INDEX OF EXHIBITS. Exhibit A Lease Agreement Exhibit B Option Agreement Exhibit C Bill xx Sale Exhibit D-1 Opinion of Counsel to Buyer Exhibit D-2(a) Opinion of Counsel to the Companies and the Shareholder Exhibit D-2(b) Opinion of Counsel to the Companies and the Shareholder Exhibit E Assumption Agreement Exhibit F Cleanup Escrow Agreement Exhibit G General Escrow Agreement Exhibit H Registration Rights Agreement Exhibit I Employment Agreements Schedule 1.1(k) Prepaid Expenses Schedule 1.2(c) Deferred Income Taxes Schedule 1.2(e) Insurance Policies Schedule 1.2(g) Other Excluded Assets Schedule 1.2(h) Shareholder Personal Property Schedule 4.1 Jurisdictions in which Qualified to do Business Schedule 4.5 Capitalization of the Companies; Shareholder Schedule 4.6 Violations; Conflicts; etc. Schedule 4.8 Subsidiaries Schedule 4.9 Financial Statements Schedule 4.10 Changes since the Current Balance Sheet Date Schedule 4.11 Liabilities Schedule 4.12 Litigation Schedule 4.13 Environmental Matters Schedule 4.14(a) Owned Premises Schedule 4.14(b) Leased Premises Schedule 4.14(c) Additional Locations Schedule 4.15 Title to and Condition of Assets Schedule 4.16 Compliance with Laws Schedule 4.17 Labor and Employment Matters Schedule 4.18 Employee Benefit Plans Schedule 4.19 Tax Matters Schedule 4.20 Insurance Schedule 4.21 Receivables Schedule 4.22 Licenses and Permits Schedule 4.23 Relationships with Customers and Suppliers Schedule 4.24 Intellectual Property Schedule 4.25 Purchased Contracts Schedule 4.27 Documents Not Prepared by Companies or Shareholder Schedule 4.30 Names Schedule 4.31 Commissions Schedule 4.33(a) Fixed Asset Schedule Schedule 4.33(b) Liability Schedule Schedule 5.5 SEC Filings and Financial Information Schedule 6.2 Negative Covenants Schedule 11.19(a) Remediation Plan ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "AGREEMENT") is entered into effective as of January 20, 1998, by and among Metal Management, Inc., a Delaware corporation ("MTLM"); AMI Acquisition Co., a Delaware corporation and a wholly-owned subsidiary of MTLM ("AMI" together with MTLM, "BUYER"); Aerospace Metals, Inc., a Connecticut corporation ("AEROSPACE"); Aerospace Parts Security, Inc., a Connecticut corporation ("SECURITY"); The Suisxxx Xxxanium Corporation, a Connecticut corporation and a wholly-owned subsidiary of Aerospace ("TITANIUM") (Aerospace, Security and Titanium are hereinafter sometimes referred to individually as a "COMPANY" and collectively as the "COMPANIES"); and...
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 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. 1. Exhibit 1 (Town Outlet Capacities). Para 2.
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-1 Form of Lock-Up Agreement (Sponsor, Affiliates and Other Parties) Exhibit A-2 Form of Lock-Up Agreement (Founder and Management) Exhibit A-3 Form of Lock-Up Agreement (Other Company Shareholders) Exhibit B Form of Letter Agreement Amendment Exhibit C Form of Company Shareholder Support Agreement Exhibit D Form of Sponsor Support Agreement Exhibit E Forms of Employment Agreements Exhibit F Form of Registration Rights Agreement Exhibit G Form of Surviving Company Memorandum and Articles of Association Exhibit H Form of Amended Purchaser Charter Exhibit I Form of Waiver and Release Exhibit J Form of Purchaser Equity Plan BUSINESS COMBINATION AGREEMENT This Business Combination Agreement (this “Agreement”) is made and entered into as of September 27, 2021 by and among TradeUp Global Corporation, a Cayman Islands exempted company incorporated with limited liability with company number 370735 (together with its successors, “Purchaser”), TGC Merger Sub, a Cayman Islands exempted company incorporated with limited liability with company number 380624 and a direct wholly owned subsidiary of Purchaser (“Merger Sub”) and SAITECH Limited, a Cayman Islands exempted company incorporated with limited liability with company number 371049 (the “Company”). Purchaser, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
INDEX OF EXHIBITS. Exhibit A-1 Form of Company Stockholder Agreement Exhibit A-2 Form of Parent Stockholder Agreement Exhibit B Form of Stockholder Lock-Up Agreement Exhibit C Form of Affiliate Agreement Exhibit D Form of Company Tax Representation Letter Exhibit E Form of Parent Tax Representation Letter This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION is made and entered into as of March 26, 2000, among OpenTV Corp., a British Virgin Islands corporation ("PARENT"), Sonnet Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("MERGER SUB"), and Spyglass, Inc., a Delaware corporation ("COMPANY").
INDEX OF EXHIBITS. Exhibit A - Form of Notice of Revolving Advance Exhibit B - Form of Certification Regarding Compliance with Financial Covenants Exhibit C - List of Real Property Collateral THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”), dated as of July 8, 2008, is by and among ML MACADAMIA ORCHARDS, L.P., a Delaware limited partnership, and ML RESOURCES, INC., a Hawaii corporation (collectively, “Borrower”), and AMERICAN AGCREDIT, PCA as successor in interest to PACIFIC COAST FARM CREDIT SERVICES, PCA, (“Lender”) with respect to the following facts:
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. 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.
