May 9th, 2022 · Common Contracts · 467 similar Servicesource International, Inc. – AGREEMENT AND PLAN OF MERGER by and among CONCENTRIX CORPORATION, CONCENTRIX MERGER SUB INC. and SERVICESOURCE INTERNATIONAL, INC. Dated as of May 6, 2022 (Continued) THIS AGREEMENT AND PLAN OF MERGER, dated as of May 6, 2022 (this “Agreement”), is made by and among Concentrix Corporation, a Delaware corporation (“Parent”), Concentrix Merger Sub Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Acquisition Sub”), and ServiceSource International, Inc., a Delaware corporation (the “Company”).
THIS AGREEMENT AND PLAN OF MERGER, dated as of May 6, 2022 (this “Agreement”), is made by and among Concentrix Corporation, a Delaware corporation (“Parent”), Concentrix Merger Sub Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Acquisition Sub”), and ServiceSource International, Inc., a Delaware corporation (the “Company”).
April 6th, 2022 · Common Contracts · 198 similar Tivity Health, Inc. – AGREEMENT AND PLAN OF MERGER by and among TITAN-ATLAS PARENT, INC., TITAN-ATLAS MERGER SUB, INC., and TIVITY HEALTH, INC. Dated as of April 5, 2022 This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 5, 2022, is by and among Tivity Health, Inc., a Delaware corporation (the “Company”), Titan-Atlas Parent, Inc., a Delaware corporation (“Parent”), and Titan-Atlas Merger Sub, Inc., a Delaware corporation and direct, wholly owned Subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 5, 2022, is by and among Tivity Health, Inc., a Delaware corporation (the “Company”), Titan-Atlas Parent, Inc., a Delaware corporation (“Parent”), and Titan-Atlas Merger Sub, Inc., a Delaware corporation and direct, wholly owned Subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
March 28th, 2022 · Common Contracts · 116 similar Plantronics Inc /Ca/ – AGREEMENT AND PLAN OF MERGER Dated as of March 25, 2022, among HP INC., PRISM SUBSIDIARY CORP. and PLANTRONICS, INC. AGREEMENT AND PLAN OF MERGER, dated as of March 25, 2022 (this “Agreement”), among HP INC., a Delaware corporation (“Parent”), PRISM SUBSIDIARY CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and PLANTRONICS, INC., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER, dated as of March 25, 2022 (this “Agreement”), among HP INC., a Delaware corporation (“Parent”), PRISM SUBSIDIARY CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and PLANTRONICS, INC., a Delaware corporation (the “Company”).
August 29th, 2019 · Common Contracts · 94 similar Castle Brands Inc – AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”), is entered into as of August 28, 2019, by and among Castle Brands Inc., a Florida corporation (the “Company”), Austin, Nichols & Co., Inc., a Delaware corporation (“Parent”), and Rook Merger Sub, Inc., a Florida corporation wholly owned by Parent (“Merger Sub”). Unless the context otherwise requires, capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 9.01 of this Agreement.
This Agreement and Plan of Merger (this “Agreement”), is entered into as of August 28, 2019, by and among Castle Brands Inc., a Florida corporation (the “Company”), Austin, Nichols & Co., Inc., a Delaware corporation (“Parent”), and Rook Merger Sub, Inc., a Florida corporation wholly owned by Parent (“Merger Sub”). Unless the context otherwise requires, capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 9.01 of this Agreement.
December 7th, 2017 · Common Contracts · 89 similar Entellus Medical Inc – AGREEMENT AND PLAN OF MERGER by and among STRYKER CORPORATION, EXPLORER MERGER SUB CORP. and ENTELLUS MEDICAL, INC., Dated as of December 7, 2017 THIS AGREEMENT AND PLAN OF MERGER, (this “Agreement”), dated as of December 7, 2017, is made by and among Stryker Corporation, a Michigan corporation (“Parent”), Explorer Merger Sub Corp., a Delaware corporation and a direct or indirect wholly owned Subsidiary of Parent (“Merger Sub”), and Entellus Medical, Inc., a Delaware corporation (the “Company”). Defined terms used in this Agreement have the respective meanings ascribed to them herein.
