Agreement and Plan of Amalgamation Sample Contracts

AMENDED AND RESTATED AGREEMENT AND PLAN OF AMALGAMATION
Agreement and Plan of Amalgamation • March 4th, 2005 • Thomas Equipment, Inc. • Services-computer integrated systems design • Ontario
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AGREEMENT AND PLAN OF AMALGAMATION BY AND BETWEEN AXIS CAPITAL HOLDINGS LIMITED AND PARTNERRE LTD. Dated as of January 25, 2015
Agreement and Plan of Amalgamation • January 29th, 2015 • Axis Capital Holdings LTD • Fire, marine & casualty insurance • New York

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”).

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AGREEMENT AND PLAN OF AMALGAMATION Dated as of July 9, 2009 Among IPC HOLDINGS, LTD., VALIDUS HOLDINGS, LTD. And VALIDUS LTD.
Agreement and Plan of Amalgamation • July 9th, 2009 • Validus Holdings LTD • Fire, marine & casualty insurance

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”).

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AGREEMENT AND PLAN OF AMALGAMATION Dated as of September 17, 2009 Among GENESIS LEASE LIMITED, AERCAP HOLDINGS N.V. and AERCAP INTERNATIONAL BERMUDA LIMITED
Agreement and Plan of Amalgamation • September 18th, 2009 • AerCap Holdings N.V. • Services-equipment rental & leasing, nec • New York

AGREEMENT AND PLAN OF AMALGAMATION, dated as of September 17, 2009 (this “Agreement”), among GENESIS LEASE LIMITED, a Bermuda exempted company (“Genesis”), AERCAP HOLDINGS N.V., a Netherlands public limited liability company (“AerCap”) and AERCAP INTERNATIONAL BERMUDA LIMITED, a Bermuda exempted company and a wholly-owned subsidiary of AerCap (“Amalgamation Sub”). Certain capitalized terms used herein have the meanings assigned to them in Section 9.13(a) or elsewhere in this Agreement as described in Section 9.13(b).

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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
Agreement and Plan of Amalgamation • October 2nd, 2006 • Videsh Sanchar Nigam LTD • Telephone communications (no radiotelephone)

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 Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda and a direct wholly owned subsidiary of Parent (“Amalgamation Sub”).

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AMENDED AND RESTATED AGREEMENT AND PLAN OF AMALGAMATION BY AND AMONG ENSTAR GROUP LIMITED, VERANDA HOLDINGS LTD., HUDSON SECURITYHOLDERS REPRESENTATIVE LLC (solely in its capacity as the Securityholders’ Representative), AND TORUS INSURANCE HOLDINGS...
Agreement and Plan of Amalgamation • April 29th, 2014 • Enstar Group LTD • Fire, marine & casualty insurance • New York

This AMENDED AND RESTATED AGREEMENT AND PLAN OF AMALGAMATION (this “Agreement”), dated as of March 11, 2014, is made by and among Enstar Group Limited, a Bermuda exempted company (“Parent”), Veranda Holdings Ltd., a Bermuda exempted company and an indirect subsidiary of Parent (“Amalgamation Sub”), Torus Insurance Holdings Limited, a Bermuda exempted company (the “Company”), and Hudson Securityholders Representative LLC, a Delaware limited liability company, solely in its capacity as the Securityholders’ Representative (the “Securityholders’ Representative”). Parent, Amalgamation Sub and the Company and, solely in its capacity as the Securityholders’ Representative and solely to the extent applicable, the Securityholders’ Representative, shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.

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AGREEMENT AND PLAN OF AMALGAMATION dated as of October 16, 2003 between FLAG Telecom Group Limited and Reliance Gateway Net Private Limited
Agreement and Plan of Amalgamation • December 12th, 2003 • Flag Telecom Group LTD • Telephone communications (no radiotelephone)

AGREEMENT AND PLAN OF AMALGAMATION (this “Agreement”) dated as of October 16, 2003 between FLAG Telecom Group Limited, a company incorporated under the laws of Bermuda (the “Company”) and Reliance Gateway Net Private Limited, a company incorporated under the laws of India (“ Gateway”).

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Agreement and Plan of Amalgamation • December 23rd, 2004 • Maxim Mortgage Corp/ • Services-computer integrated systems design
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AGREEMENT AND PLAN OF AMALGAMATION among LEVEL 3 COMMUNICATIONS, INC., APOLLO AMALGAMATION SUB, LTD. and GLOBAL CROSSING LIMITED Dated as of April 10, 2011
Agreement and Plan of Amalgamation • April 14th, 2011 • Global Crossing LTD • Telephone communications (no radiotelephone) • New York

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”).

