EX-2.2
from DEFA14A
11 pages
1. Guaranty. to Induce the Company to Enter Into the Merger Agreement, the Guarantor, Intending to Be Legally Bound, Hereby Absolutely, Irrevocably, Primarily and Unconditionally Guarantees to the Company the Prompt Payment and Performance of All of the Obligations, Covenants and Agreements of Parent, U.S. Parent and the Purchaser Under the Merger Agreement Strictly in Accordance With the Terms Thereof (As Such Obligations, Covenants and Agreements May Be Modified, Amended, Waived or Terminated in Accordance With the Terms of the Merger Agreement, Collectively, the “Guaranteed Obligations”); Provided, However, That the Maximum Aggregate Amount Payable by the Guarantor Under This Guaranty Shall in No Event Exceed $285,000,000 (The “Cap”), It Being Understood That in Any Case This Guaranty May Not Be Enforced Against the Guarantor Without Giving Effect to the Cap. 2. Terms of Guaranty
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EX-2.2
from 8-K
11 pages
1. Guaranty. to Induce the Company to Enter Into the Merger Agreement, the Guarantor, Intending to Be Legally Bound, Hereby Absolutely, Irrevocably, Primarily and Unconditionally Guarantees to the Company the Prompt Payment and Performance of All of the Obligations, Covenants and Agreements of Parent, U.S. Parent and the Purchaser Under the Merger Agreement Strictly in Accordance With the Terms Thereof (As Such Obligations, Covenants and Agreements May Be Modified, Amended, Waived or Terminated in Accordance With the Terms of the Merger Agreement, Collectively, the “Guaranteed Obligations”); Provided, However, That the Maximum Aggregate Amount Payable by the Guarantor Under This Guaranty Shall in No Event Exceed $285,000,000 (The “Cap”), It Being Understood That in Any Case This Guaranty May Not Be Enforced Against the Guarantor Without Giving Effect to the Cap. 2. Terms of Guaranty
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EX-2.1
from DEFA14A
85 pages
Agreement and Plan of Merger Among Gtcr Gridlock Holdings (Cayman), L.P., Gtcr Gridlock Holdings, Inc., Gtcr Gridlock Acquisition Sub, Inc. and Global Traffic Network, Inc. Dated as of August 2, 2011
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EX-2.1
from 8-K
85 pages
Agreement and Plan of Merger Among Gtcr Gridlock Holdings (Cayman), L.P., Gtcr Gridlock Holdings, Inc., Gtcr Gridlock Acquisition Sub, Inc. and Global Traffic Network, Inc. Dated as of August 2, 2011
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