THIS AGREEMENT AND PLAN OF MERGER, (this “Agreement”), dated as of December 7, 2017, is made by and among Stryker Corporation, a Michigan corporation (“Parent”), Explorer Merger Sub Corp., a Delaware corporation and a direct or indirect wholly owned Subsidiary of Parent (“Merger Sub”), and Entellus Medical, Inc., a Delaware corporation (the “Company”). Defined terms used in this Agreement have the respective meanings ascribed to them herein.
April 13th, 2022 · Common Contracts · 81 similar Datto Holding Corp. – AGREEMENT AND PLAN OF MERGER by and among KNOCKOUT PARENT INC., KNOCKOUT MERGER SUB INC., DATTO HOLDING CORP., KASEYA HOLDINGS INC., solely for the limited purposes set forth herein and KASEYA INC., solely for the limited purposes set forth herein... THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 11, 2022, by and among Knockout Parent Inc., a Delaware corporation and a wholly owned subsidiary of Kaseya Inc (“Parent”), Knockout Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Datto Holding Corp., a Delaware corporation (the “Company”), solely for purposes of Section 3.30, Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.6, Section 4.10, Section 4.16, Section 4.17, Section 6.2 and Section 6.13, Kaseya Holdings Inc., a Delaware corporation (“Kaseya Parent”) and, solely for purposes of Section 3.30, Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.6, Section 4.10, Section 4.12, Section 4.16, Section 4.17, Section 6.4 and Section 6.13, Kaseya Inc., a Delaware corporation (“Kaseya Inc.”). Each of Parent, Merger Sub and the Company are sometimes referred to herein as a “Party.” All capitalized terms that are used in this Agr
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 11, 2022, by and among Knockout Parent Inc., a Delaware corporation and a wholly owned subsidiary of Kaseya Inc (“Parent”), Knockout Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Datto Holding Corp., a Delaware corporation (the “Company”), solely for purposes of Section 3.30, Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.6, Section 4.10, Section 4.16, Section 4.17, Section 6.2 and Section 6.13, Kaseya Holdings Inc., a Delaware corporation (“Kaseya Parent”) and, solely for purposes of Section 3.30, Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.6, Section 4.10, Section 4.12, Section 4.16, Section 4.17, Section 6.4 and Section 6.13, Kaseya Inc., a Delaware corporation (“Kaseya Inc.”). Each of Parent, Merger Sub and the Company are sometimes referred to herein as a “Party.” All capitalized terms that are used in this Agr
December 3rd, 2018 · Common Contracts · 61 similar TESARO, Inc. – AGREEMENT AND PLAN OF MERGER among GLAXOSMITHKLINE PLC, ADRIATIC ACQUISITION CORPORATION and TESARO, INC. Dated as of December 3, 2018 AGREEMENT AND PLAN OF MERGER, dated as of December 3, 2018 (this “Agreement”), among GlaxoSmithKline plc, a public limited company organized under the laws of England and Wales (“Parent”), Adriatic Acquisition Corporation, a Delaware corporation and an indirect wholly-owned Subsidiary of Parent (“Purchaser”), and TESARO, Inc., a Delaware corporation (the “Company”). Parent, Purchaser and the Company are each sometimes referred to herein as a “Party,” and, collectively, as the “Parties.”
AGREEMENT AND PLAN OF MERGER, dated as of December 3, 2018 (this “Agreement”), among GlaxoSmithKline plc, a public limited company organized under the laws of England and Wales (“Parent”), Adriatic Acquisition Corporation, a Delaware corporation and an indirect wholly-owned Subsidiary of Parent (“Purchaser”), and TESARO, Inc., a Delaware corporation (the “Company”). Parent, Purchaser and the Company are each sometimes referred to herein as a “Party,” and, collectively, as the “Parties.”
January 25th, 2018 · Common Contracts · 56 similar Us Geothermal Inc – AGREEMENT AND PLAN OF MERGER
May 12th, 2022 · Common Contracts · 54 similar Trecora Resources – AGREEMENT AND PLAN OF MERGER by and among BALMORAL SWAN PARENT, INC., a Delaware corporation, BALMORAL SWAN MERGERSUB, INC., a Delaware corporation, and TRECORA RESOURCES, a Delaware corporation Dated as of May 11, 2022 This AGREEMENT AND PLAN OF MERGER, dated as of May 11, 2022 (this “Agreement”), is made by and among BALMORAL SWAN PARENT, INC., a Delaware corporation (“Parent”); BALMORAL SWAN MERGERSUB, INC., a Delaware corporation and a wholly owned, direct subsidiary of Parent (“Merger Sub”); and TRECORA RESOURCES, a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 9.6 or as otherwise defined elsewhere in this Agreement, unless the context clearly indicates otherwise.
