Agreement And Plan Of Amalgamation Sample Contracts

Fifth Amendment to Agreement and Plan of Amalgamation (July 16th, 2015)

This Fifth Amendment to the Agreement and Plan of Amalgamation, is made and entered into as of July 15, 2015 (this "Amendment"), by and between AXIS Capital Holdings Limited, a Bermuda exempted company ("Axis") and PartnerRe Ltd., a Bermuda exempted company ("PRE" and, together with Axis, the "parties").

Fifth Amendment to Agreement and Plan of Amalgamation (July 16th, 2015)

This Fifth Amendment to the Agreement and Plan of Amalgamation, is made and entered into as of July 15, 2015 (this Amendment), by and between AXIS Capital Holdings Limited, a Bermuda exempted company (Axis) and PartnerRe Ltd., a Bermuda exempted company (PRE and, together with Axis, the parties).

Fourth Amendment to Agreement and Plan of Amalgamation (May 7th, 2015)

This Fourth Amendment to the Agreement and Plan of Amalgamation, is made and entered into as of May 3, 2015 (this Amendment), by and between AXIS Capital Holdings Limited, a Bermuda exempted company (Axis) and PartnerRe Ltd., a Bermuda exempted company (PRE and, together with Axis, the parties).

Fourth Amendment to Agreement and Plan of Amalgamation (May 6th, 2015)

This Fourth Amendment to the Agreement and Plan of Amalgamation, is made and entered into as of May 3, 2015 (this "Amendment"), by and between AXIS Capital Holdings Limited, a Bermuda exempted company ("Axis") and PartnerRe Ltd., a Bermuda exempted company ("PRE" and, together with Axis, the "parties").

Third Amendment to Agreement and Plan of Amalgamation (April 1st, 2015)

This Third Amendment to the Agreement and Plan of Amalgamation, is made and entered into as of March 31, 2015 (this Amendment), by and between AXIS Capital Holdings Limited, a Bermuda exempted company (Axis) and PartnerRe Ltd., a Bermuda exempted company (PRE and, together with Axis, the parties).

Third Amendment to Agreement and Plan of Amalgamation (April 1st, 2015)

This Third Amendment to the Agreement and Plan of Amalgamation, is made and entered into as of March 31, 2015 (this "Amendment"), by and between AXIS Capital Holdings Limited, a Bermuda exempted company ("Axis") and PartnerRe Ltd., a Bermuda exempted company ("PRE" and, together with Axis, the "parties").

Second Amendment to Agreement and Plan of Amalgamation (March 11th, 2015)

This Second Amendment to the Agreement and Plan of Amalgamation, is made and entered into as of March 10, 2015 (this "Amendment"), by and between AXIS Capital Holdings Limited, a Bermuda exempted company ("Axis") and PartnerRe Ltd., a Bermuda exempted company ("PRE" and, together with Axis, the "parties").

Second Amendment to Agreement and Plan of Amalgamation (March 11th, 2015)

This Second Amendment to the Agreement and Plan of Amalgamation, is made and entered into as of March 10, 2015 (this Amendment), by and between AXIS Capital Holdings Limited, a Bermuda exempted company (Axis) and PartnerRe Ltd., a Bermuda exempted company (PRE and, together with Axis, the parties).

First Amendment to Agreement and Plan of Amalgamation (February 17th, 2015)
First Amendment to Agreement and Plan of Amalgamation (February 17th, 2015)

This First Amendment to the Agreement and Plan of Amalgamation, is made and entered into as of February 17, 2015 (this Amendment), by and between Axis Capital Holdings Limited, a Bermuda exempted company (Axis) and PartnerRe Ltd., a Bermuda exempted company (PRE and, together with Axis, the parties).

Agreement and Plan of Amalgamation (January 29th, 2015)

This Agreement and Plan of Amalgamation (this "Agreement") is made and entered into as of January 25, 2015, by and between Axis Capital Holdings Limited, a Bermuda exempted company ("Axis") and PartnerRe Ltd., a Bermuda exempted company ("PRE" and, together with Axis, the "parties").

