INDEX OF EXHIBITS. Exhibit A - Escrow Agreement Exhibit B-1 - Gxxxxxxxx Xxxx Employment Agreement Exhibit B-2 - Gxxxxxx Xxxx Employment Agreement Exhibit C - Opinion of Counsel to the Company and Sellers Exhibit D - Sellers’ Certificate Exhibit E-1 - GM Squared Acquisitions Lease Agreement Exhibit E-2 - Mana Associates Lease Agreement Exhibit F - Buyer’s Certificate INDEX OF SCHEDULES Schedule 1.3(b)(iii) Schedule of Sellers Schedule 3.1 Organization and Corporate Power Schedule 3.3 Capitalization Schedule 3.4 Subsidiaries; Investments Schedule 3.5 Absence of Conflicts; Consents Schedule 3.6 Financial Statements Schedule 3.7 Absence of Undisclosed Liabilities Schedule 3.8 Absence of Certain Developments Schedule 3.9(b) Leased Real Property Schedule 3.9(e) Personal Property Schedule 3.10 Accounts Receivable Schedule 3.12 Taxes Schedule 3.13 Contracts and Commitments Schedule 3.14 Intellectual Property Schedule 3.15 Litigation; Proceedings Schedule 3.16 Brokerage (Company and Sellers) Schedule 3.17 Governmental Licenses and Permits Schedule 3.18 Employees Schedule 3.19 Employee Benefit Plans Schedule 3.20 Insurance Schedule 3.21 Officers and Directors; Bank Accounts Schedule 3.22 Insider Transactions Schedule 3.23 Compliance with Laws Schedule 3.24 Environmental Matters Schedule 3.25 Product and Service Warranties Schedule 3.26 Products Liability; Recalls Schedule 3.27(a) Customers Schedule 3.27(b) Vendors Schedule 3.28 Indebtedness Schedule 3.29 No Acceleration of Rights or Benefits Schedule 3.30 Corporate Names and Locations Schedule 4.2 Absence of Conflicts (Sellers) Schedule 4.3 Brokerage (Sellers) Schedule 5.4 Consents (Buyer) Schedule 5.6 Brokerage (Buyer) Schedule 6.2(a) Indemnification Schedule 7.2 Allocation of ADSP STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (including all Schedules and Exhibits hereto, this “Agreement”) is made as of December 28, 2007, by and among All Points Industries, Inc., a Florida corporation (the “Company”), Gxxxxxxxx Xxxx and Gxxxxxx Xxxx, the sole stockholders of the Company (each a “Seller” and collectively the “Sellers”), and The Hxxxxxx Group, Inc., a Delaware corporation (“Buyer”). The Company, Sellers and Buyer are collectively referred to herein as the “Parties” and individually as a “Party.” Unless otherwise specified herein, capitalized terms used in this Agreement have the meanings set forth in Article VIII hereof. The authorized capital stock of the Company consists of 1,000 shares of common stock, without par value, of...
INDEX OF EXHIBITS. Exhibit Description Exhibit A Operating Agreement Exhibit B Escrow Agreement Exhibit C Form of Landlord Agreement Exhibit D Form of Landlord Consent and Acknowledgment
INDEX OF EXHIBITS. Exhibit Description Exhibit A Form of Lock-Up Agreement Exhibit B Form of Certificate of Incorporation of HoldCo Exhibit C Form of Bylaws of HoldCo Exhibit D Form of Certificate of Incorporation of Parent Surviving Corporation Exhibit E Form of Certificate of Incorporation of Surviving Corporation Exhibit F Form of Replacement Option Exhibit G Form of Replacement Warrant AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”), is entered into as of February 21, 2022, by and among Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Panbela Therapeutics, Inc., a Delaware corporation (“Parent”), Canary Merger Holdings, Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“HoldCo”), Canary Merger Subsidiary I, Inc., a Delaware corporation and a wholly-owned Subsidiary of HoldCo (“Merger Sub I”), Canary Merger Subsidiary II, Inc., a Delaware corporation and a wholly-owned Subsidiary of HoldCo (“Merger Sub II”, and together with Parent, HoldCo and Merger Sub I, the “Parent Entities”), and Fortis Advisors, LLC, a Delaware limited liability company, in its capacity as Stockholder Representative (“Stockholder Representative”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 9.01 hereof.