This AGREEMENT AND PLAN OF MERGER, dated as of May 11, 2022 (this “Agreement”), is made by and among BALMORAL SWAN PARENT, INC., a Delaware corporation (“Parent”); BALMORAL SWAN MERGERSUB, INC., a Delaware corporation and a wholly owned, direct subsidiary of Parent (“Merger Sub”); and TRECORA RESOURCES, a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 9.6 or as otherwise defined elsewhere in this Agreement, unless the context clearly indicates otherwise.
February 1st, 2022 · Common Contracts · 50 similar Triple-S Management Corp – AGREEMENT AND PLAN OF MERGER dated as of August 23, 2021, among GUIDEWELL MUTUAL HOLDING CORPORATION, GUIDEWELL MERGER, INC. and TRIPLE-S MANAGEMENT CORPORATION AGREEMENT AND PLAN OF MERGER dated as of August 23, 2021 (this “Agreement”), by and among GuideWell Mutual Holding Corporation, a Florida not-for-profit mutual insurance holding company (“Parent”), GuideWell Merger, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Triple-S Management Corporation, a Puerto Rico corporation (the “Company”). Unless expressly stated otherwise, Parent, Merger Sub and the Company are referred to in this Agreement individually as a “party” and collectively as the “parties”.
AGREEMENT AND PLAN OF MERGER dated as of August 23, 2021 (this “Agreement”), by and among GuideWell Mutual Holding Corporation, a Florida not-for-profit mutual insurance holding company (“Parent”), GuideWell Merger, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Triple-S Management Corporation, a Puerto Rico corporation (the “Company”). Unless expressly stated otherwise, Parent, Merger Sub and the Company are referred to in this Agreement individually as a “party” and collectively as the “parties”.
April 19th, 2022 · Common Contracts · 49 similar Checkmate Pharmaceuticals, Inc. – AGREEMENT AND PLAN OF MERGER among: Checkmate Pharmaceuticals, Inc., a Delaware corporation; Regeneron Pharmaceuticals, Inc., a New York corporation; and Scandinavian Acquisition Sub, Inc., a Delaware corporation Dated as of April 18, 2022 Any one or more directors may be removed, with or without cause, by the vote or written consent of the holders of a majority of the issued and outstanding shares of capital stock of the Corporation entitled to be voted in the election of directors.
Any one or more directors may be removed, with or without cause, by the vote or written consent of the holders of a majority of the issued and outstanding shares of capital stock of the Corporation entitled to be voted in the election of directors.
September 19th, 2008 · Common Contracts · 42 similar OCM Principal Opportunities Fund IV, LP – AGREEMENT AND PLAN OF MERGER by and among CYANCO HOLDING CORP., CALYPSO ACQUISITION CORP. and NEVADA CHEMICALS, INC. dated as of September 5, 2008 AGREEMENT AND PLAN OF MERGER, dated as of September 5, 2008, by and among Cyanco Holding Corp., a Delaware corporation ("Parent"), Calypso Acquisition Corp., a Utah corporation and direct, wholly owned subsidiary of Parent (the "Purchaser"), and Nevada Chemicals, Inc., a Utah corporation (the "Company"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Section 9.3 hereof.
AGREEMENT AND PLAN OF MERGER, dated as of September 5, 2008, by and among Cyanco Holding Corp., a Delaware corporation ("Parent"), Calypso Acquisition Corp., a Utah corporation and direct, wholly owned subsidiary of Parent (the "Purchaser"), and Nevada Chemicals, Inc., a Utah corporation (the "Company"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Section 9.3 hereof.
June 21st, 2016 · Common Contracts · 41 similar American Science & Engineering, Inc. – AGREEMENT AND PLAN OF MERGER by and among OSI SYSTEMS, INC., APPLE MERGER SUB, INC. and AMERICAN SCIENCE AND ENGINEERING, INC. Dated as of June 20, 2016 THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of June 20, 2016, by and among OSI Systems, Inc., a Delaware corporation (the “Buyer”), Apple Merger Sub, Inc., a Massachusetts corporation and a wholly owned subsidiary of the Buyer (the “Transitory Subsidiary”), and American Science and Engineering, Inc., a Massachusetts corporation (the “Company”).
