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. ANNEX A-9
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, PubCo, Merger Sub, the Company, SinCo and the Shareholders 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. The Parties are executing and delivering this Agreement contemporaneously with the execution and delivery by certain US Unwired Parties and certain Sprint Parties 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. 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. Section 2.01.
AGREEMENT AND PLAN OF MERGER. SCHEDULE 1.5(A) – AGGREGATE MERGER CONSIDERATION 2 SCHEDULE 2.1(B) – QUALIFICATION TO DO BUSINESS (QUANTUMSPHERE, INC.) 3 SCHEDULE 2.1(C) – DIRECTORS AND OFFICERS (QUANTUMSPHERE, INC.) 4 SCHEDULE 2.3(A) – COMMON STOCK (QUANTUMSPHERE, INC.) 5 SCHEDULE 2.3(B) – DERIVATIVE SECURITIES (QUANTUMSPHERE, INC.) 6 SCHEDULE 2.4 – FINANCIAL STATEMENTS (QUANTUMSPHERE, INC.) 7 SCHEDULE 2.5(H) – ENCUMBRANCES (QUANTUMSPHERE, INC.) 8 SCHEDULE 2.5(O) – ISSUANCES OF SECURITIES (QUANTUMSPHERE, INC.) 10 SCHEDULE 2.6(A) – ENCUMBRANCES (QUANTUMSPHERE, INC.) 11 SCHEDULE 2.6(B) – PERSONAL PROPERTY LEASES (QUANTUMSPHERE, INC.) 12 SCHEDULE 2.7 – BANK OR FINANCIAL INSTITUTION (QUANTUMSPHERE, INC.) 13 SCHEDULE 2.8(B) – REAL PROPERTY LEASES (QUANTUMSPHERE, INC.) 14 SCHEDULE 2.9(A)(I) – REGISTERED PROPRIETARY ASSETS (QUANTUMSPHERE, INC.) 15 SCHEDULE 2.9(A)(II) – OTHER PROPRIETARY ASSETS (QUANTUMSPHERE, INC.) 17 SCHEDULE 2.10(A) – MATERIAL CONTRACTS (QUANTUMSPHERE, INC.) 18 SCHEDULE 2.10(C) – COMPLIANCE WITH MATERIAL CONTRACTS (QUANTUMSPHERE, INC.) 19 SCHEDULE 2.13 – N/A (QUANTUMSPHERE, INC.) 20 SCHEDULE 2.15(A) – BENEFIT PLANS (QUANTUMSPHERE, INC.) 21 SCHEDULE 2.15(C) – PAYMENTS TO EMPLOYEES (QUANTUMSPHERE, INC.) 22 SCHEDULE 2.16 – N/A 23 SCHEDULE 2.17 - INSURANCE (QUANTUMSPHERE, INC.) 24 SCHEDULE 2.21 – FILINGS (QUANTUMSPHERE, INC.) 27 SCHEDULE 3.3 – N/A 28 SCHEDULE 3.7 – N/A 29 SCHEDULE 3.8 - N/A 30 SCHEDULE 3.9 - N/A 31 SCHEDULE 3.11(A) - N/A 32 SCHEDULE 3.13 - N/A 33 SCHEDULE 3.14(B) - N/A 34 SCHEDULE 3.14(C) - N/A 35 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of November 15, 2013, by and among Way Cool Imports, Inc., a Nevada corporation (“Parent”); Way Cool Merger Sub, Inc., a corporation to be formed as a wholly-owned subsidiary of Parent (“Merger Sub”); and QuantumSphere, Inc., a California corporation (the “Company” and, together with Parent and Merger Sub, the “Parties”). The capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGER. This Amended and Restated Agreement and Plan of Merger (this “Agreement”) is being made and entered into as of October 2, 2023, by and among Dish Network Corporation, a Nevada corporation (“DISH”), EchoStar Corporation, a Nevada corporation (“EchoStar”), and EAV Corp., a Nevada corporation and a wholly owned direct subsidiary of EchoStar (“Merger Sub”). Certain capitalized terms used in this Agreement shall be as defined in Exhibit A hereto.
AGREEMENT AND PLAN OF MERGER. Simultaneously with the execution and delivery of this Agreement, Merger Sub and the Company have executed and delivered the Merger Agreement, a true, complete and correct copy of which is attached hereto and incorporated herein as Schedule 2.1. The Boards of Directors of each of Merger Sub and the Company have approved the Merger Agreement and the Merger thereby contemplated. The Company, as the sole shareholder of Merger Sub, has adopted the Merger Agreement and approved the Merger, and the Merger Agreement has been submitted to the shareholder of the Company for their adoption and approval by unanimous written consent, all in accordance with the requirements of the OGCL. Consent solicitation materials distributed to the Company’s shareholders, copies of which shall be provided to the Investors, shall also function as notice of a special meeting of the Company’s shareholders to adopt the Merger Agreement and approve the Merger to be convened if unanimous shareholder consent cannot be obtained.
