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- Alternative Formats (Word, et al.)
- Additional Proposals to be Voted upon by Caldera Stockholders
- Agreements Related to the Combination
- Amendment
- August 1, 2000
- Balance Sheets
- Board of Directors
- Business of Caldera
- Business of New Caldera
- Business of Server and Professional Services Groups
- Caldera
- Caldera Common Stock
- Caldera International, Inc
- Caldera Management's Discussion and Analysis of Financial Condition and Results of Operations
- Caldera Meeting, The
- Caldera Options
- Canopy
- Canopy Group, Inc, The
- Cash and cash equivalents
- Cause
- Certain Transactions of Caldera and New Caldera
- Change in Control
- Closing
- Combination, The
- Common Stock
- Comparison of Rights of Holders of Sco Common Stock and New Caldera Common Stock
- Consolidated Balance Sheets
- Consolidated Statements of Cash Flows
- Consolidated Statements of Divisional Deficit and Accumulated Other Comprehensive Loss
- Consolidated Statements of Operations and Comprehensive Loss
- Consolidated Statements of Stockholders' Equity
- Description of Caldera and New Caldera Capital Stock
- Directors
- Distribution and Registration of Shares
- Divisional deficit and accumulated other comprehensive loss
- Employees
- Employee Stock Option Alternatives, The
- Employment Agreements
- Exhibits and Financial Statement Schedules
- Experts
- Form S-4
- Frequently Asked Questions
- Goodwill
- Group
- Incentive Stock Options
- Indemnification of Officers and Directors
- Index to Appendices
- Index to Financial Statements
- Interests of Persons in the Combination
- Legal Matters
- Management of Caldera and New Caldera
- Market Price Information
- Months
- Mti
- Net revenues
- Notes to Consolidated Financial Statements
- Notes to Financial Statements
- Opinions of Financial Advisors
- Option Transactions
- Other Action to Be Taken at the Sco Special Meeting
- Phantom Stock
- Preferred Stock
- Principal Shareholders of Sco
- Principal Stockholders of Caldera
- Principal Stockholders of New Caldera
- Pro forma
- Proposal Four: Amendments to Caldera's Certificate of Incorporation
- Proposal Three: Approval of Amendments to the Employee Stock Purchase Plan
- Proposal Two: Approval of Amendments to the Stock Incentive Plan
- Ransom H. Love
- Reasons for the Combination
- Registration Rights
- Reorganization Agreement, The
- Restricted Stock
- Restrictions on Soliciting Alternative Proposals
- Revenue
- Risk Factors
- Risks of Caldera
- Sales Representative and Support Agreement
- Sco
- SCO is Acting as Exchange Agent
- SCO is Incorporating its SEC Filings in this Document by Reference
- Sco Meeting, The
- SCO Options
- Segment Information
- Selected Financial Data of Caldera
- Selected Financial Data of the Santa Cruz Operation, Inc
- Selected Financial Data of the Server and Professional Services Groups
- Server and Professional Services Groups Management's Discussion and Analysis of Financial Condition and Results of Operations
- Special Note Regarding Forward-Looking Statements
- Statements of Cash Flows
- Statements of Operations
- Stock Bonus
- Stockholder Agreement
- Summary
- Table of Contents
- Taxes
- Termination of Employment
- The Caldera Meeting
- The Canopy Group, Inc
- The Combination
- The Employee Stock Option Alternatives
- The Reorganization Agreement
- The Sco Meeting
- Thomas P. Raimondi, Jr
- Unaudited Pro Forma Condensed Combined Financial Information
- Undertakings
- Voting Agreements
- Where You Can Find More Information
- 10.1 Escrow Fund
- 10.2 Indemnification by SCO
- 10.4 Limitations on Indemnification
- 10.5 Indemnification Procedures
- 10. Escrow and Indemnification
- 1.10 Tax-Free Reorganization
- 11.1 Right to Offer Employment
- 1.11 Tax-Free Section 351 Transaction
- 1.12 HSR Filings
- 11.2 Termination of Employment
- 1.13 Board of Directors and Officers of Newco; Newco Certificate of Incorporation and Bylaws
- 11.3 Cooperation
- 1.14 Registration on Form S-4
- 11. Employee Matters
- 1.1 The Organization of Newco and Merger Sub
- 12.1 Transaction Taxes; Representation; Transaction Tax Indemnity
- 12.2 Treatment of Indemnity Payments
- 12.3 Indemnity for Taxes
- 12.4 Other Tax Matters
- 12.5 Tax Representations
- 12. Tax Matters
- 1.2 The Merger
- 13.10 Construction of Agreement
- 13.11 No Joint Venture
- 13.12 Further Assurances
- 13.13 Absence of Third Party Beneficiary Rights
- 13.14 Public Announcement
- 13.15 Certain Defined Terms
- 13.16 Entire Agreement
- 13.1 Governing Law; Venue
- 13.2 Assignment; Binding upon Successors and Assigns
- 13.3 Severability
- 13.4 Counterparts
- 13.5 Other Remedies
- 13.6 Amendment and Waivers
- 13.7 Expenses
- 13.8 Attorneys' Fees
- 13.9 Notices
- 13. Miscellaneous
- 1.3 SCO Transaction
- 1.4 Contribution and Transfer of Contributed Stock and Contributed Assets
- 1.5 Closing Matters
- 1.6 Dissenter's Rights
