Common Contracts
2 similar Agreement and Plan of Merger contracts by CBD Energy LTD, Westinghouse Solar, Inc.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 9th, 2013 • CBD Energy LTD • Semiconductors & related devices • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 7, 2012 (the “Signing Date”), between Westinghouse Solar, Inc., a Delaware corporation (the “Company”), on the one hand, and CBD Energy Limited, an Australian corporation (the “Parent”), and CBD-WS Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub” and, collectively with the Parent, the “Buyer Entities”; the Buyer Entities and the Company, collectively, the “Parties”), on the other hand.
AGREEMENT AND PLAN OF MERGER between WESTINGHOUSE SOLAR, INC., CBD ENERGY LIMITED, and CBD-WS MERGER SUB, INC. May 7, 2012Agreement and Plan of Merger • May 9th, 2012 • Westinghouse Solar, Inc. • Heating equipment, except electric & warm air furnaces • Delaware
Page Article 1 THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 Effective Time 1 Section 1.3 Closing 1 Section 1.4 Certificate of Incorporation; Bylaws 1 Section 1.5 Directors and Officers of the Surviving Corporation; Directors of Parent 1 Section 1.6 Parent Board 1 Article 2 EFFECT ON SECURITIES 2 Section 2.1 Company Capital Stock 2 Section 2.2 Effect on Company Options and Company Warrants 2 Section 2.3 Effect on Merger Sub Stock 2 Article 3 MERGER CONSIDERATION 3 Section 3.1 Provision of Merger Consideration 3 Section 3.2 Stock Transfer Books 4 Article 4 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 5 Section 4.1 Organization 5 Section 4.2 Capitalization 5 Section 4.3 Authorization; Validity of Agreement 6 Section 4.4 No Violations; Consents and Approvals 6 Section 4.5 SEC Reports and Company Financial Statements 6 Section 4.6 Absence of Certain Changes 7 Section 4.7 Absence of Undisclosed Liabilities 7 Section 4.8 Reserved 7 Section 4.9 Employee Benefit Plans; ERISA 7 Section 4.1
