Common Contracts

48 similar Agreement and Plan of Merger contracts by AMICAS, Inc., Dell Inc, King Pharmaceuticals Inc, others

AGREEMENT AND PLAN OF MERGER by and among HERTZ GLOBAL HOLDINGS, INC. HDTMS, INC. DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AUGUST 26, 2012
Agreement and Plan of Merger • August 27th, 2012 • Dollar Thrifty Automotive Group Inc • Services-auto rental & leasing (no drivers) • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 26, 2012, is by and among Hertz Global Holdings, Inc., a Delaware corporation (“Parent”), HDTMS, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Dollar Thrifty Automotive Group, Inc., a Delaware corporation (the “Company”).

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AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 24, 2011 BY AND AMONG CIGNA CORPORATION, CIGNA MAGNOLIA CORP. AND HEALTHSPRING, INC.
Agreement and Plan of Merger • October 27th, 2011 • HealthSpring, Inc. • Hospital & medical service plans • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of October 24, 2011 (this “Agreement”), by and among CIGNA CORPORATION, a Delaware corporation (“Parent”), CIGNA MAGNOLIA CORP., a newly formed Delaware corporation and an indirect, wholly-owned Subsidiary of Parent (“Merger Sub”), and HEALTHSPRING, INC., a Delaware corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER by and among SAGA GROUP LIMITED, AHL ACQUISITION CORP. and ALLIED HEALTHCARE INTERNATIONAL INC. Dated as of July 28, 2011
Agreement and Plan of Merger • August 1st, 2011 • Allied Healthcare International Inc • Services-home health care services • New York

AGREEMENT AND PLAN OF MERGER, dated as of July 28, 2011 (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”), by and among Saga Group Limited, a corporation organized under the laws of England and Wales (“Parent”), AHL Acquisition Corp., a New York corporation (“Acquisition Sub”), and Allied Healthcare International Inc., a New York corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER by and among BHP BILLITON LIMITED, BHP BILLITON PETROLEUM (NORTH AMERICA) INC., NORTH AMERICA HOLDINGS II INC. and PETROHAWK ENERGY CORPORATION Dated as of July 14, 2011
Agreement and Plan of Merger • July 15th, 2011 • BHP Billiton LTD • Metal mining • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of July 14, 2011 (this “Agreement”), among BHP Billiton Limited, a corporation organized under the laws of Victoria, Australia (the “Guarantor”), BHP Billiton Petroleum (North America) Inc., a Delaware corporation and wholly owned subsidiary of the Guarantor (“Parent”), North America Holdings II Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Petrohawk Energy Corporation, a Delaware corporation (the “Company,” and together with Parent and Merger Sub, the “Parties”).

AGREEMENT AND PLAN OF MERGER among EMS TECHNOLOGIES, INC., HONEYWELL INTERNATIONAL INC. and EGRET ACQUISITION CORP. Dated June 13, 2011
Agreement and Plan of Merger • June 13th, 2011 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • Georgia

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of June 13, 2011, among EMS Technologies, Inc., a Georgia corporation (the “Company”), Honeywell International Inc., a Delaware corporation (“Parent”), and Egret Acquisition Corp., a Georgia corporation and a wholly owned subsidiary of Parent (“Merger Sub”).

AGREEMENT AND PLAN OF MERGER among COLONEL HOLDINGS, INC., COLONEL MERGER SUB, INC. and CKX, INC. Dated as of May 10, 2011
Agreement and Plan of Merger • May 11th, 2011 • CKX, Inc. • Services-motion picture & video tape production • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 10, 2011, among Colonel Holdings, Inc., a Delaware corporation (“Parent”), Colonel Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and CKx, Inc., a Delaware corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER by and among KRATOS DEFENSE & SECURITY SOLUTIONS, INC., LANZA ACQUISITION CO. and HERLEY INDUSTRIES, INC. dated as of February 7, 2011
Agreement and Plan of Merger • February 8th, 2011 • Herley Industries Inc /New • Search, detection, navagation, guidance, aeronautical sys • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 7, 2011, is entered into by and among Kratos Defense & Security Solutions, Inc., a Delaware corporation (“Parent”), Lanza Acquisition Co., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub”), and Herley Industries, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1.1.

