Wales ( Miami), Seattle Holdings, Inc., a Delaware corporation and newly formed direct wholly owned Subsidiary of Miami ( Intermediate Holdco), and Seattle MergerSub, Inc., a Delaware corporation and newly formedĭirect wholly owned Subsidiary of Intermediate Holdco ( Merger Sub). This AGREEMENT AND PLAN OF MERGER, dated as of September 7, 2016, is entered into by and among Hewlett Packard Enterprise Company, aĭelaware corporation ( Houston), Seattle SpinCo, Inc., a Delaware corporation and wholly owned Subsidiary of Houston ( Seattle), Micro Focus International plc, a company organized under the laws of England and Governing Law Jurisdiction WAIVER OF JURYĪssignment Parties in Interest Non-Partiesįorm of Separation and Distribution Agreementįorm of Restated Certificate of Incorporation of the Surviving Corporationįorm of Restated By-Laws of the Surviving Corporation Non-Survival of Representations, Warranties and Holdco and Merger Sub to Effect the MergerĪdditional Conditions to the Obligations of Houston and SeattleĪdditional Conditions to the Obligations of Miami, Intermediate
Preparation of the Registration Statements, Schedule TO, CircularĪnd Prospectus Miami Shareholders MeetingĪgreement With Respect to Release of SupportĬleansing Announcement and Disclosure of Sufficient InformationĮstablishment of ADR Facility NYSE ListingĬonditions to the Obligations of Seattle, Houston, Miami, Intermediate Organization of Miami, Intermediate Holdco and MergerĬonduct of Business by Miami, Intermediate Holdco and Merger SubĬonduct of Business by Seattle and Houston Pending the Merger REPRESENTATIONS AND WARRANTIES OF MIAMI, INTERMEDIATE HOLDCO AND MERGER SUB Prospectus Circular Registration Statements REPRESENTATIONS AND WARRANTIES OF HOUSTON RELATING TO SEATTLE REPRESENTATIONS AND WARRANTIES OF HOUSTON RELATING TO HOUSTON Houston Equity Awards and Miami Equity Awards Certificate of Incorporation and Bylaws of the Surviving Corporationĭistribution of Per Share Merger Consideration