AGREEMENT AND PLAN OF MERGER Sample Clauses

AGREEMENT AND PLAN OF MERGER. AGREEMENT AND PLAN OF MERGER (hereinafter called this "Agreement"), dated as of March 2, 1997, among MaxServ, Inc., a Delaware corporation (the "Company"), Max Acquisition Delaware Inc., a Delaware corporation (the "Purchaser"), and Sears, Roebuck and Co., a New York corporation (the "Parent"). WHEREAS, on February 4, 1997, Parent and Purchaser commenced a tender offer to purchase all outstanding shares of common stock, par value $0.01 per share (the "Shares") of the Company for a purchase price of $7.00 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 4, 1997 (the "Offer to Purchase") of Purchaser and the related Letter of Transmittal (collectively, the "Initial Offer"), which are filed as exhibits to each of (a) the Tender Offer Statement on Schedule 14D-1 filed by Parent and Purchaser (together with all supplements or amendments thereto, the "Schedule 14D-1") and (b) the Transaction Statement on Schedule 13E-3 filed by Parent and Purchaser (together with all supplements or amendments thereto, the "Schedule 13E-3") in respect of the Initial Offer with the Securities and Exchange Commission (the "SEC") on February 4, 1997; WHEREAS, on February 18, 1997, the Special Committee (the "Special Committee") of the Board of Directors of the Company (the "Company Board") filed a Solicitation/Recommendation Statement on Schedule 14D-9 on behalf of the Company (together with all supplements or amendments thereto, the "Schedule 14D- 9") in which it recommended the Company's stockholders reject the Initial Offer; WHEREAS, the Boards of Directors of Purchaser and, on the recommendation of the Special Committee and, following approval of the disinterested directors of the Company Board, the Company, each have determined that it is in the best interests of their respective companies and stockholders for Parent to acquire the Company upon the terms and conditions set forth herein; WHEREAS, promptly following the execution hereof, Parent and Purchaser will file with the SEC an amendment to the Schedule 14D-1 which reflects the Amendments, and the Special Committee will file an amendment to the Schedule 14D-9 in which it recommends to the Company's stockholders that they accept the Offer; WHEREAS, the Company, the Parent and the Purchaser desire to make certain representations, warranties and agreements in connection with this Agreement; WHEREAS, to complete the acq...
AGREEMENT AND PLAN OF MERGER. This AGREEMENT AND PLAN OF MERGER (this "Agreement") is dated as of August 1, 2005, by and between New York Community Bancorp, Inc., a Delaware corporation ("NYB"), and Long Island Financial Corp., a Delaware corporation ("LIFC"). RECITALS WHEREAS, the Board of Directors of each of NYB and LIFC (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of their respective companies and stockholders and (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with and in furtherance of their respective business strategies, and (iii) has adopted a resolution approving this Agreement and declaring its advisability; and WHEREAS, in accordance with the terms of this Agreement, LIFC will merge with and into NYB (the "Merger"); and WHEREAS, as a condition to the willingness of NYB to enter into this Agreement, each director and executive officer of LIFC has entered into a Voting Agreement, substantially in the form of Exhibit A hereto, dated as of the date hereof, with NYB (the "Voting Agreement"), pursuant to which each such director and executive officer has agreed, among other things, to vote all shares of common stock of LIFC owned by such person in favor of the approval of this Agreement and the transactions contemplated hereby, upon the terms and subject to the conditions set forth in such Voting Agreements; WHEREAS, the parties intend the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and that this Agreement be and is hereby adopted as a "plan of reorganization" within the meaning of Sections 354 and 361 of the Code; and WHEREAS, the parties desire to make certain representations, warranties and agreements in connection with the business transactions described in this Agreement and to prescribe certain conditions thereto. NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I CERTAIN DEFINITIONS
