving Corporation" ) and shall continue its corporate existence under the DGCL. Section 2.2 Closing; Effective Time . The closing of the transactions contemplated by this Agreement (the " Closing" ) and all actions specified in this Agreement to occur at the Closing shall take place at the offices of Morrison & Foerster LLP, 12531 High Bluff Drive, San Diego, California, or at such other location as the Parties hereto agree, at 10:00 a.m., local time, on the first business day following the day on which the last of the conditions set forth in Article VI shall have been fulfilled or waived (other than those conditions that by their nature are satisfied at Closing, but subject to the waiver of fulfillment of those conditions) or at such other time and place as Calando and Insert shall agree (the " Closing Date" ). On the Closing Date and subject to the terms and conditions hereof, the Parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger, in substantially the form attached hereto as Exhibit C (the " Certificate of Merger" ), executed in accordance with the relevant provisions of the DGCL, with the Secretary of State of the State of Delaware. The Merger shall become effective at such time as a properly executed copy of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware (such time being referred to as the " Effective Time" ). Effective as of the Effective Time and pursuant to the terms of the Certificate of Merger, Insert shall change its name and shall thereafter be referred to as " Calando Pharmaceuticals, Inc."

Section 2.3 Effects of the Merger . At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject thereto, at the Effective Time, all properties, rights, immunities, privileges, powers and franchises of Calando shall vest in the Surviving Corporation, and all debts, liabilities and duties of Calando shall become the debts, liabilities and duties of the Surviving Corporation. Section 2.4 Certificate of Incorporation; Bylaws .

(a) At and following the Effective Time, the Restated Insert Certificate attached to the Certificate of Merger filed with the Secretary of State of the State of Delaware shall be the Certificate of Incorporation of the Surviving Corporation until thereafter duly amended.


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(b) At and following the Effective Time, the bylaws of Insert, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation until thereafter duly amended.

Section 2.5 Directors and Officers .

(a) The directors of Insert immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The directors of Insert as of the Effective Time shall be the directors as set forth on Schedule 2.5(a) .

(b) The persons whose names are set forth on Schedule 2.5(b) shall, effective immediately upon the Effective Time, be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. Section 2.6 Effect on Capital Stock; Merger Consideration . At the Effective Time and after giving effect to the Calando Recapitalization, by virtue of the Merger and without any action on the part of Calando or the stockholders of Calando, each share of Calando Common Stock outstanding immediately prior to the Effective Time shall be converted and exchanged, without any action on the part of the holders thereof, into the right to receive a portion of the merger consideration (the " Merger Consideration" ) as follows:

(a) Calando Common Stock . Each share of Calando Common Stock outstanding at the Effective Time after giving effect to the Calando Recapitalization (other than shares to be cancelled in accordance with Section 2.6(d) and other than Dissenting Calando Shares, as hereinafter defined) will be cancelled and exchanged into that number of shares of Inser
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