AGREEMENT AND PLAN OF AMALGAMATION BY AND BETWEEN AXIS CAPITAL HOLDINGS LIMITED AND PARTNERRE LTD. Dated as of January 25, 2015 (January 29th, 2015)

This Agreement and Plan of Amalgamation (this Agreement) is made and entered into as of January 25, 2015, by and between Axis Capital Holdings Limited, a Bermuda exempted company (Axis) and PartnerRe Ltd., a Bermuda exempted company (PRE and, together with Axis, the parties).

SeaCube Container Leasing Ltd. – AGREEMENT AND PLAN OF AMALGAMATION by and Among 2357575 ONTARIO LIMITED, SC ACQUISITIONCO LTD. And SEACUBE CONTAINER LEASING LTD. Dated as of January 18, 2013 (January 23rd, 2013)

AGREEMENT AND PLAN OF AMALGAMATION, dated as of January 18, 2013 (this Agreement), by and among 2357575 Ontario Limited, an Ontario, Canada corporation (Parent), SC Acquisitionco Ltd., a Bermuda exempted company and a subsidiary of Parent (Acquisition Sub), and SeaCube Container Leasing Ltd., a Bermuda exempted company (the Company). Certain capitalized terms used in this Agreement have the respective meanings specified in Section 8.1.

AGREEMENT AND PLAN OF AMALGAMATION Among LEVEL 3 COMMUNICATIONS, INC., APOLLO AMALGAMATION SUB, LTD. And GLOBAL CROSSING LIMITED Dated as of April 10, 2011 (April 14th, 2011)

AGREEMENT AND PLAN OF AMALGAMATION, dated as of April 10, 2011 (this Agreement), among LEVEL 3 COMMUNICATIONS, INC, a Delaware corporation (Parent), APOLLO AMALGAMATION SUB, LTD., a Bermuda exempted limited liability company and a direct Wholly Owned Subsidiary of Parent (Amalgamation Sub), and GLOBAL CROSSING LIMITED, a Bermuda exempted limited liability company (the Company).

AGREEMENT AND PLAN OF AMALGAMATION Among LEVEL 3 COMMUNICATIONS, INC., APOLLO AMALGAMATION SUB, LTD. And GLOBAL CROSSING LIMITED Dated as of April 10, 2011 (April 14th, 2011)

AGREEMENT AND PLAN OF AMALGAMATION, dated as of April 10, 2011 (this Agreement), among LEVEL 3 COMMUNICATIONS, INC, a Delaware corporation (Parent), APOLLO AMALGAMATION SUB, LTD., a Bermuda exempted limited liability company and a direct Wholly Owned Subsidiary of Parent (Amalgamation Sub), and GLOBAL CROSSING LIMITED, a Bermuda exempted limited liability company (the Company).

AGREEMENT AND PLAN OF AMALGAMATION Dated as of March 3, 2010 Among HARBOR POINT LIMITED, MAX CAPITAL GROUP LTD. And ALTERRA HOLDINGS LIMITED (March 4th, 2010)
IPC Holdings, Limited – AGREEMENT AND PLAN OF AMALGAMATION Dated as of July 9, 2009 Among IPC HOLDINGS, LTD., VALIDUS HOLDINGS, LTD. And VALIDUS LTD. (July 9th, 2009)

AGREEMENT AND PLAN OF AMALGAMATION, dated as of July 9, 2009 (this Agreement), among IPC HOLDINGS, LTD., a Bermuda exempted company (IPC), VALIDUS HOLDINGS, LTD., a Bermuda exempted company (Validus) and VALIDUS LTD., a Bermuda exempted company and a wholly owned subsidiary of Validus (Amalgamation Sub).

Validus Holdings, Ltd. – AGREEMENT AND PLAN OF AMALGAMATION Dated as of July 9, 2009 Among IPC HOLDINGS, LTD., VALIDUS HOLDINGS, LTD. And VALIDUS LTD. (July 9th, 2009)

AGREEMENT AND PLAN OF AMALGAMATION, dated as of July 9, 2009 (this Agreement), among IPC HOLDINGS, LTD., a Bermuda exempted company (IPC), VALIDUS HOLDINGS, LTD., a Bermuda exempted company (Validus) and VALIDUS LTD., a Bermuda exempted company and a wholly owned subsidiary of Validus (Amalgamation Sub).