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FIFTH AMENDMENT TO AGREEMENT AND PLAN OF AMALGAMATION
Agreement and Plan of Amalgamation • July 16th, 2015 • Partnerre LTD • Accident & health insurance

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”).

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THIRD AMENDMENT TO AGREEMENT AND PLAN OF AMALGAMATION
Agreement and Plan of Amalgamation • April 1st, 2015 • Partnerre LTD • Accident & health insurance

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”).

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FOURTH AMENDMENT TO AGREEMENT AND PLAN OF AMALGAMATION
Agreement and Plan of Amalgamation • May 7th, 2015 • Axis Capital Holdings LTD • Fire, marine & casualty insurance

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”).

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AMENDMENT TO AGREEMENT AND PLAN OF AMALGAMATION between IPC HOLDINGS, LTD., VALIDUS HOLDINGS, LTD., and VALIDUS LTD. Dated as of MAY 18, 2009
Agreement and Plan of Amalgamation • May 18th, 2009 • Validus Holdings LTD • Fire, marine & casualty insurance

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”).

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FIRST AMENDMENT TO AGREEMENT AND PLAN OF AMALGAMATION
Agreement and Plan of Amalgamation • February 18th, 2015 • Axis Capital Holdings LTD • Fire, marine & casualty insurance

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”).

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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
Agreement and Plan of Amalgamation • March 27th, 2008 • Peak International LTD • Plastics products, nec • California

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.

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SECOND AMENDMENT TO AGREEMENT AND PLAN OF AMALGAMATION
Agreement and Plan of Amalgamation • March 11th, 2015 • Partnerre LTD • Accident & health insurance

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”).

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AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF AMALGAMATION
Agreement and Plan of Amalgamation • February 2nd, 2010 • Genesis Lease LTD • Services-equipment rental & leasing, nec • New York

This Amendment No. 1 to the Agreement and Plan of Amalgamation (this “Amendment”), dated as of February 1, 2010, is entered into by and among GENESIS LEASE LIMITED, a Bermuda exempted company (“Genesis”), AERCAP HOLDINGS N.V., a Netherlands public limited liability company (“AerCap”), and AERCAP INTERNATIONAL BERMUDA LIMITED, a Bermuda exempted company and a wholly-owned subsidiary of AerCap (“Amalgamation Sub”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Amalgamation Agreement.

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AGREEMENT AND PLAN OF AMALGAMATION THIS AGREEMENT AND PLAN OF AMALGAMATION, dated as of November 12, 1996, between THE AES CORPORATION, a Delaware corporation ("AES"), and AES CHINA GENERATING CO. LTD., a Bermuda company ("Chigen"), W I T N E S S E T...
Agreement and Plan of Amalgamation • November 19th, 1996 • Aes China Generating Co LTD • Cogeneration services & small power producers • New York
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AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF AMALGAMATION
Agreement and Plan of Amalgamation • February 18th, 2010 • Genesis Lease LTD • Services-equipment rental & leasing, nec • New York

This Amendment No. 2 to the Agreement and Plan of Amalgamation (this “Amendment”), dated as of February 18, 2010, is entered into by and among GENESIS LEASE LIMITED, a Bermuda exempted company (“Genesis”), AERCAP HOLDINGS N.V., a Netherlands public limited liability company (“AerCap”), and AERCAP INTERNATIONAL BERMUDA LIMITED, a Bermuda exempted company and a wholly-owned subsidiary of AerCap (“Amalgamation Sub”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Amalgamation Agreement.

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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
Agreement and Plan of Amalgamation • March 10th, 2009 • Ipc Holdings LTD • Life insurance
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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
Agreement and Plan of Amalgamation • March 10th, 2009 • Max Capital Group Ltd. • Fire, marine & casualty insurance

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”).

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AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF AMALGAMATION
Agreement and Plan of Amalgamation • February 18th, 2010 • AerCap Holdings N.V. • Services-equipment rental & leasing, nec • New York

This Amendment No. 2 to the Agreement and Plan of Amalgamation (this “Amendment”), dated as of February 18, 2010, is entered into by and among GENESIS LEASE LIMITED, a Bermuda exempted company (“Genesis”), AERCAP HOLDINGS N.V., a Netherlands public limited liability company (“AerCap”), and AERCAP INTERNATIONAL BERMUDA LIMITED, a Bermuda exempted company and a wholly-owned subsidiary of AerCap (“Amalgamation Sub”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Amalgamation Agreement.

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AGREEMENT AND PLAN OF AMALGAMATION by and among EXPO HOLDINGS I LTD EXPO HOLDINGS II LTD. and GLOBAL SOURCES LTD. Dated as of May 23, 2017
Agreement and Plan of Amalgamation • May 23rd, 2017 • Global Sources LTD /Bermuda • Services-advertising • Delaware

This AGREEMENT AND PLAN OF AMALGAMATION (this “Agreement”), dated as of May 23, 2017, is entered into by and among Expo Holdings I Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Expo Holdings II Ltd., an exempted company incorporated under the laws of Bermuda as a company limited by shares and a wholly-owned Subsidiary of Parent (“Amalgamation Sub”), and Global Sources Ltd., an exempted company incorporated under the laws of Bermuda as a company limited by shares (the “Company”).

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FOURTH AMENDMENT TO AGREEMENT AND PLAN OF AMALGAMATION
Agreement and Plan of Amalgamation • May 6th, 2015 • Partnerre LTD • Accident & health insurance

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”).

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AGREEMENT AND PLAN OF AMALGAMATION by and among HARBOR GLOBAL COMPANY LTD., ISVIAS TRADING LIMITED and NAMREDIPS LTD. Dated as of August 18, 2006
Agreement and Plan of Amalgamation • August 18th, 2006 • Harbor Global Co LTD • Real estate • New York

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”).

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FIRST AMENDMENT TO AGREEMENT AND PLAN OF AMALGAMATION
Agreement and Plan of Amalgamation • February 17th, 2015 • Partnerre LTD • Accident & health insurance

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”).

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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
Agreement and Plan of Amalgamation • January 23rd, 2013 • SeaCube Container Leasing Ltd. • Services-miscellaneous equipment rental & leasing • Delaware

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.

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AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF AMALGAMATION
Agreement and Plan of Amalgamation • February 2nd, 2010 • AerCap Holdings N.V. • Services-equipment rental & leasing, nec • New York

This Amendment No. 1 to the Agreement and Plan of Amalgamation (this “Amendment”), dated as of February 1, 2010, is entered into by and among GENESIS LEASE LIMITED, a Bermuda exempted company (“Genesis”), AERCAP HOLDINGS N.V., a Netherlands public limited liability company (“AerCap”), and AERCAP INTERNATIONAL BERMUDA LIMITED, a Bermuda exempted company and a wholly-owned subsidiary of AerCap (“Amalgamation Sub”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Amalgamation Agreement.

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AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF AMALGAMATION
Agreement and Plan of Amalgamation • May 25th, 2017 • Global Sources LTD /Bermuda • Services-advertising

This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF AMALGAMATION (this “Amendment”), dated as of May 25, 2017, is entered into by and among Expo Holdings I Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Expo Holdings II Ltd., an exempted company incorporated under the laws of Bermuda as a company limited by shares and a wholly-owned Subsidiary of Parent (“Amalgamation Sub”), and Global Sources Ltd., an exempted company incorporated under the laws of Bermuda as a company limited by shares (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Agreement (as defined below), except as otherwise provided below.

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AGREEMENT AND PLAN OF AMALGAMATION among CATALINA HOLDINGS (BERMUDA) LTD., CATALINA ALPHA LTD. and QUANTA CAPITAL HOLDINGS LTD. Dated as of May 29, 2008
Agreement and Plan of Amalgamation • May 30th, 2008 • Quanta Capital Holdings LTD • Fire, marine & casualty insurance • New York

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”).

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AGREEMENT AND PLAN OF AMALGAMATION Among MATTEL FOREIGN HOLDINGS, LTD., MATTEL ENTERPRISES, LTD., RADICA GAMES LIMITED and MATTEL, INC. (SOLELY WITH RESPECT TO SECTION 6.13) Dated as of July 25, 2006
Agreement and Plan of Amalgamation • July 26th, 2006 • Mattel Inc /De/ • Dolls & stuffed toys • Delaware

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.

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Agreement and Plan of Amalgamation • January 10th, 2002 • Aramex International LTD • Air courier services • New York
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AGREEMENT AND PLAN OF AMALGAMATION Dated as of March 1, 2009 between IPC HOLDINGS, LTD., IPC LIMITED and MAX CAPITAL GROUP LTD.
Agreement and Plan of Amalgamation • March 2nd, 2009 • Max Capital Group Ltd. • Fire, marine & casualty insurance

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”).

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Exhibit 4.5 AGREEMENT AND PLAN OF AMALGAMATION
Agreement and Plan of Amalgamation • June 21st, 2005 • Alvarion LTD • Telephone & telegraph apparatus • New York
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THIRD AMENDMENT TO AGREEMENT AND PLAN OF AMALGAMATION
Agreement and Plan of Amalgamation • April 1st, 2015 • Axis Capital Holdings LTD • Fire, marine & casualty insurance

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”).

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