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of June 20, 2016, by and among OSI Systems, Inc., a Delaware corporation (the “Buyer”), Apple Merger Sub, Inc., a Massachusetts corporation and a wholly owned subsidiary of the Buyer (the “Transitory Subsidiary”), and American Science and Engineering, Inc., a Massachusetts corporation (the “Company”).
June 27th, 2016 · Common Contracts · 38 similar Gannett Co., Inc. – AGREEMENT AND PLAN OF MERGER by and among GANNETT CO., INC., RAPTOR MERGER SUB, INC. and REACHLOCAL, INC. Dated as of June 27, 2016 This AGREEMENT AND PLAN OF MERGER, dated as of June 27, 2016 (this “Agreement”), is made by and among Gannett Co., Inc., a Delaware corporation (the “Parent”), Raptor Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (the “Purchaser”), and ReachLocal, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
This AGREEMENT AND PLAN OF MERGER, dated as of June 27, 2016 (this “Agreement”), is made by and among Gannett Co., Inc., a Delaware corporation (the “Parent”), Raptor Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (the “Purchaser”), and ReachLocal, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
May 5th, 2022 · Common Contracts · 37 similar Black Knight, Inc. – AGREEMENT AND PLAN OF MERGER dated as of May 4, 2022, among INTERCONTINENTAL EXCHANGE, INC., SAND MERGER SUB CORPORATION and BLACK KNIGHT, INC. AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of May 4, 2022, among Intercontinental Exchange, Inc., a Delaware corporation (“Parent”), Sand Merger Sub Corporation, a Delaware corporation and a Subsidiary of Parent (“Sub”), and Black Knight, Inc., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of May 4, 2022, among Intercontinental Exchange, Inc., a Delaware corporation (“Parent”), Sand Merger Sub Corporation, a Delaware corporation and a Subsidiary of Parent (“Sub”), and Black Knight, Inc., a Delaware corporation (the “Company”).
August 10th, 2004 · Common Contracts · 36 similar U S Restaurant Properties Inc – AGREEMENT AND PLAN OF MERGER among U.S. Restaurant Properties, Inc., Ivanhoe Acquisition I, LLC and CNL Income Fund, Ltd. dated as of August 9, 2004 THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 9, 2004, is by and among U.S. Restaurant Properties, Inc., a Maryland corporation (the “Company”), Ivanhoe Acquisition I, LLC, a Maryland limited liability company (“Acquisition LLC”), and CNL Income Fund, Ltd., a Florida limited partnership (the “Fund”). The Company, Acquisition LLC, and the Fund are referred to collectively herein as the “Parties” and individually as a “Party.”
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 9, 2004, is by and among U.S. Restaurant Properties, Inc., a Maryland corporation (the “Company”), Ivanhoe Acquisition I, LLC, a Maryland limited liability company (“Acquisition LLC”), and CNL Income Fund, Ltd., a Florida limited partnership (the “Fund”). The Company, Acquisition LLC, and the Fund are referred to collectively herein as the “Parties” and individually as a “Party.”
May 9th, 2022 · Common Contracts · 33 similar Tiga Acquisition Corp. – AGREEMENT AND PLAN OF MERGER by and among TIGA ACQUISITION CORP., TIGA MERGER SUB LLC, and GRINDR GROUP LLC dated as of May 9 , 2022 This Agreement and Plan of Merger, dated as of May 9 , 2022 (this “Agreement”), is made and entered into by and among Tiga Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Tiga Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Grindr Group LLC, a Delaware limited liability company (the “Company”).
This Agreement and Plan of Merger, dated as of May 9 , 2022 (this “Agreement”), is made and entered into by and among Tiga Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Tiga Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Grindr Group LLC, a Delaware limited liability company (the “Company”).
January 19th, 2022 · Common Contracts · 33 similar Activision Blizzard, Inc. – AGREEMENT AND PLAN OF MERGER by and among MICROSOFT CORPORATION, ANCHORAGE MERGER SUB INC. and ACTIVISION BLIZZARD, INC. Dated as of January 18, 2022 THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 18, 2022, by and among Microsoft Corporation, a Washington corporation (“Parent”), Anchorage Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Activision Blizzard, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the meanings given to them in Article I.