INDEX OF EXHIBITS. EXHIBIT DESCRIPTION ------- ----------- Exhibit A Form of Voting Agreement* Exhibit B-1 Form of Non-Competition Agreement* Exhibit B-2 Form of Non-Competition Agreement* Exhibit C Form of Certificate of Merger* Exhibit D Form of Standard Waiver of Vesting* Exhibit E Form of Affiliate Agreement* Exhibit F Form of Legal Opinion of Counsel of the Company* Exhibit G Form of CEO and CFO Certification* Exhibit H Form of Legal Opinion of Counsel of Parent* Exhibit I Form of Tax Representation Letter* SCHEDULES Disclosure Schedule of Rhapsody Networks, Inc.* Schedule 4.1 Conduct of the Business* Schedule 5.15 Vesting Waivers* Schedule 5.16 Affiliates to Sign Affiliate Agreements* Schedule 5.24 Persons to Sign Voting Agreements* Schedule 5.25 Persons to Sign Non-Competition Agreements* Schedule 6.2(b) Required Consents* Schedule 6.2(c) Termination of Agreements* Schedule 6.2(l) Rhapsody Employee Hiring Requirements* Annex A: Earn-Out Payment Conditions * A copy of these omitted schedules will be provided supplementally to the Commission upon request. THIS AGREEMENT AND PLAN OF REORGANIZATION (the "AGREEMENT") is made and entered into as of November 5, 2002 by and among Brocade Communications Systems, Inc., a Delaware corporation ("PARENT"), Maverick Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("SUB"), Rhapsody Networks, Inc., a Delaware corporation (the "COMPANY"), and, with respect to ARTICLE VII and ARTICLE IX hereof only, Xxxxxxx X. Xxxxx as stockholder representative (the "STOCKHOLDER REPRESENTATIVE"), and U.S. Bank, N.A. as escrow agent (the "ESCROW AGENT").
INDEX OF EXHIBITS. 1. Exhibit 1 (Town Outlet Capacities). Para 2.
INDEX OF EXHIBITS. Exhibit A-1 Form of Company Voting Agreement Exhibit A-2 Form of Parent Voting Agreement Exhibit B Form of Stock Option Agreement Exhibit C Form of Affiliate Agreement AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION is made and entered into as of April 5, 2000, among Peregrine Systems, Inc., a Delaware corporation ("PARENT"), Soda Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent ("MERGER SUB"), and Harbinger Corporation, a Georgia corporation ("COMPANY").
INDEX OF EXHIBITS. Exhibit A-1 Property Description Exhibit X-0 Xxxxxxx xx Xxxx Xxxxx Xxxx to be Discontinued Exhibit B Form of Town Quit-Claim Deed Exhibit C Form of Tax Fixing Agreement Exhibit D Master Plan Exhibit E Proposed Consolidation Areas Exhibit F Project Cost Report INDEX OF SCHEDULES Schedule 1 [Not Used] Schedule 2 Conceptual RAP Schedule 2A RAP Addendum Schedule 3 OPC Schedule 4 Additional Reserved Rights and Easements Schedule 5 Reasonable Fees and Expenses of the Town Advisors Schedule 6 General Insurance Requirements Schedule 7 Special Act THIS PROPERTY DISPOSITION AND DEVELOPMENT AGREEMENT is made and entered into as of the 19th day of April, 2017 and as amended by Amendment No. 1 dated as of the day of , 2022, by and between the TOWN OF PRESTON, a Connecticut municipal corporation (acting by and through the Preston Redevelopment Agency to the extent of its rights, powers and responsibilities under the PRA Ordinance and the Special Act (both as hereinafter defined) and other Applicable Laws), and the MOHEGAN TRIBAL GAMING AUTHORITY, a governmental instrumentality of the Mohegan Tribe of Indians of Connecticut. Capitalized words and terms used herein, including in the recitals which follow, have the respective meanings assigned to such words and terms in Article I below.
INDEX OF EXHIBITS. Exhibit 1.2.3 (a) Share purchase and transfer agreement regarding Xxxxxxxx Share
INDEX OF EXHIBITS. Exhibit A Computervision Stock Option Agreement Exhibit B Computervision Stockholder Voting Agreement Exhibit C Computervision Affiliate Agreement Exhibit D Form of Opinion of Xxxxxx & Dodge LLP Exhibit E Form of Opinion of Xxxx & Xxxx LLP Exhibit F Non-Competition Agreement AGREEMENT AND PLAN OF REORGANIZATION This AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") dated as of November 3, 1997 is by and among Parametric Technology Corporation ("Parametric"), a Massachusetts corporation, PTC Acquisition Corporation ("Merger Sub"), a Delaware corporation and a wholly-owned subsidiary of Parametric, and Computervision Corporation ("Computervision"), a Delaware corporation.
INDEX OF EXHIBITS. 55 AGREEMENT OF LIMITED PARTNERSHIP OF BEHRINGER HARVARD OPERATING PARTNERSHIP I LP JUNE 27, 2002