AGREEMENT AND PLAN OF MERGER dated February 6, 2011 among EMERGENT GROUP INC., UNIVERSAL HOSPITAL SERVICES, INC. and SUNRISE MERGER SUB, INC.
Agreement and Plan of Merger • February 7th, 2011 • Universal Hospital Services Inc • Services-miscellaneous equipment rental & leasing • Nevada

AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated February 6, 2011 among Emergent Group Inc., a Nevada corporation (the "Company"), Universal Hospital Services, Inc., a Delaware corporation ("Parent"), and Sunrise Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of Parent ("Merger Sub").

AGREEMENT AND PLAN OF MERGER dated February 6, 2011 among EMERGENT GROUP INC., UNIVERSAL HOSPITAL SERVICES, INC. and SUNRISE MERGER SUB, INC.
Agreement and Plan of Merger • February 7th, 2011 • Emergent Group Inc/Ny • Wholesale-misc durable goods • Nevada

AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated February 6, 2011 among Emergent Group Inc., a Nevada corporation (the "Company"), Universal Hospital Services, Inc., a Delaware corporation ("Parent"), and Sunrise Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of Parent ("Merger Sub").

AGREEMENT AND PLAN OF MERGER dated as of December 18, 2010, among RAYTHEON COMPANY, RN ACQUISITION COMPANY and APPLIED SIGNAL TECHNOLOGY, INC.
Agreement and Plan of Merger • December 20th, 2010 • Applied Signal Technology Inc • Communications equipment, nec • Delaware

This Agreement and Plan of Merger dated as of December 18, 2010 (this “Agreement”), by and among Raytheon Company, a Delaware corporation (“Parent”), RN Acquisition Company, a California corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Applied Signal Technology, Inc., a California corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER among THERMO FISHER SCIENTIFIC INC., WESTON D MERGER CO. and DIONEX CORPORATION Dated as of December 12, 2010
Agreement and Plan of Merger • December 16th, 2010 • Dionex Corp /De • Industrial instruments for measurement, display, and control • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of December 12, 2010 (this “Agreement”), among Thermo Fisher Scientific Inc., a Delaware corporation (“Parent”), Weston D Merger Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Dionex Corporation, a Delaware corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER among THERMO FISHER SCIENTIFIC INC., WESTON D MERGER CO. and DIONEX CORPORATION Dated as of December 12, 2010
Agreement and Plan of Merger • December 16th, 2010 • Thermo Fisher Scientific Inc. • Measuring & controlling devices, nec • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of December 12, 2010 (this “Agreement”), among Thermo Fisher Scientific Inc., a Delaware corporation (“Parent”), Weston D Merger Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Dionex Corporation, a Delaware corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER by and among FINN HOLDING CORPORATION, FINN MERGER CORPORATION and AMERICAN COMMERCIAL LINES INC. Dated as of October 18, 2010
Agreement and Plan of Merger • October 18th, 2010 • American Commercial Lines Inc. • Water transportation • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 18, 2010 by and among Finn Holding Corporation, a Delaware corporation (“Parent”), Finn Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and American Commercial Lines Inc., a Delaware corporation (the “Company”). Capitalized terms that are used in this Agreement and not otherwise defined shall have the respective meanings ascribed thereto in Article IX.

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • October 12th, 2010 • King Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 11, 2010 among Pfizer Inc., a Delaware corporation (“Parent”), King Pharmaceuticals, Inc., a Tennessee corporation (the “Company”), and Parker Tennessee Corp., a Tennessee corporation and a subsidiary of Parent owned directly by Parent and/or indirectly by Parent through one or more of its wholly-owned subsidiaries (“Merger Sub”).