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 18, 2022, by and among Microsoft Corporation, a Washington corporation (“Parent”), Anchorage Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Activision Blizzard, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the meanings given to them in Article I.
January 24th, 2020 · Common Contracts · 31 similar FB Financial Corp – AGREEMENT AND PLAN OF MERGER by and among FRANKLIN FINANCIAL NETWORK, INC., FB FINANCIAL CORPORATION and PAISLEY ACQUISITION CORPORATION _____________________ AGREEMENT AND PLAN OF MERGER, dated as of January 21, 2020 (this “Agreement”), by and among Franklin Financial Network, Inc., a Tennessee corporation (the “Company”), FB Financial Corporation, a Tennessee corporation (“Parent”), and Paisley Acquisition Corporation, a Tennessee corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”).
AGREEMENT AND PLAN OF MERGER, dated as of January 21, 2020 (this “Agreement”), by and among Franklin Financial Network, Inc., a Tennessee corporation (the “Company”), FB Financial Corporation, a Tennessee corporation (“Parent”), and Paisley Acquisition Corporation, a Tennessee corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”).
May 23rd, 2022 · Common Contracts · 29 similar Cynergistek, Inc – AGREEMENT AND PLAN OF MERGER by and among CYNERGISTEK, INC., CLEARWATER COMPLIANCE LLC and CLEARWATER COMPLIANCE ACQUISITION COMPANY I Dated as of May 23, 2022 THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into as of this 23rd day of May, 2022, by and among Clearwater Compliance LLC, a Tennessee limited liability company (the “Parent”), Clearwater Compliance Acquisition Company I, a Delaware corporation and a wholly owned subsidiary of the Parent (“Merger Sub”), and CynergisTek, Inc., a Delaware corporation (the “Company”).
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into as of this 23rd day of May, 2022, by and among Clearwater Compliance LLC, a Tennessee limited liability company (the “Parent”), Clearwater Compliance Acquisition Company I, a Delaware corporation and a wholly owned subsidiary of the Parent (“Merger Sub”), and CynergisTek, Inc., a Delaware corporation (the “Company”).
March 31st, 2014 · Common Contracts · 29 similar Morgans Foods Inc – AGREEMENT AND PLAN OF MERGER by and among APEX RESTAURANT MANAGEMENT, INC., APEX BRANDS FOODS, INC. and MORGAN’S FOODS, INC. dated as of March 30, 2014 AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 30, 2014, by and among Apex Restaurant Management, Inc., a California corporation (“Parent”), Apex Brands Foods, Inc., an Ohio corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Morgan’s Foods, Inc., an Ohio corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 30, 2014, by and among Apex Restaurant Management, Inc., a California corporation (“Parent”), Apex Brands Foods, Inc., an Ohio corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Morgan’s Foods, Inc., an Ohio corporation (the “Company”).
February 20th, 2020 · Common Contracts · 29 similar Meridian Bioscience Inc – AGREEMENT AND PLAN OF MERGER by and among MERIDIAN BIOSCIENCE, INC., APM TRUST SHELF 14 LTD. and EXALENZ BIOSCIENCE LTD. Dated as of February 19, 2020 THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 19, 2020 by and among Meridian Bioscience, Inc., a company organized under the laws of the State of Ohio (“Parent”), APM Trust Shelf 14 Ltd., a company organized under the laws of the State of Israel and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Exalenz Bioscience Ltd., a company organized under the laws of the State of Israel (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 19, 2020 by and among Meridian Bioscience, Inc., a company organized under the laws of the State of Ohio (“Parent”), APM Trust Shelf 14 Ltd., a company organized under the laws of the State of Israel and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Exalenz Bioscience Ltd., a company organized under the laws of the State of Israel (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.