Validus Holdings, Ltd. – SECOND AMENDMENT TO AGREEMENT AND PLAN OF AMALGAMATION Between IPC HOLDINGS, LTD., VALIDUS HOLDINGS, LTD., and VALIDUS LTD. Dated as of June 8, 2009 (June 8th, 2009)

AMENDMENT dated as of June 8, 2009 (this Amendment) to the Agreement and Plan of Amalgamation dated as of March 31, 2009 and amended by the amendment dated as of May 18, 2009 (as amended, the Agreement), between IPC HOLDINGS, LTD., a Bermuda exempted company (IPC), VALIDUS HOLDINGS, LTD., a Bermuda exempted company (Validus) and VALIDUS LTD., a Bermuda exempted company and a wholly owned subsidiary of Validus (Amalgamation Sub).

Validus Holdings, Ltd. – AMENDMENT TO AGREEMENT AND PLAN OF AMALGAMATION Between IPC HOLDINGS, LTD., VALIDUS HOLDINGS, LTD., and VALIDUS LTD. Dated as of MAY 18, 2009 (May 18th, 2009)

AMENDMENT dated as of May 18, 2009 (this Amendment) to the Agreement and Plan of Amalgamation dated as of March 31, 2009 (the Agreement), between IPC HOLDINGS, LTD., a Bermuda exempted company (IPC), VALIDUS HOLDINGS, LTD., a Bermuda exempted company (Validus) and VALIDUS LTD., a Bermuda exempted company and a wholly owned subsidiary of Validus (Amalgamation Sub).

Validus Holdings, Ltd. – AGREEMENT AND PLAN OF AMALGAMATION Dated as of March 31, 2009 Between IPC HOLDINGS, LTD., VALIDUS HOLDINGS, LTD. And VALIDUS LTD. (March 31st, 2009)

AGREEMENT AND PLAN OF AMALGAMATION, dated as of March 31, 2009 (this Agreement), between IPC HOLDINGS, LTD., a Bermuda exempted company (IPC), VALIDUS HOLDINGS, LTD., a Bermuda exempted company (Validus) and VALIDUS LTD., a Bermuda exempted company and a wholly owned subsidiary of Validus (Amalgamation Sub).

IPC Holdings, Limited – FIRST AMENDMENT TO AGREEMENT AND PLAN OF AMALGAMATION Between IPC HOLDINGS, LTD., IPC LIMITED and MAX CAPITAL GROUP LTD. Dated as of March 5, 2009 (March 10th, 2009)
FIRST AMENDMENT TO AGREEMENT AND PLAN OF AMALGAMATION Between IPC HOLDINGS, LTD., IPC LIMITED and MAX CAPITAL GROUP LTD. Dated as of March 5, 2009 (March 10th, 2009)

FIRST AMENDMENT dated as of March 5, 2009 (this Amendment) to the Agreement and Plan of Amalgamation dated as of March 1, 2009 (the Agreement), between IPC Holdings, Ltd., a Bermuda exempted company (IPC), IPC Limited, a Bermuda exempted company and a wholly-owned subsidiary of IPC (Amalgamation Sub) and Max Capital Group Ltd., a Bermuda exempted company (Max).

FIRST AMENDMENT TO AGREEMENT AND PLAN OF AMALGAMATION Between IPC HOLDINGS, LTD., IPC LIMITED and MAX CAPITAL GROUP LTD. Dated as of March 5, 2009 (March 10th, 2009)

FIRST AMENDMENT dated as of March 5, 2009 (this Amendment) to the Agreement and Plan of Amalgamation dated as of March 1, 2009 (the Agreement), between IPC Holdings, Ltd., a Bermuda exempted company (IPC), IPC Limited, a Bermuda exempted company and a wholly-owned subsidiary of IPC (Amalgamation Sub) and Max Capital Group Ltd., a Bermuda exempted company (Max).

AGREEMENT AND PLAN OF AMALGAMATION Dated as of March 1, 2009 Between IPC HOLDINGS, LTD., IPC LIMITED and MAX CAPITAL GROUP LTD. (March 2nd, 2009)

AGREEMENT AND PLAN OF AMALGAMATION, dated as of March 1, 2009 (this Agreement), between IPC HOLDINGS, LTD., a Bermuda exempted company (IPC), IPC LIMITED, a Bermuda exempted company and a wholly-owned subsidiary of IPC (Amalgamation Sub), and MAX CAPITAL GROUP LTD., a Bermuda exempted company (Max).

IPC Holdings, Limited – AGREEMENT AND PLAN OF AMALGAMATION Dated as of March 1, 2009 Between IPC HOLDINGS, LTD., IPC LIMITED and MAX CAPITAL GROUP LTD. (March 2nd, 2009)

AGREEMENT AND PLAN OF AMALGAMATION, dated as of March 1, 2009 (this Agreement), between IPC HOLDINGS, LTD., a Bermuda exempted company (IPC), IPC LIMITED, a Bermuda exempted company and a wholly-owned subsidiary of IPC (Amalgamation Sub), and MAX CAPITAL GROUP LTD., a Bermuda exempted company (Max).

Quanta Capital Holdings Ltd. – AGREEMENT AND PLAN OF AMALGAMATION Among CATALINA HOLDINGS (BERMUDA) LTD., CATALINA ALPHA LTD. And QUANTA CAPITAL HOLDINGS LTD. Dated as of May 29, 2008 (May 30th, 2008)

THIS AGREEMENT AND PLAN OF AMALGAMATION, dated as of May 29, 2008 (this Agreement), is among Catalina Holdings (Bermuda) Ltd., a Bermuda company (Parent), Catalina Alpha Ltd., a Bermuda company and a wholly-owned subsidiary of Parent (Amalgamation Sub), and Quanta Capital Holdings Ltd., a Bermuda company (the Company).

Agreement and Plan of Amalgamation by and Among S&g Company, Ltd., Daewon Semiconductor Packaging Industrial Co., Ltd., and Peak International Limited Dated as of March 26, 2008 (March 27th, 2008)

This AGREEMENT AND PLAN OF AMALGAMATION (the Agreement) is made and entered into as of March 26, 2008, by and between S&G Company, Ltd., a corporation organized and existing under the laws of the Republic of Korea (S&G), Daewon Semiconductor Packaging Industrial Co., Ltd., a corporation organized and existing under the laws of the Republic of Korea (Daewon), and Peak International Limited, a Bermuda exempted company (Peak). S&G will incorporate Merger Sub and cause Merger Sub (as defined in Section 5.1) to become a party to this Agreement in accordance with Section 5.1.

Tata Communications Ltd – AGREEMENT AND PLAN OF AMALGAMATION Among VIDESH SANCHAR N1GAM LIMITED VSNL TELECOMMUNICATIONS (BERMUDA) LTD. And TELEGLOBE INTERNATIONAL HOLDINGS LTD Dated as of July 25, 2005 (October 2nd, 2006)

AGREEMENT AND PLAN OF AMALGAMATION, dated as of July 25, 2005 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this Agreement), among VIDESH SANCHAR NIGAM LIMITED, an Indian Limited Company (Parent), TELEGLOBE INTERNATIONAL HOLDINGS LTD, a Bermuda exempted company having its registered office at Clarendon House, 2 Church Street, Hamilton, Bermuda (the Company), and VSNL TELECOMMUNICATIONS (BERMUDA) LTD., a Bermuda exempted company having its registered office at Canons Court, 22 Victoria Street, Hamilton HM 12, Bermuda and a direct wholly owned subsidiary of Parent (Amalgamation Sub).

Harbor Global Co Ltd – AGREEMENT AND PLAN OF AMALGAMATION by and Among HARBOR GLOBAL COMPANY LTD., ISVIAS TRADING LIMITED and NAMREDIPS LTD. Dated as of August 18, 2006 (August 18th, 2006)

AGREEMENT AND PLAN OF AMALGAMATION, dated as of August 18, 2006 (this Agreement), by and among Harbor Global Company Ltd., a Bermuda limited duration company (the Company), Isvias Trading Limited, a company incorporated under the laws of the Republic of Cyprus (Buyer), and Namredips Ltd., a Bermuda company and a wholly owned subsidiary of Buyer (Newco).

Agreement and Plan of Amalgamation (July 26th, 2006)

AGREEMENT AND PLAN OF AMALGAMATION (hereinafter called this Agreement), dated as of July 25, 2006, among Radica Games Limited, a Bermuda company (the Company), Mattel Foreign Holdings, Ltd., a Bermuda company (Parent), Mattel Enterprises, Ltd., a Bermuda company and a wholly-owned subsidiary of Parent (Amalgamation Sub), and solely with respect to Section 6.13, Mattel, Inc., a Delaware corporation (Mattel). Capitalized terms used herein have the meanings set forth in Annex A hereto.

New Skies Satellites Hldgs – Transaction Agreement and Plan of Amalgamation (December 15th, 2005)

THIS TRANSACTION AGREEMENT AND PLAN OF AMALGAMATION, dated as of December 14, 2005 (this "Agreement"), is between New Skies Satellites Holdings Ltd., a Bermuda company (the "Company"), SES Global S.A., a Luxembourg company ("Parent"), and SES Holdings (Bermuda) Limited, a Bermuda company and a wholly-owned subsidiary of Parent ("Amalgamation Sub" and, together with the Company and Parent, the "Parties").

Teleglobe Intl Holdings Ltd – AGREEMENT AND PLAN OF AMALGAMATION Among VIDESH SANCHAR NIGAM LIMITED VSNL TELECOMMUNICATIONS (BERMUDA) LTD. And TELEGLOBE INTERNATIONAL HOLDINGS LTD Dated as of July 25, 2005 (July 25th, 2005)

AGREEMENT AND PLAN OF AMALGAMATION, dated as of July 25, 2005 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this Agreement), among VIDESH SANCHAR NIGAM LIMITED, an Indian Limited Company (Parent), TELEGLOBE INTERNATIONAL HOLDINGS LTD, a Bermuda exempted company having its registered office at Clarendon House, 2 Church Street, Hamilton, Bermuda (the Company), and VSNL TELECOMMUNICATIONS (BERMUDA) LTD., a Bermuda exempted company having its registered office at Canons Court, 22 Victoria Street, Hamilton HM 12, Bermuda and a direct wholly owned subsidiary of Parent (Amalgamation Sub).

Osiris – Contract (December 23rd, 2004)

AGREEMENT AND PLAN OF AMALGAMATION AMONG THOMAS EQUIPMENT, INC. AND 4274458 CANADA, INC. AND PNEUTECH INC. Dated as of December 22, 2004 TABLE OF CONTENTS Section Page ARTICLE I THE AMALGAMATION.................................................. 1.1 The Amalgamation.................................................. ARTICLE II CLOSING AND TERMINATION.......................................... 2.1 Closing Date...................................................... 2.2 Termination of Agreement.......................................... 2.3 Procedure Upon Termination........................................ 2.4 Effect of Te

AGREEMENT AND PLAN OF AMALGAMATION by and Among: PALMSOURCE, INC., a Delaware Corporation; CUBS ACQUISITION SUB LLC, a Delaware Limited Liability Company; CHINA MOBILESOFT LTD., a Company Incorporated Under the Laws of Bermuda; MOBILESOFT TECHNOLOGY (NANJING) CORPORATION, LTD., a Company Incorporated Under the Laws of the Peoples Republic of China; ONE DEGREE CAPITAL CORP., a Company Organized Under the Laws of British Columbia, Canada, as the Shareholder Representative; JIPING WANG, an Individual; And DR. JOHN OSTREM, an Individual. Dated as of December 8, 2004 (December 14th, 2004)

This Agreement and Plan of Amalgamation (Agreement) is made and entered into as of December 8, 2004 by and among PalmSource, Inc., a Delaware corporation (Purchaser), Cubs Acquisition Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Purchaser (Amalgamation Sub), China MobileSoft Ltd., a company organized under the laws of Bermuda (the Company), MobileSoft Technology (Nanjing) Corporation, Ltd., a company organized under the laws of the Peoples Republic of China and wholly owned subsidiary of the Company (the Operating Company), One Degree Capital Corp., a company organized under the laws of British Columbia, Canada (the Shareholder Representative), solely for purposes of being and in its capacity as the Shareholder Representative; Jiping Wang, an individual, and Dr. John Ostrem, an individual (together with Jiping Wang, the Founders). Capitalized terms shall have the meanings set forth in Article I.