Agreement and Plan of Merger between iVillage, Inc. and NBC Universal, Inc. |
$35.00 |
| This is the Agreement whereby NBC Universal acquired iVillage, Inc., dated March 3, 2006.
Format: |
Microsoft WordAGREEMENT AND PLAN OF MERGER
by and among
iVILLAGE INC.,
NBC UNIVERSAL, INC.
and
iVILLAGE ACQUISITION CORP.
Dated as of March 3, 2006
TABLE OF CONTENTS
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1. |
THE MERGER |
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1.1 |
The Merger |
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1.2 |
Effective Time |
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1.3 |
Effects of the Merger |
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1.4 |
Closing of the Merger |
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1.5 |
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1.6 |
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1.7 |
Board of Directors |
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1.8 |
Officers |
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2. |
EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS |
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2.1 |
Conversion of Company Capital Stock |
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2.2 |
Effect on Capital Stock of Merger Sub |
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2.3 |
Appraisal Rights |
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2.4 |
Treatment of Options and Other Stock-Based Awards |
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3. |
EXCHANGE OF CERTIFICATES FOR MERGER CONSIDERATION |
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3.1 |
Parent to Make Merger Consideration Available |
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3.2 |
Exchange of Shares |
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3.3 |
Adjustments to Prevent Dilution |
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4. |
REPRESENTATIONS AND WARRANTIES OF THE COMPANY |
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4.1 |
Corporate Organization |
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4.2 |
Capitalization |
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4.3 |
Authority; No Violation |
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4.4 |
Consents and Approvals |
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4.5 |
SEC Filings |
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4.6 |
Financial Statements |
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4.7 |
Broker’s Fees |
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4.8 |
Opinion of Financial Advisor |
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4.9 |
Absence of Certain Changes or Events |
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4.10 |
Legal Proceedings |
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4.11 |
Taxes |
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4.12 |
Employee Benefit Plans |
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4.13 |
Compliance with Applicable Law |
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4.14 |
Certain Contracts |
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4.15 |
Undisclosed Liabilities |
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4.16 |
Anti-Takeover Provisions |
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4.17 |
Company Information |
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4.18 |
Title to Property |
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4.19 |
Insurance |
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4.20 |
Environmental Liability |
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4.21 |
Intellectual Property |
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4.22 |
Labor Matters |
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4.23 |
No Other Representations or Warranties |
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4.24 |
Traffic Metrics |
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4.25 |
Organizational Structure |
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5. |
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB |
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5.1 |
Corporate Organization |
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5.2 |
Authority; No Violation |
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5.3 |
Consents and Approvals |
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5.4 |
Broker’s Fees |
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5.5 |
Legal Proceedings |
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5.6 |
Financial Capability |
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5.7 |
Parent Information |
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5.8 |
No Business Activities by Merger Sub |
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5.9 |
Ownership of Company Common Stock; No Other Agreements |
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5.10 |
Acknowledgement of Parent |
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6. |
COVENANTS RELATING TO CONDUCT OF BUSINESS |
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6.1 |
Conduct of Business Prior to the Effective Time |
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6.2 |
Company Forbearances |
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6.3 |
No Fundamental Parent Changes |
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7. |
ADDITIONAL AGREEMENTS |
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7.1 |
Proxy Statement; Other Filings |
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7.2 |
Access to Information |
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7.3 |
Stockholder Meeting |
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7.4 |
Further Actions |
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7.5 |
Employees; Employee Benefit Plans |
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7.6 |
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