AGREEMENT AND PLAN OF MERGER Dated as of September 17, 2010 by and among MICRO HOLDING CORP., MICRO ACQUISITION CORP. and INTERNET BRANDS, INC.
Agreement and Plan of Merger • September 22nd, 2010 • Internet Brands, Inc. • Services-business services, nec • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of September 17, 2010 (this "Agreement"), is entered into by and among Micro Holding Corp., a Delaware corporation ("Parent"), Micro Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent ("Merger Sub"), and Internet Brands, Inc., a Delaware corporation (the "Company").

AGREEMENT AND PLAN OF MERGER by and among HEWLETT-PACKARD COMPANY PRIAM ACQUISITION CORPORATION and ARCSIGHT, INC. Dated as of September 13, 2010
Agreement and Plan of Merger • September 13th, 2010 • ArcSight Inc • Services-prepackaged software • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 13, 2010 (the “Agreement Date”) by and among Hewlett-Packard Company, a Delaware corporation (“Parent”), Priam Acquisition Corporation, a Delaware corporation and a wholly-owned, direct or indirect, subsidiary of Parent (“Merger Sub”), and ArcSight, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I hereof.

AGREEMENT AND PLAN OF MERGER by and among DELL INC. DELL TRINITY HOLDINGS CORP. and 3PAR INC. Dated as of August 15, 2010
Agreement and Plan of Merger • August 20th, 2010 • Dell Inc • Electronic computers • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 15, 2010 by and among Dell Inc., a Delaware corporation (“Parent”), Dell Trinity Holdings Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition Sub”), and 3PAR Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.

AGREEMENT AND PLAN OF MERGER dated as of June 30, 2010, among THE BOEING COMPANY, VORTEX MERGER SUB, INC. and ARGON ST, INC.
Agreement and Plan of Merger • June 30th, 2010 • ARGON ST, Inc. • Measuring & controlling devices, nec • Delaware

This Agreement and Plan of Merger dated as of June 30, 2010 (this “Agreement”), by and among THE BOEING COMPANY, a Delaware corporation (“Parent”), VORTEX MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and ARGON ST, INC., a Delaware corporation (the “Company”).

Agreement and Plan of Merger by and among American Italian Pasta Company, Ralcorp Holdings, Inc. and Excelsior Acquisition Co. Dated as of June 20, 2010
Agreement and Plan of Merger • June 21st, 2010 • Ralcorp Holdings Inc /Mo • Grain mill products • Delaware

This Agreement and Plan of Merger (this “Agreement”), dated as of June 20, 2010, is by and among American Italian Pasta Company, a Delaware corporation (the “Company”), Ralcorp Holdings, Inc., a Missouri corporation (“Parent”), and Excelsior Acquisition Co., a Delaware corporation (“Merger Sub”).

AGREEMENT AND PLAN OF MERGER Dated as of March 9, 2010, among Abbott Laboratories, Amber Acquisition Inc. and Facet Biotech Corporation
Agreement and Plan of Merger • March 10th, 2010 • Facet Biotech Corp • Pharmaceutical preparations • Delaware

This AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of March 9, 2010 (the "Agreement Date"), is among Abbott Laboratories, an Illinois corporation ("Parent"), Amber Acquisition Inc., a Delaware corporation and a direct or indirect wholly owned Subsidiary of Parent ("Merger Sub"), and Facet Biotech Corporation, a Delaware corporation (the "Company").

AGREEMENT AND PLAN OF MERGER BY AND AMONG AMICAS, INC., MERGE HEALTHCARE INCORPORATED AND PROJECT READY CORP. Dated as of february 28, 2010
Agreement and Plan of Merger • March 9th, 2010 • AMICAS, Inc. • Services-prepackaged software • Delaware

THIS AGREEMENT AND PLAN OF MERGER (together with all annexes, letters, schedules and exhibits hereto, this “Agreement”), dated as of February 28, 2010, is by and among Merge Healthcare Incorporated, a Delaware corporation (“Parent”), Project Ready Corp., a Delaware corporation and wholly-owned direct subsidiary of Parent (“Merger Sub”), and AMICAS, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Article IX, and Article IX includes an index of all capitalized terms used in this Agreement.