AGREEMENT AND PLAN OF MERGER. AGREEMENT AND PLAN OF MERGER ("Agreement"), dated as of January 15, 1998, among SportsLine USA, Inc., a Delaware corporation ("SportsLine"), GolfWeb.Com, Inc., a Delaware corporation and a wholly owned subsidiary of SportsLine ("Merger Sub" and together with SportsLine sometimes hereinafter referred to as the "SportsLine Companies"), and GolfWeb, a California corporation ("GolfWeb"). Certain other capitalized terms used herein and not otherwise defined shall have the meanings as set forth in Article IX hereof. WHEREAS, SportsLine has organized Merger Sub as a wholly owned subsidiary under the Deleware General Corporation Law (the "Delaware Code") for the purpose of merging Merger Sub with and into GolfWeb pursuant to the applicable provisions of the California General Corporation Law (the "California Code") and the Delaware Code (the "Merger") so that GolfWeb will continue as the surviving corporation of the Merger and will become a wholly owned subsidiary of SportsLine; WHEREAS, the respective Boards of Directors of SportsLine, Merger Sub and GolfWeb have approved the Merger and the terms and conditions of this Agreement and have determined that the Merger is in the best interests of their respective shareholders; WHEREAS, the Merger has been approved by the written consent of a sufficient number of shareholders of GolfWeb under the California Code, but is subject to satisfaction of certain other conditions described in this Agreement; and WHEREAS, for accounting purposes it is intended that the Merger shall be qualify as a pooling of interests business combination, and for federal income tax purposes it is intended that the Merger shall qualify as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"); NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained herein, the parties hereto hereby agree as follows:
AGREEMENT AND PLAN OF MERGER. AGREEMENT AND PLAN OF MERGER (the "AGREEMENT") dated as of August 27, 1999, by and among VIATEL, INC., a Delaware corporation ("PARENT"), VIATEL ACQUISITION CORP., a Delaware corporation and a direct wholly-owned Subsidiary of Parent (the "PARENT SUBSIDIARY"), and DESTIA COMMUNICATIONS, INC., a Delaware corporation (the "COMPANY"). Parent, the Parent Subsidiary and the Company are referred to collectively herein as the "PARTIES." WITNESSETH: WHEREAS, this Agreement contemplates a transaction in which Parent will acquire all of the outstanding capital stock of the Company through a merger of the Parent Subsidiary with and into the Company; WHEREAS, the Board of Directors of each of Parent, the Parent Subsidiary and the Company has approved the acquisition of the Company by Parent, including the merger of the Parent Subsidiary with and into the Company (the "MERGER"), upon the terms and subject to the conditions set forth herein; WHEREAS, the Board of Directors of the Company has determined that the Merger is advisable and is fair to and in the best interests of the holders of the Company's voting common stock, par value $.01 per share (the "VOTING SHARES"), and the holders of the Company's non-voting common stock, par value $.01 per share (the "NONVOTING SHARES"), and together with the Voting Shares (the "COMPANY SHARES"), and has resolved to recommend the approval of the Merger and the adoption of this Agreement by the Company Stockholders (as defined in ss.1 below); WHEREAS, the Board of Directors of Parent has determined that the Merger is advisable and is fair to and in the best interests of the holders of Parent's common stock, par value $0.01 per share (the "PARENT SHARES"); WHEREAS, the Parent Shares are listed for trading on the Nasdaq National Market ("NASDAQ") and the Board of Directors of the Parent has resolved to recommend the approval of the issuance of Parent Shares in connection with the Merger as provided in this Agreement by the Parent Stockholders (as defined in ss.1 below) as required by the rules of Nasdaq and, if necessary, approval of an amendment to the certificate of incorporation of Parent by the Parent Stockholders to increase the authorized number of Parent Shares; WHEREAS, to induce Parent and the Parent Subsidiary to enter into this Agreement, Parent, the Parent Subsidiary and the Company have entered into a Stockholder Agreement (each a "STOCKHOLDER AGREEMENT") with each of Alfred West, Steven West, Gary Bondi and PG Investors...