- 1.7 Newco Plans
- 1.8 Registration on Form S-8
- 1.9 Effects of the Caldera Merger
- 1. Plan of Reorganization
- 2.10 Full Force and Effect
- 2.11 Agreements
- 2.12 No Defaults
- 2.13 Certain Agreements
- 2.14 Taxes
- 2.15 Intellectual Property
- 2.16 Fees and Expenses
- 2.17 Insurance
- 2.18 Ownership of Property
- 2.19 Environmental Matters
- 2.1 Organization; Good Standing; Qualification and Power
- 2.20 Interested Party Transactions
- 2.21 Fairness Opinion
- 2.22 Title to and Condition and Sufficiency of Group Assets
- 2.23 No Restrictive Agreements
- 2.24 Supplier and Customer Relationships
- 2.25 Product and Inventory Status
- 2.26 Affirmative Vote
- 2.27 State Takeover Statutes
- 2.28 Competition and Fair Trading Laws
- 2.29 Grants
- 2.2 Capital Structure
- 2.3 Authority
- 2.4 SEC Documents
- 2.5 Disclosure; Information Supplied
- 2.6 Compliance with Applicable Laws
- 2.7 Litigation
- 2.8 ERISA and Other Compliance
- 2.9 Absence of Certain Changes or Events
- 2. Representations and Warranties of Sco
- 3.10 Taxes
- 3.11 Intellectual Property
- 3.12 Fees and Expenses
- 3.13 Environmental Matters
- 3.14 Fairness Opinion
- 3.15 Tax Representations
- 3.1 Organization; Good Standing; Qualification and Power
- 3.2 Capital Structure
- 3.3 Authority
- 3.4 SEC Documents
- 3.5 Disclosure; Information Supplied
- 3.6 Vote Required
- 3.7 Litigation
- 3.8 Valid Issuance
- 3.9 Absence of Certain Changes or Events
- 3. Representations and Warranties of Caldera and Newco
- 4.10 Satisfaction of Conditions Precedent
- 4.11 Voting Agreement
- 4.12 Sales Representative and Support Agreement
- 4.13 Stockholders Agreement
- 4.14 No Other Negotiations
- 4.15 Books and Records
- 4.16 [Intentionally Omitted.]
- 4.17 Modification of Joint Contributed Agreements and Shared Contributed Assets
- 4.18 Key Employee Employment Agreements
- 4.19 SCO IP Rights
- 4.1 Advice of Changes
- 4.20 Directors' and Officers' Liability Insurance
- 4.21 Closing Group Account
- 4.22 SCO Retained Business
- 4.23 Taking of Necessary Action; Further Action
- 4.24 Accounting Treatments
- 4.2 Maintenance of Business
- 4.3 Conduct of Business
- 4.4 SCO Corporate Approvals
- 4.5 Letter of SCO's Accountants
- 4.6 Prospectus/Proxy Statement
- 4.7 Regulatory Approvals
- 4.8 Necessary Consents
- 4.9 Access to Information
- 4. Sco Covenants
- 5.10 Access to Information
- 5.11 Books and Records
- 5.12 Satisfaction of Conditions Precedent
- 5.13 Voting Agreement
- 5.14 Sales Representative and Support Agreement
- 5.15 Stockholders Agreement
- 5.16 Caldera Employee Plans
- 5.17 Indemnification and Insurance -- Caldera
- 5.18 Indemnification and Insurance -- Employees
- 5.19 Distribution to SCO Shareholders
- 5.1 Advice of Changes
- 5.2 Maintenance of Business
- 5.3 Conduct of Business
- 5.4 Stockholder Approval
- 5.5 Letter of Caldera's Accountants
- 5.6 Prospectus/Proxy Statement
- 5.7 State Securities Law Compliance
- 5.8 Regulatory Approvals
- 5.9 Necessary Consents
- 5. Caldera and Newco Covenants
- 6.10 HSR Act
- 6.11 Ancillary Agreements
- 6.12 Delivery of Newco Shares
- 6.1 Accuracy of Representations and Warranties
- 6.2 Covenants
- 6.3 Compliance with Law
- 6.4 Form S-4
- 6.5 Opinion of Caldera and Newco's Counsel
- 6.6 Stockholder Approval
- 6.7 Tax Opinion
- 6.8 Designees to the Board of Directors of Newco
- 6.9 Nasdaq Listing
- 6. Conditions Precedent to Obligations of Sco
- 7.10 Ancillary Agreements
- 7.11 Key Employee Term Sheets
- 7.1 Accuracy of Representations and Warranties
- 7.2 Covenants
- 7.3 Compliance with Law
- 7.4 Consents
- 7.5 Form S-4
- 7.6 Opinion of Counsel to SCO
- 7.7 Caldera Stockholder Approval
- 7.8 Tax Opinion
- 7.9 HSR Act
- 7. Conditions Precedent to Obligations of Caldera and Newco
- 8.1 Termination
- 8.2 Notice of Termination
- 8.3 Liability
- 8.4 Termination Fee
- 8. Termination of Agreement
- 9.1 Survival of Representations
- 9. Survival of Representations
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1 | 1st Page - Filing Submission
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" | Form S-4
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" | Caldera International, Inc
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" | Ransom H. Love
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7 | Table of Contents
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8 | Frequently Asked Questions
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12 | Summary
|
" | The Combination
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24 | Caldera
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25 | Sco
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" | Pro forma
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26 | Market Price Information
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" | Caldera Common Stock
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28 | Risk Factors
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31 | Months
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34 | Risks of Caldera
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43 | Special Note Regarding Forward-Looking Statements
|
" | SCO is Incorporating its SEC Filings in this Document by Reference
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44 | Where You Can Find More Information
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45 | The Caldera Meeting
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48 | The Sco Meeting
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53 | Reasons for the Combination
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57 | Opinions of Financial Advisors
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60 | Group
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74 | Interests of Persons in the Combination
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75 | Stockholder Agreement
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" | Voting Agreements
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" | The Reorganization Agreement
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" | Closing
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76 | Caldera Options
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" | SCO Options
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77 | Distribution and Registration of Shares
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80 | Restrictions on Soliciting Alternative Proposals
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82 | Taxes
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84 | Agreements Related to the Combination
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" | The Canopy Group, Inc
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86 | Sales Representative and Support Agreement
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" | Employment Agreements
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88 | The Employee Stock Option Alternatives
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91 | SCO is Acting as Exchange Agent
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92 | Selected Financial Data of Caldera
|
94 | Caldera Management's Discussion and Analysis of Financial Condition and Results of Operations
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98 | Revenue
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108 | Selected Financial Data of the Santa Cruz Operation, Inc
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109 | Selected Financial Data of the Server and Professional Services Groups
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110 | Server and Professional Services Groups Management's Discussion and Analysis of Financial Condition and Results of Operations
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111 | Net revenues
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116 | Business of Caldera
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128 | Employees
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130 | Business of Server and Professional Services Groups
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135 | Business of New Caldera
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" | Management of Caldera and New Caldera
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137 | Thomas P. Raimondi, Jr
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146 | Certain Transactions of Caldera and New Caldera
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150 | Principal Stockholders of New Caldera
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152 | Principal Stockholders of Caldera
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154 | Principal Shareholders of Sco
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156 | Description of Caldera and New Caldera Capital Stock
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" | Common Stock
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" | Preferred Stock
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" | Registration Rights
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159 | Comparison of Rights of Holders of Sco Common Stock and New Caldera Common Stock
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160 | Board of Directors
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164 | Additional Proposals to be Voted upon by Caldera Stockholders
|
165 | Proposal Two: Approval of Amendments to the Stock Incentive Plan
|
168 | Termination of Employment
|
170 | Restricted Stock
|
171 | Phantom Stock
|
" | Stock Bonus
|
174 | Incentive Stock Options
|
176 | Change in Control
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177 | Option Transactions
|
180 | Proposal Three: Approval of Amendments to the Employee Stock Purchase Plan
|