June 29th, 2021 · Common Contracts · 28 similar New Senior Investment Group Inc. – AGREEMENT AND PLAN OF MERGER by and among VENTAS, INC. CADENCE MERGER SUB LLC and NEW SENIOR INVESTMENT GROUP INC. Dated as of June 28, 2021 This AGREEMENT AND PLAN OF MERGER, dated as of June 28, 2021 (this “Agreement”), is by and among VENTAS, INC., a Delaware corporation (“Parent”), CADENCE MERGER SUB LLC, a Delaware limited liability company and subsidiary of Parent (“Merger Sub”), and NEW SENIOR INVESTMENT GROUP INC., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
This AGREEMENT AND PLAN OF MERGER, dated as of June 28, 2021 (this “Agreement”), is by and among VENTAS, INC., a Delaware corporation (“Parent”), CADENCE MERGER SUB LLC, a Delaware limited liability company and subsidiary of Parent (“Merger Sub”), and NEW SENIOR INVESTMENT GROUP INC., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
July 18th, 2017 · Common Contracts · 28 similar Cincinnati Bell Inc – AGREEMENT AND PLAN OF MERGER Dated as of July 9, 2017, Among HAWAIIAN TELCOM HOLDCO, INC., CINCINNATI BELL INC. and TWIN ACQUISITION CORP. AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of July 9, 2017, among Hawaiian Telcom Holdco, Inc., a Delaware corporation (“Company”), Cincinnati Bell Inc., an Ohio corporation (“Parent”), and Twin Acquisition Corp., a Delaware corporation and a directly wholly owned subsidiary of Parent (“Merger Sub”).
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of July 9, 2017, among Hawaiian Telcom Holdco, Inc., a Delaware corporation (“Company”), Cincinnati Bell Inc., an Ohio corporation (“Parent”), and Twin Acquisition Corp., a Delaware corporation and a directly wholly owned subsidiary of Parent (“Merger Sub”).
September 17th, 2018 · Common Contracts · 27 similar China Grand Resorts, Inc. – AGREEMENT AND PLAN OF MERGER by and among JACKSAM CORPORATION, JACKSAM ACQUISITION CORP. and CHINA GRAND RESORTS INC. September 14, 2018 THIS AGREEMENT AND PLAN OF MERGER is entered into as of September 14, 2018, by and among China Grand Resorts Inc., a Nevada corporation (“Parent”), Jacksam Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of Parent (“Acquisition Corp.”), and Jacksam Corporation, a Delaware corporation (the “Company”).
THIS AGREEMENT AND PLAN OF MERGER is entered into as of September 14, 2018, by and among China Grand Resorts Inc., a Nevada corporation (“Parent”), Jacksam Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of Parent (“Acquisition Corp.”), and Jacksam Corporation, a Delaware corporation (the “Company”).
September 8th, 1999 · Common Contracts · 25 similar Pioneer Natural Resources Usa Inc – NOTICE OF SPECIAL MEETINGS OF LIMITED PARTNERS TO BE HELD ON , 1999
September 24th, 2018 · Common Contracts · 25 similar Command Security Corp – AGREEMENT AND PLAN OF MERGER By and Among COMMAND SECURITY CORPORATION, PROSEGUR SIS (USA) INC. and CRESCENT MERGER SUB, INC. Dated as of September 18, 2018 THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 18, 2018, among Command Security Corporation, a New York corporation (the “Company”), Prosegur SIS (USA) Inc., a Florida corporation (“Parent”), and Crescent Merger Sub, Inc., a New York corporation and a wholly owned subsidiary of Parent (“Merger Sub,” the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”).
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 18, 2018, among Command Security Corporation, a New York corporation (the “Company”), Prosegur SIS (USA) Inc., a Florida corporation (“Parent”), and Crescent Merger Sub, Inc., a New York corporation and a wholly owned subsidiary of Parent (“Merger Sub,” the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”).
September 27th, 2021 · Common Contracts · 25 similar Kraton Corp – AGREEMENT AND PLAN OF MERGER dated as of September 27, 2021 among KRATON CORPORATION, DL CHEMICAL CO., LTD., DLC US HOLDINGS, INC. and DLC US, INC. This AGREEMENT AND PLAN OF MERGER (this “Agreement”), is entered into as of September 27, 2021, by and among Kraton Corporation, a Delaware corporation (the “Company”), DL Chemical Co., Ltd., a company organized under the laws of the Republic of Korea (“Parent”), DLC US Holdings, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Intermediate Merger Subsidiary”), and DLC US, Inc., a Delaware corporation and a wholly owned Subsidiary of Intermediate Merger Subsidiary (“Merger Subsidiary”).