AGREEMENT AND PLAN OF MERGER. AGREEMENT AND PLAN OF MERGER (hereinafter called this "Agreement"), dated as of November 12, 2000, among ADAC Laboratories, a California corporation (the "Company"), Philips Holding USA Inc., a Delaware corporation ("Parent"), and Academy Acquisition Company, a Delaware corporation and a wholly-owned subsidiary of Parent that is to be renamed Philips Medical Acquisition Corporation ("Merger Sub"), the Company and Merger Sub sometimes being hereinafter collectively referred to as the "Constituent Corporations." RECITALS WHEREAS, the Boards of Directors of Parent and the Company each have unanimously adopted this Agreement and approved the Offer (as defined herein) and the Merger (as defined herein) and determined that it is in the best interests of their respective companies and shareholders for Parent to acquire the Company upon the terms and subject to the conditions set forth herein; WHEREAS, as a condition to the willingness of Parent and Merger Sub to enter into this Agreement, Parent and Merger Sub have required that the Company agree, and in order to induce Parent and Merger Sub to enter into this Agreement, the Company has agreed, to grant to Merger Sub an option to purchase Shares (as defined herein) upon the terms and subject to the conditions of the Stock Option Agreement, of even date herewith, among the Company, Parent and Merger Sub (the "Stock Option Agreement"); and WHEREAS, the Company, Parent and Merger Sub desire to make certain representations, warranties, covenants and agreements in connection with this Agreement. NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements contained herein, the parties hereto hereby agree as follows:
AGREEMENT AND PLAN OF MERGER. AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of April __, 2005, by and among Superior Energy LLC, a Delaware Limited Liability Company ("Superior Energy LLC"); MOUNTAINS WEST EXPLORATION, INC., a New Mexico corporation ("MWEX"); MWEX (as defined in Article I) and MW Co, a Colorado corporation (the "Purchaser"). W I T N E S S E T H: Preamble The respective Boards of Directors of Superior, MWEX and Purchaser are of the opinion that the transactions described herein are in the best interests of the parties to this Agreement and their respective stockholders. This Agreement provides for the acquisition of Superior by MWEX pursuant to the merger of Purchaser with Superior. At the effective time of such merger, the outstanding shares of the capital stock of Superior shall be converted into the right to receive shares of the common stock of MWEX. As a result, the stockholders of Superior shall become stockholders of MWEX and Superior shall continue to conduct its business and operations as a wholly owned subsidiary of MWEX. The transactions described in this Agreement are subject to 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 Code. NOW, THEREFORE, in consideration of the above and the mutual warranties, representations, covenants, and agreements set forth herein, the parties agree as follows:
AGREEMENT AND PLAN OF MERGER. THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of August 19, 1998, by and between FLAG FINANCIAL CORPORATION ("FLAG"), a Georgia corporation located in LaGrange, Georgia, and HEART OF GEORGIA BANCSHARES, INC. ("HEART OF GEORGIA"), a Georgia corporation located in Mount Vernon, Georgia. Preamble -------- The respective Boards of Directors of HEART OF GEORGIA and FLAG are of the opinion that the transactions described herein are in the best interests of the Parties to this Agreement and their respective shareholders. This Agreement provides for the acquisition of HEART OF GEORGIA by FLAG, pursuant to the merger of HEART OF GEORGIA with and into FLAG. At the effective time of such merger, the outstanding shares of the capital stock of HEART OF GEORGIA shall be converted into the right to receive shares of the common stock of FLAG (except as provided herein). As a result, shareholders of HEART OF GEORGIA shall become shareholders of FLAG, and FLAG shall conduct the business and operations of HEART OF GEORGIA. The transactions described in this Agreement are subject to (a) approval of the shareholders of HEART OF GEORGIA, (b) approval of the Georgia Department of Banking and Finance, (c) approval of the Board of Governors of the Federal Reserve, and (d) 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, and, for accounting purposes, shall qualify for treatment as a pooling of interests. Certain terms used in this Agreement are defined in Section 11.1 hereof. NOW, THEREFORE, in consideration of the above and the mutual warranties, representations, covenants, and agreements set forth herein, the Parties agree as follows:
AGREEMENT AND PLAN OF MERGER. AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of May 27, 1999, among Invensys, plc, a United Kingdom public limited company ("Parent"), M Acquisition Corp., a Delaware corporation and indirect wholly-owned subsidiary of Parent ("Purchaser"), M Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Purchaser ("Merger Sub"), and Marcam Solutions, Inc., a Delaware corporation (the "Company"). RECITALS WHEREAS, the respective boards of directors of Parent, Purchaser and the Company each have determined that it is in the best interests of their respective companies and stockholders for Purchaser to acquire the Company upon the terms and subject to the conditions set forth herein; and WHEREAS, the parties hereto desire to make certain representations, warranties, covenants and agreements in connection with the transactions contemplated by this Agreement. NOW, THEREFORE, in consideration of the foregoing, and of the representations, warranties, covenants and agreements contained herein, the parties hereto hereby agree as follows:
AGREEMENT AND PLAN OF MERGER. THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is entered into as of the 8th day of December, 2000, by and among PBOC Holdings, Inc., a savings institution holding company organized under the laws of the State of Delaware (the "Holding Company"), FBOP Corporation, a bank and savings institution holding company organized under the laws of the State of Illinois ("FBOP") and FBOP Acquisition Company, a corporation organized under the laws of the State of Delaware ("Acquisition"). Holding Company and Acquisition are sometimes referred to herein as the "Constituent Corporations." W I T N E S S E T H: WHEREAS, Acquisition is a wholly-owned subsidiary of FBOP; and WHEREAS, the parties desire that Holding Company be acquired by Acquisition through the merger of Acquisition with and into Holding Company upon the terms and conditions contained herein and in accordance with applicable laws (the "Merger"); and WHEREAS, the Board of Directors of Holding Company deems the Merger to be advisable and in the best interests of Holding Company and its stockholders and has adopted resolutions approving this Agreement and directing that this Agreement be submitted for consideration at a meeting of its stockholders; and WHEREAS, the Boards of Directors of FBOP and Acquisition deem the Merger to be advisable and in the best interests of their respective stockholders and each has adopted resolutions approving this Agreement; and WHEREAS, following the execution and delivery of this Agreement, Peoples Bank of California, a federally-chartered stock savings institution and wholly-owned subsidiary of Holding Company (the "Savings Institution"), and California National Bank, a national banking institution and wholly-owned subsidiary of FBOP ("CNB," and sometimes referred to herein as the "Surviving Bank"), may enter into a Bank Agreement and Plan of Merger (the "Bank Merger Agreement") providing for the merger (the "Bank Merger"), of Savings Institution with and into CNB, with the Bank Merger to be consummated following the consummation of the Merger (the Merger and the Bank Merger and the transactions contemplated thereby are referred to herein as the "Transaction"); NOW, THEREFORE, for and in consideration of the premises and the mutual agreements, representations, warranties and covenants herein contained and in the Proxies, for the purpose of prescribing the terms and conditions of the Merger, the manner of converting the common stock, $0.01 par value per share, of Holding C...
AGREEMENT AND PLAN OF MERGER. THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of the 17th day of March, 2000, by and among PowerSpring, Inc., a Delaware corporation ("Purchaser"), MERC Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Purchaser ("Merger Sub"), Mercator Energy Incorporated, a Colorado corporation (the "Company"), and John A. Harpole, a Colorado resident ("Seller"). Merger Sub and the Company are sometimes referred to herein, each individually, as a "Constituent Party", and both collectively, as the "Constituent Parties." W I T N E S S E T H: - - - - - - - - - - WHEREAS, Seller is the sole record and beneficial owner of all the outstanding shares of capital stock of the Company; and WHEREAS, Seller has approved the merger of Merger Sub with and into the Company, with the Company being the surviving corporation in the Merger (the "Merger"), in accordance with the terms hereof; and WHEREAS, the Board of Directors of each of the constituent corporations deem advisable and in the best interests of each and of its respective stockholders, and have adopted and approved, the Merger of Merger Sub with and into the Company, in accordance with the terms hereof; and WHEREAS, the parties hereto intend to effect the Merger in accordance with the provisions of the General Corporation Law of the State of Delaware (the "DGCL") and the Colorado Business Corporation Act (the "CBCA"); NOW, THEREFORE, in consideration of the premises and of the mutual covenants, agreements, representations and warranties set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: