0001144204-19-000646 Sample Contracts

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • January 4th, 2019 • GTY Technology Holdings Inc. • Services-computer processing & data preparation • New York

This Amended and Restated Agreement and Plan of Merger (this “Agreement”) is entered into on December 28, 2018 by and among eCivis, Inc., a Delaware corporation (the “Company”), GTY Technology Holdings Inc., a Cayman Islands exempted company (“GTY”), GTY EC Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Kirk Fernandez, in his capacity as the eCivis Holders’ Representative pursuant to the designation in Section 10.17, and amends and restates in its entirety that certain Agreement and Plan of Merger, dated as of September 12, 2018 (the “Original Execution Date”, by and among the Company, GTY, Merger Sub and Kirk Fernandez (the “Original Merger Agreement”) as amended by the Amendment No. 1 to the Merger Agreement by and among the Company, GTY, Merger Sub and Kirk Fernandez (“Amendment No. 1”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Article 9 or as otherwise defined elsewhere in this Agreement unless the context clearly

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AMENDMENT NO. 2 TO UNIT PURCHASE AGREEMENT
Unit Purchase Agreement • January 4th, 2019 • GTY Technology Holdings Inc. • Services-computer processing & data preparation

This Amendment No. 2 (this “Amendment”) to that certain Unit Purchase Agreement (the “Purchase Agreement”), dated as of September 12, 2018, by and among Sherpa Government Solutions LLC, a Delaware limited liability company (the “Company”), GTY Technology Holdings Inc., a Cayman Islands exempted company (“GTY”), the Sherpa Holders and David Farrell, in his capacity as the Sherpa Holders’ Representative, is effective as of December 28, 2018. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Unit Purchase Agreement.

AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENT
Share Purchase Agreement • January 4th, 2019 • GTY Technology Holdings Inc. • Services-computer processing & data preparation
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • January 4th, 2019 • GTY Technology Holdings Inc. • Services-computer processing & data preparation

This Amendment No. 2 (this “Amendment”) to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 12, 2018 as amended on November 4, 2018, by and among CityBase, Inc., a Delaware corporation (the “Company”), GTY Technology Holdings Inc., a Cayman Islands exempted company (“GTY”), GTY Govtech, Inc. (f/k/a GTY Technology Holdings Inc.), a Massachusetts corporation (“Holdings”), GTY CB Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the CB Holders’ Representative, is effective as of December 28, 2018. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

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