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), is entered into as of September 27, 2021, by and among Kraton Corporation, a Delaware corporation (the “Company”), DL Chemical Co., Ltd., a company organized under the laws of the Republic of Korea (“Parent”), DLC US Holdings, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Intermediate Merger Subsidiary”), and DLC US, Inc., a Delaware corporation and a wholly owned Subsidiary of Intermediate Merger Subsidiary (“Merger Subsidiary”).
November 18th, 2010 · Common Contracts · 23 similar Caterpillar Inc – AGREEMENT AND PLAN OF MERGER among CATERPILLAR INC., BADGER MERGER SUB, INC. and BUCYRUS INTERNATIONAL, INC. dated as of November 14, 2010 AGREEMENT AND PLAN OF MERGER dated as of November 14, 2010 (this “Agreement”), by and among CATERPILLAR INC., a Delaware corporation (“Parent”), BADGER MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), and BUCYRUS INTERNATIONAL, INC., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER dated as of November 14, 2010 (this “Agreement”), by and among CATERPILLAR INC., a Delaware corporation (“Parent”), BADGER MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), and BUCYRUS INTERNATIONAL, INC., a Delaware corporation (the “Company”).
September 28th, 2017 · Common Contracts · 23 similar Exa Corp – AGREEMENT AND PLAN OF MERGER among DASSAULT SYSTEMES SIMULIA CORP., 3DS ACQUISITION 3 CORP. and EXA CORPORATION Dated as of September 27, 2017 THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 27, 2017 (the “Agreement Date”), by and among Dassault Systemes Simulia Corp., a Rhode Island corporation (“Parent”), 3DS Acquisition 3 Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Purchaser”), and Exa Corporation, a Delaware corporation (the “Company”). Each of Parent, Purchaser and the Company are referred to herein as a “Party” and together as “Parties.”
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 27, 2017 (the “Agreement Date”), by and among Dassault Systemes Simulia Corp., a Rhode Island corporation (“Parent”), 3DS Acquisition 3 Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Purchaser”), and Exa Corporation, a Delaware corporation (the “Company”). Each of Parent, Purchaser and the Company are referred to herein as a “Party” and together as “Parties.”
April 8th, 2022 · Common Contracts · 23 similar CDK Global, Inc. – PROJECT CENTRAL AGREEMENT AND PLAN OF MERGER by and among CENTRAL PARENT LLC, CENTRAL MERGER SUB INC. and CDK GLOBAL, INC. _________________________ Dated as of April 7, 2022 _________________________ Term Section 4.50% Indenture 8.1(a) 4.50% Senior Notes 8.1(b) 4.875% Indenture 8.1(c) 4.875% Senior Notes 8.1(d) 5.25% Indenture 8.1(e) 5.25% Senior Notes 8.1(f) Acceptable Confidentiality Agreement 8.1(g) Adverse Recommendation Change 5.3(d) Affiliate 8.1(h) Agreement Preamble Alternative Acquisition Agreement 5.3(d) Alternative Financing 5.10(b) Announcement 5.8 Anti-Corruption Laws 8.1(i) Antitrust and Foreign Investment Laws 8.1(j) Applicable Exchange 8.1(k) Balance Sheet 3.11(a) BBU 5.10(e) Book-Entry Shares 2.1(c)(ii) Business Day 8.1(l) CARES Act 8.1(m) Certificate of Merger 1.5 Certificates 2.1(c)(ii) Change of Control Offer 5.16(a) Change of Control Offers 5.16(a) Chosen Courts 8.5(a) Claim 5.5(b) Closing 1.4 Closing Date 1.4 Code 8.1(n) Common Stock Recitals Company Preamble Company Assets 3.7 Company Benefit Plans 3.17(a) Company Board Recitals Company Board Recommendation Recitals Company Bylaws 3.1
Term Section 4.50% Indenture 8.1(a) 4.50% Senior Notes 8.1(b) 4.875% Indenture 8.1(c) 4.875% Senior Notes 8.1(d) 5.25% Indenture 8.1(e) 5.25% Senior Notes 8.1(f) Acceptable Confidentiality Agreement 8.1(g) Adverse Recommendation Change 5.3(d) Affiliate 8.1(h) Agreement Preamble Alternative Acquisition Agreement 5.3(d) Alternative Financing 5.10(b) Announcement 5.8 Anti-Corruption Laws 8.1(i) Antitrust and Foreign Investment Laws 8.1(j) Applicable Exchange 8.1(k) Balance Sheet 3.11(a) BBU 5.10(e) Book-Entry Shares 2.1(c)(ii) Business Day 8.1(l) CARES Act 8.1(m) Certificate of Merger 1.5 Certificates 2.1(c)(ii) Change of Control Offer 5.16(a) Change of Control Offers 5.16(a) Chosen Courts 8.5(a) Claim 5.5(b) Closing 1.4 Closing Date 1.4 Code 8.1(n) Common Stock Recitals Company Preamble Company Assets 3.7 Company Benefit Plans 3.17(a) Company Board Recitals Company Board Recommendation Recitals Company Bylaws 3.1
