AGREEMENT AND PLAN OF MERGER. THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of May 15, 1997, by and between XXXXX BANKCORP, INC. ("TARGET"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Ocilla, Georgia, and ABC BANCORP ("PURCHASER"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Moultrie, Georgia. PREAMBLE -------- Certain terms used in this Agreement are defined in Section 10.1 hereof. The Boards of Directors of TARGET and PURCHASER are of the opinion that the transactions described herein are in the best interests of TARGET and PURCHASER and their respective shareholders. This Agreement provides for the combination of TARGET with PURCHASER pursuant to the merger of TARGET with and into PURCHASER, as a result of which the outstanding shares of the capital stock of TARGET shall be converted into the right to receive shares of common stock of PURCHASER (except as provided herein), and the shareholders of TARGET shall become shareholders of PURCHASER (except as provided herein). The transactions described in this Agreement are subject to the approvals of the shareholders of TARGET, the Board of Governors of the Federal Reserve System, the Georgia Department of Banking and Finance and the satisfaction of certain other conditions described in this Agreement. It is the intention of the parties to this Agreement that the Merger for federal income tax purposes shall qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code. Simultaneous with the Closing of the Merger, The Bank of Ocilla, a wholly- owned Georgia state bank subsidiary of TARGET, will be merged with and into The Citizens Bank of Tifton ("Citizens Bank"), a wholly-owned Georgia state bank subsidiary of PURCHASER, and will thereafter be operated as a branch of Citizens Bank.
AGREEMENT AND PLAN OF MERGER. This AGREEMENT AND PLAN OF MERGER is dated as of April 24, 2014, by and among Xxxxxx Holdings, Inc., a Delaware corporation (“Parent”), Owl Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and LVB Acquisition, Inc., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER. The Parties are executing and delivering this Agreement contemporaneously with the execution and delivery by iPCS, Inc. and Sprint Nextel Corporation of an Agreement and Plan of Merger (the “Merger Agreement”), in the form attached as Exhibit A to this Agreement.
AGREEMENT AND PLAN OF MERGER. As a condition and an inducement to Grantee's execution and delivery of the Merger Agreement, Grantee has required that Issuer agree, and Issuer has agreed, to grant Grantee the Option (as hereinafter defined).
AGREEMENT AND PLAN OF MERGER. The Sponsor understands and acknowledges that the SPAC and PubCo are entering into the Agreement and Plan of Merger in reliance upon the Sponsor’s execution and delivery of this Agreement. The Sponsor has received a copy of the Agreement and Plan of Merger, is familiar with the provisions of the Agreement and Plan of Merger and has consented to (and hereby consents to) the SPAC’s entry into the Agreement and Plan of Merger.
AGREEMENT AND PLAN OF MERGER. Agreement and Plan of Merger" shall mean the Agreement and Plan of Merger dated the date hereof, entered into by Parent, Celtic Investment Merger Sub, Inc., SLM, Xxxxx Xxxxxx, Xx. and Xxxxx Xxxxx, which provides for the acquisition SLM by Parent by way of reverse triangular merger of Celtic Merger Sub, Inc. into SLM.
AGREEMENT AND PLAN OF MERGER. This Agreement and Plan of Merger, dated as of April 19, 2016 (this “Agreement”), is made and entered into by and among GP Investments Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Let’s Go Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Acquiror (“Merger Sub”), WKI Holding Company, Inc., a Delaware corporation (the “Company”), and, solely in its capacity as the initial Holder Representative hereunder, WKI Group, LLC, a Delaware limited liability company.
AGREEMENT AND PLAN OF MERGER. This Agreement and Plan of Merger is entered into as of May 24, 2012, by and among VALOR GOLD CORP., a Delaware corporation (“Parent”); VALOR GOLD ACQUISITION CORP. a Delaware corporation and wholly-owned subsidiary of Parent (“Buyer”); RED BATTLE CORP., a Delaware corporation (the “Company”); and PERSHING GOLD CORPORATION, a Nevada corporation and the holder of all of the capital stock of the Company (the “Stockholder”) Parent, Buyer, Company and the Stockholder are each a “party” and together are “parties” to this Agreement.
AGREEMENT AND PLAN OF MERGER. THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of May 17, 2004, by and between CITIZENS BANCSHARES, INC. (“Target”), a corporation organized and existing under the laws of the State of Florida, with its principal office located in Crawfordville, Florida, and ABC BANCORP (“Purchaser”), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Moultrie, Georgia.
AGREEMENT AND PLAN OF MERGER. The parties agree that the Company shall be merged into HealthCare pursuant to an Agreement and Plan of Merger prepared in accordance with Section 1101 of the California General Corporation Law and Section 23B.11.010 of the Washington Business Corporation Act which shall be in the form of Schedule 1.1 attached hereto (the "Agreement and Plan of Merger"). The merger of the Company into HealthCare (the "Merger") shall be on the terms set forth in the Agreement and Plan of Merger and in this Agreement.