185 | Proposal Four: Amendments to Caldera's Certificate of Incorporation
|
186 | Other Action to Be Taken at the Sco Special Meeting
|
187 | Legal Matters
|
" | Experts
|
188 | Unaudited Pro Forma Condensed Combined Financial Information
|
206 | Index to Financial Statements
|
208 | Consolidated Balance Sheets
|
209 | Consolidated Statements of Operations and Comprehensive Loss
|
210 | Consolidated Statements of Stockholders' Equity
|
211 | Consolidated Statements of Cash Flows
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213 | Notes to Consolidated Financial Statements
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215 | Cash and cash equivalents
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227 | Directors
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228 | Cause
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236 | Canopy
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237 | Mti
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240 | Divisional deficit and accumulated other comprehensive loss
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242 | Consolidated Statements of Divisional Deficit and Accumulated Other Comprehensive Loss
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247 | Segment Information
|
257 | Balance Sheets
|
258 | Statements of Operations
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260 | Statements of Cash Flows
|
261 | Notes to Financial Statements
|
263 | Goodwill
|
274 | Index to Appendices
|
275 | August 1, 2000
|
281 | 1. Plan of Reorganization
|
" | 1.1 The Organization of Newco and Merger Sub
|
282 | 1.2 The Merger
|
" | 1.3 SCO Transaction
|
283 | 1.4 Contribution and Transfer of Contributed Stock and Contributed Assets
|
286 | 1.5 Closing Matters
|
" | 1.6 Dissenter's Rights
|
" | 1.7 Newco Plans
|
" | 1.8 Registration on Form S-8
|
" | 1.9 Effects of the Caldera Merger
|
" | 1.10 Tax-Free Reorganization
|
287 | 1.11 Tax-Free Section 351 Transaction
|
" | 1.12 HSR Filings
|
" | 1.13 Board of Directors and Officers of Newco; Newco Certificate of Incorporation and Bylaws
|
288 | 1.14 Registration on Form S-4
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" | 2. Representations and Warranties of Sco
|
" | 2.1 Organization; Good Standing; Qualification and Power
|
" | 2.2 Capital Structure
|
289 | 2.3 Authority
|
290 | 2.4 SEC Documents
|
291 | 2.5 Disclosure; Information Supplied
|
292 | 2.6 Compliance with Applicable Laws
|
" | 2.7 Litigation
|
293 | 2.8 ERISA and Other Compliance
|
295 | 2.9 Absence of Certain Changes or Events
|
297 | 2.10 Full Force and Effect
|
" | 2.11 Agreements
|
298 | 2.12 No Defaults
|
" | 2.13 Certain Agreements
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" | 2.14 Taxes
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299 | 2.15 Intellectual Property
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301 | 2.16 Fees and Expenses
|
" | 2.17 Insurance
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" | 2.18 Ownership of Property
|
" | 2.19 Environmental Matters
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302 | 2.20 Interested Party Transactions
|
" | 2.21 Fairness Opinion
|
" | 2.22 Title to and Condition and Sufficiency of Group Assets
|
" | 2.23 No Restrictive Agreements
|
" | 2.24 Supplier and Customer Relationships
|
303 | 2.25 Product and Inventory Status
|
" | 2.26 Affirmative Vote
|
" | 2.27 State Takeover Statutes
|
" | 2.28 Competition and Fair Trading Laws
|
" | 2.29 Grants
|
304 | 3. Representations and Warranties of Caldera and Newco
|
" | 3.1 Organization; Good Standing; Qualification and Power
|
" | 3.2 Capital Structure
|
305 | 3.3 Authority
|
306 | 3.4 SEC Documents
|
" | 3.5 Disclosure; Information Supplied
|
307 | 3.6 Vote Required
|
" | 3.7 Litigation
|
" | 3.8 Valid Issuance
|
" | 3.9 Absence of Certain Changes or Events
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309 | 3.10 Taxes
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" | 3.11 Intellectual Property
|
" | 3.12 Fees and Expenses
|
310 | 3.13 Environmental Matters
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" | 3.14 Fairness Opinion
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" | 3.15 Tax Representations
|
" | 4. Sco Covenants
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" | 4.1 Advice of Changes
|
311 | 4.2 Maintenance of Business
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" | 4.3 Conduct of Business
|
312 | 4.4 SCO Corporate Approvals
|
" | 4.5 Letter of SCO's Accountants
|
" | 4.6 Prospectus/Proxy Statement
|
313 | 4.7 Regulatory Approvals
|
" | 4.8 Necessary Consents
|
" | 4.9 Access to Information
|
" | 4.10 Satisfaction of Conditions Precedent
|
" | 4.11 Voting Agreement
|
314 | 4.12 Sales Representative and Support Agreement
|
" | 4.13 Stockholders Agreement
|
" | 4.14 No Other Negotiations
|
315 | 4.15 Books and Records
|
" | 4.16 [Intentionally Omitted.]
