Termination Agreement among Dover Motorsports, Inc., Dover Downs Gaming & Entertainment, Inc., and DVD Acquisition Corp.
This agreement, dated October 13, 2010, is between Dover Motorsports, Inc., Dover Downs Gaming & Entertainment, Inc., and DVD Acquisition Corp. It formally ends a previously signed Agreement and Plan of Merger among the parties, effective immediately. All parties have approved the termination, and the agreement is executed by their authorized officers. The main purpose is to officially terminate the merger process that was agreed upon in September 2010.
Exhibit 2.1
TERMINATION AGREEMENT
TERMINATION AGREEMENT (this Agreement) dated as of October 13, 2010 among Dover Motorsports, Inc., a Delaware corporation (the Company), Dover Downs Gaming & Entertainment, Inc., a Delaware corporation (Parent), and DVD Acquisition Corp., a Delaware corporation wholly-owned by Parent (Merger Subsidiary).
W I T N E S S E T H :
WHEREAS, Company, Parent and Merger Subsidiary entered into an Agreement and Plan of Merger dated as of September 27, 2010 (the Merger Agreement).
WHEREAS, the respective Boards of Directors of Company, Parent and Merger Subsidiary have approved this Agreement;
NOW, THEREFORE, in consideration of the foregoing and agreements contained herein, the parties hereto agree as follows:
The Merger Agreement is hereby terminated pursuant to Section 10.01(a) thereto effective immediately.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date set forth above.
| DOVER DOWNS GAMING & ENTERTAINMENT, INC. | |
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| By: | /s/ Denis McGlynn |
| Name: | Denis McGlynn |
| Title: | Chief Executive Officer |
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| DOVER MOTORSPORTS, INC. | |
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| By: | /s/ Denis McGlynn |
| Name: | Denis McGlynn |
| Title: | Chief Executive Officer |
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| DVD ACQUSITION CORP. | |
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| By: | /s/ Denis McGlynn |
| Name: | Denis McGlynn |
| Title: | Chief Executive Officer |