April 11th, 2017 · Common Contracts · 22 similar Supervalu Inc – AGREEMENT AND PLAN OF MERGER Among UNIFIED GROCERS, INC., SUPERVALU INC. and WEST ACQUISITION CORPORATION Dated as of April 10, 2017 AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of April 10, 2017, is by and among Unified Grocers, Inc., a California corporation (the “Company”), SUPERVALU INC., a Delaware corporation (“Parent”) and West Acquisition Corporation, a California corporation and a wholly-owned subsidiary of Parent (“Merger Sub,” with the Company and Merger Sub sometimes being hereinafter collectively referred to, together, as the “Constituent Corporations”).
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of April 10, 2017, is by and among Unified Grocers, Inc., a California corporation (the “Company”), SUPERVALU INC., a Delaware corporation (“Parent”) and West Acquisition Corporation, a California corporation and a wholly-owned subsidiary of Parent (“Merger Sub,” with the Company and Merger Sub sometimes being hereinafter collectively referred to, together, as the “Constituent Corporations”).
March 8th, 2022 · Common Contracts · 22 similar CD&R Associates VIII, Ltd. – AGREEMENT AND PLAN OF MERGER by and among CAMELOT RETURN INTERMEDIATE HOLDINGS, LLC, CAMELOT RETURN MERGER SUB, INC., and CORNERSTONE BUILDING BRANDS, INC. Dated as of March 5, 2022 This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 5, 2022, is by and among Camelot Return Intermediate Holdings, LLC, a Delaware limited liability company (“Parent”), Camelot Return Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Cornerstone Building Brands, Inc., a Delaware corporation (the “Company,” with the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”). Parent, the Company and Merger Sub are referred to herein as the “Parties” and each, a “Party.”
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 5, 2022, is by and among Camelot Return Intermediate Holdings, LLC, a Delaware limited liability company (“Parent”), Camelot Return Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Cornerstone Building Brands, Inc., a Delaware corporation (the “Company,” with the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”). Parent, the Company and Merger Sub are referred to herein as the “Parties” and each, a “Party.”
March 23rd, 2021 · Common Contracts · 22 similar Banc of California, Inc. – AGREEMENT AND PLAN OF MERGER dated as of March 22, 2021 by and between BANC OF CALIFORNIA, INC. and PACIFIC MERCANTILE BANCORP AGREEMENT AND PLAN OF MERGER, dated as of March 22, 2021 (this “Agreement”), by and between Banc of California, Inc., a Maryland corporation (“Parent”), and Pacific Mercantile Bancorp, a California corporation (the “Company”) (collectively hereinafter referred to as the “Parties”).
AGREEMENT AND PLAN OF MERGER, dated as of March 22, 2021 (this “Agreement”), by and between Banc of California, Inc., a Maryland corporation (“Parent”), and Pacific Mercantile Bancorp, a California corporation (the “Company”) (collectively hereinafter referred to as the “Parties”).
February 27th, 2020 · Common Contracts · 22 similar Intl Fcstone Inc. – AGREEMENT AND PLAN OF MERGER dated as of February 26, 2020 among GAIN CAPITAL HOLDINGS, INC., INTL FCSTONE INC. and GOLF MERGER SUB I INC. AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 26, 2020 among GAIN Capital Holdings, Inc., a Delaware corporation (the “Company”), INTL FCStone Inc., a Delaware corporation (“Parent”), and Golf Merger Sub I Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 26, 2020 among GAIN Capital Holdings, Inc., a Delaware corporation (the “Company”), INTL FCStone Inc., a Delaware corporation (“Parent”), and Golf Merger Sub I Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).