AGREEMENT AND PLAN OF MERGER among TRUSTCO HOLDINGS, INC., TRUSTCO MINNESOTA, INC. and HEALTH FITNESS CORPORATION Dated as of January 20, 2010
Agreement and Plan of Merger • January 26th, 2010 • Trustco Holdings, Inc. • Services-amusement & recreation services • Minnesota

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 20, 2010, is by and among Trustco Holdings, Inc., a Delaware corporation (“Parent”), Trustco Minnesota, Inc., a Minnesota corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and Health Fitness Corporation, a Minnesota corporation (the “Company”).

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AGREEMENT AND PLAN OF MERGER among TRUSTCO HOLDINGS, INC., TRUSTCO MINNESOTA, INC. and HEALTH FITNESS CORPORATION Dated as of January 20, 2010
Agreement and Plan of Merger • January 21st, 2010 • Health Fitness Corp /MN/ • Services-amusement & recreation services • Minnesota

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 20, 2010, is by and among Trustco Holdings, Inc., a Delaware corporation (“Parent”), Trustco Minnesota, Inc., a Minnesota corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and Health Fitness Corporation, a Minnesota corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER BY AND AMONG AMICAS, INC., PROJECT ALTA MERGER CORP. AND PROJECT ALTA HOLDINGS CORP. Dated as of December 24, 2009
Agreement and Plan of Merger • December 28th, 2009 • AMICAS, Inc. • Services-prepackaged software • Delaware

THIS AGREEMENT AND PLAN OF MERGER (together with all annexes, letters, schedules and exhibits hereto, this “Agreement”), dated as of December 24, 2009, is by and among Project Alta Holdings Corp., a Delaware corporation (“Parent”), Project Alta Merger Corp., a Delaware corporation and wholly-owned direct subsidiary of Parent (“Merger Sub”), and AMICAS, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Article IX, and Article IX includes an index of all capitalized terms used in this Agreement.

AGREEMENT AND PLAN OF MERGER among KIMBERLY-CLARK CORPORATION, BOXER ACQUISITION, INC. and I-FLOW CORPORATION Dated as of October 8, 2009
Agreement and Plan of Merger • October 19th, 2009 • Kimberly Clark Corp • Converted paper & paperboard prods (no contaners/boxes) • Delaware
AGREEMENT AND PLAN OF MERGER among KIMBERLY-CLARK CORPORATION, BOXER ACQUISITION, INC. and I-FLOW CORPORATION Dated as of October 8, 2009
Agreement and Plan of Merger • October 9th, 2009 • I Flow Corp /De/ • Surgical & medical instruments & apparatus • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 8, 2009, is by and among KIMBERLY-CLARK CORPORATION, a Delaware corporation (“Parent”), BOXER ACQUISITION, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and I-FLOW CORPORATION, a Delaware corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER by and between DELL INC., DII — HOLDINGS INC. and PEROT SYSTEMS CORPORATION September 20, 2009
Agreement and Plan of Merger • September 21st, 2009 • Dell Inc • Electronic computers • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of September 20, 2009 by and among Dell Inc., a Delaware corporation (“Parent”), DII — Holdings Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Parent (“Merger Sub”), and Perot Systems Corporation, a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to herein as a “Party” and collectively as the “Parties.” An index of terms defined in this Agreement is set forth on Annex A attached hereto.

AGREEMENT AND PLAN OF MERGER DATED AS OF SEPTEMBER 3, 2009 AMONG DAINIPPON SUMITOMO PHARMA CO., LTD., APTIOM, INC. AND SEPRACOR INC.
Agreement and Plan of Merger • September 3rd, 2009 • Sepracor Inc /De/ • Pharmaceutical preparations • Delaware

Agreement and Plan of Merger (this "Agreement"), dated as of September 3, 2009, among Dainippon Sumitomo Pharma Co., Ltd., a company formed under the laws of Japan ("Parent"), Aptiom, Inc., a Delaware corporation and indirect wholly-owned subsidiary of Parent ("Merger Sub"), and Sepracor Inc., a Delaware corporation (the "Company"). Capitalized terms not otherwise defined herein shall have the meaning set forth in Exhibit A attached hereto.

AGREEMENT AND PLAN OF MERGER BY AND AMONG NETAPP, INC. KENTUCKY MERGER SUB ONE CORPORATION DERBY MERGER SUB TWO LLC AND DATA DOMAIN, INC. Dated as of May 20, 2009
Agreement and Plan of Merger • May 21st, 2009 • NetApp, Inc. • Computer storage devices • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 20, 2009 by and among NetApp, Inc., a Delaware corporation (“Parent”), Kentucky Merger Sub One Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub One”), Derby Merger Sub Two LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (“Merger Sub Two” and together with Merger Sub One, the “Merger Subs”), and Data Domain, Inc., a Delaware corporation (the “Company”). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in Article I.

AGREEMENT AND PLAN OF MERGER by and among TRINET GROUP, INC., GIN ACQUISITION, INC. and GEVITY HR, INC. Dated as of March 4, 2009
Agreement and Plan of Merger • March 6th, 2009 • Gevity Hr Inc • Services-management services • Florida

AGREEMENT AND PLAN OF MERGER, dated as of March 4, 2009 (this “Agreement”), by and among TriNet Group, Inc., a Delaware corporation (“Parent”), Gin Acquisition, Inc., a Florida corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Gevity HR, Inc., a Florida corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER BY AND AMONG TD AMERITRADE HOLDING CORPORATION TANGO ACQUISITION CORPORATION ONE TANGO ACQUISITION CORPORATION TWO AND THINKORSWIM GROUP INC. Dated as of January 8, 2009
Agreement and Plan of Merger • January 14th, 2009 • Td Ameritrade Holding Corp • Security brokers, dealers & flotation companies • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 8, 2009 by and among TD AMERITRADE Holding Corporation, a Delaware corporation (“Parent”), Tango Acquisition Corporation One, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub One”), Tango Acquisition Corporation Two, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub Two” and together with Merger Sub One, the “Merger Subs”), and thinkorswim Group Inc., a Delaware corporation (the “Company”). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in Article I.

AGREEMENT AND PLAN OF MERGER dated as of November 23, 2008, among KING PHARMACEUTICALS, INC., ALBERT ACQUISITION CORP. and ALPHARMA INC.
Agreement and Plan of Merger • November 24th, 2008 • Alpharma Inc • Pharmaceutical preparations • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of November 23, 2008, among KING PHARMACEUTICALS, INC., a Tennessee corporation (“Parent”), ALBERT ACQUISITION CORP., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and ALPHARMA INC., a Delaware corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER dated as of November 23, 2008, among KING PHARMACEUTICALS, INC., ALBERT ACQUISITION CORP. and ALPHARMA INC.
Agreement and Plan of Merger • November 24th, 2008 • King Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of November 23, 2008, among KING PHARMACEUTICALS, INC., a Tennessee corporation (“Parent”), ALBERT ACQUISITION CORP., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and ALPHARMA INC., a Delaware corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER Dated as of August 29, 2008 by and among Microsoft Corporation, Crisp Acquisition Corporation and Greenfield Online, Inc.
Agreement and Plan of Merger • August 29th, 2008 • Greenfield Online Inc • Services-business services, nec • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 29, 2008, by and among Microsoft Corporation, a Washington corporation (“Parent”), Crisp Acquisition Corporation, a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”), and Greenfield Online, Inc., a Delaware corporation (the “Company”).

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER Dated as of June 29, 2008 by and among L-1 IDENTITY SOLUTIONS, INC. DOLOMITE ACQUISITION CO. and DIGIMARC CORPORATION
Agreement and Plan of Merger • July 3rd, 2008 • Digimarc Corp • Services-computer integrated systems design • Delaware

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of June 29, 2008 (this “Agreement”), is by and among L-1 IDENTITY SOLUTIONS, INC., a Delaware corporation (“Parent”), DOLOMITE ACQUISITION CO., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”), and DIGIMARC CORPORATION, a Delaware corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 9.11.

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