|
" | 4.17 Modification of Joint Contributed Agreements and Shared Contributed Assets
|
" | 4.18 Key Employee Employment Agreements
|
" | 4.19 SCO IP Rights
|
316 | 4.20 Directors' and Officers' Liability Insurance
|
" | 4.21 Closing Group Account
|
" | 4.22 SCO Retained Business
|
" | 4.23 Taking of Necessary Action; Further Action
|
" | 4.24 Accounting Treatments
|
" | 5. Caldera and Newco Covenants
|
" | 5.1 Advice of Changes
|
317 | 5.2 Maintenance of Business
|
" | 5.3 Conduct of Business
|
" | 5.4 Stockholder Approval
|
" | 5.5 Letter of Caldera's Accountants
|
318 | 5.6 Prospectus/Proxy Statement
|
" | 5.7 State Securities Law Compliance
|
" | 5.8 Regulatory Approvals
|
319 | 5.9 Necessary Consents
|
" | 5.10 Access to Information
|
" | 5.11 Books and Records
|
" | 5.12 Satisfaction of Conditions Precedent
|
" | 5.13 Voting Agreement
|
" | 5.14 Sales Representative and Support Agreement
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" | 5.15 Stockholders Agreement
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" | 5.16 Caldera Employee Plans
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320 | 5.17 Indemnification and Insurance -- Caldera
|
321 | 5.18 Indemnification and Insurance -- Employees
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322 | 5.19 Distribution to SCO Shareholders
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323 | 6. Conditions Precedent to Obligations of Sco
|
" | 6.1 Accuracy of Representations and Warranties
|
" | 6.2 Covenants
|
" | 6.3 Compliance with Law
|
" | 6.4 Form S-4
|
" | 6.5 Opinion of Caldera and Newco's Counsel
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" | 6.6 Stockholder Approval
|
" | 6.7 Tax Opinion
|
" | 6.8 Designees to the Board of Directors of Newco
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324 | 6.9 Nasdaq Listing
|
" | 6.10 HSR Act
|
" | 6.11 Ancillary Agreements
|
" | 6.12 Delivery of Newco Shares
|
" | 7. Conditions Precedent to Obligations of Caldera and Newco
|
" | 7.1 Accuracy of Representations and Warranties
|
" | 7.2 Covenants
|
" | 7.3 Compliance with Law
|
" | 7.4 Consents
|
" | 7.5 Form S-4
|
" | 7.6 Opinion of Counsel to SCO
|
" | 7.7 Caldera Stockholder Approval
|
" | 7.8 Tax Opinion
|
325 | 7.9 HSR Act
|
" | 7.10 Ancillary Agreements
|
" | 7.11 Key Employee Term Sheets
|
" | 8. Termination of Agreement
|
" | 8.1 Termination
|
326 | 8.2 Notice of Termination
|
" | 8.3 Liability
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327 | 8.4 Termination Fee
|
" | 9. Survival of Representations
|
" | 9.1 Survival of Representations
|
" | 10. Escrow and Indemnification
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" | 10.1 Escrow Fund
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328 | 10.2 Indemnification by SCO
|
" | 10.4 Limitations on Indemnification
|
" | 10.5 Indemnification Procedures
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330 | 11. Employee Matters
|
" | 11.1 Right to Offer Employment
|
331 | 11.2 Termination of Employment
|
332 | 11.3 Cooperation
|
" | 12. Tax Matters
|
" | 12.1 Transaction Taxes; Representation; Transaction Tax Indemnity
|
" | 12.2 Treatment of Indemnity Payments
|
" | 12.3 Indemnity for Taxes
|
334 | 12.4 Other Tax Matters
|
336 | 12.5 Tax Representations
|
337 | 13. Miscellaneous
|
" | 13.1 Governing Law; Venue
|
" | 13.2 Assignment; Binding upon Successors and Assigns
|
" | 13.3 Severability
|
" | 13.4 Counterparts
|
" | 13.5 Other Remedies
|
" | 13.6 Amendment and Waivers
|
" | 13.7 Expenses
|
338 | 13.8 Attorneys' Fees
|
" | 13.9 Notices
|
" | 13.10 Construction of Agreement
|
" | 13.11 No Joint Venture
|
339 | 13.12 Further Assurances
|
" | 13.13 Absence of Third Party Beneficiary Rights
|
" | 13.14 Public Announcement
|
" | 13.15 Certain Defined Terms
|
348 | 13.16 Entire Agreement
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391 | Amendment
|
421 | Item 20. Indemnification of Officers and Directors
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422 | Item 21. Exhibits and Financial Statement Schedules
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425 | Item 22. Undertakings
|