Agreement And Plan Of Merger Sample Contracts

Agreement and Plan of Merger (February 15th, 2019)

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of February 14, 2019 by and among The Toro Company, a Delaware corporation ("Parent"), Helix Company, Inc., an Oklahoma corporation and a wholly owned subsidiary of Parent ("Merger Sub"), The Charles Machine Works, Inc., an Oklahoma corporation (the "Company"), and Agent 186 LLC, an Oklahoma limited liability company, in its capacity as a Shareholders' Agent hereunder.

Versum Materials, LLC – Reference Is Made to the Credit Agreement, Dated as of September 30, 2016, as Amended by the First Amendment Dated as of October 10, 2017 (The Credit Agreement), Among the Borrower, the Lenders Party Thereto (The Lenders) and Citibank, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and an L/C Issuer. Reference Is Also Made to the Agreement and Plan of Merger, Dated as of January 27, 2019, Between the Borrower and Entegris, Inc., a Delaware Corporation (Entegris), as the Same May Be Amended or Otherwise Modified From Time to Time, Pursuant to Which the Borrower Will Merge Wit (February 13th, 2019)
Agreement and Plan of Merger by and Among Flir Detection, Inc., Echo Robotic Merger Sub, Inc., Endeavor Robotic Holdings, Inc., the Representative Identified Herein, and Solely for Purposes of Section 5.14, Flir Systems, Inc. Dated as of February 8, 2019 (February 13th, 2019)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as of February 7, 2019, by and among (i) FLIR Detection, Inc., a Delaware corporation ("Parent"), (ii) Echo Robotic Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), (iii) Endeavor Robotic Holdings, Inc., a Delaware corporation (the "Company"), (iv) Arlington Capital Partners III, L.P., a Delaware limited partnership, solely in its capacity as representative for the Sellers (the "Representative") and (v) solely for purposes of Section 5.14, FLIR Systems, Inc., an Oregon corporation ("Guarantor"). Parent, Merger Sub, the Company and, as applicable, the Representative are sometimes referred to in this Agreement as a "Party" and collectively as the "Parties." Capitalized terms that are used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in ARTICLE X.

MassRoots, Inc. – Agreement and Plan of Merger (February 12th, 2019)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of Febraury __, 2019, is entered into by and among MassRoots, Inc., a Delaware corporation ("Parent"), MassRoots Supply Chain, Inc., a Delaware corporation ("Merger Sub"), COWA Science Corporation, a Delaware corporation ("Company"), and Christopher Alameddin, an individual acting solely in his capacity as Stockholder Representative ("Stockholder Representative").

AGREEMENT AND PLAN OF MERGER by and Among EDWARDS LIFESCIENCES HOLDING, INC., CROWN MERGER SUB, INC. And CAS MEDICAL SYSTEMS, INC., Dated as of February 11, 2019 (February 12th, 2019)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of February 11, 2019, is made by and among Edwards Lifesciences Holding, Inc., a Delaware corporation ("Parent"), Crown Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent ("Merger Sub"), and CAS Medical Systems, Inc., a Delaware corporation (the "Company"). Defined terms used in this Agreement have the respective meanings ascribed to them in Appendix A: Definitions or otherwise defined herein.

AGREEMENT AND PLAN OF MERGER by and Among EM EAGLE PURCHASER, LLC EM EAGLE MERGER SUB, INC. And ELLIE MAE, INC. Dated as of February 11, 2019 (February 12th, 2019)
Suncoke Energy Partners L.P. – AGREEMENT AND PLAN OF MERGER Dated as of February 4, 2019 by and Among SUNCOKE ENERGY, INC., SC ENERGY ACQUISITION LLC, SUNCOKE ENERGY PARTNERS, L.P., and SUNCOKE ENERGY PARTNERS GP LLC (February 5th, 2019)
AGREEMENT AND PLAN OF MERGER Dated as of February 4, 2019 by and Among SUNCOKE ENERGY, INC., SC ENERGY ACQUISITION LLC, SUNCOKE ENERGY PARTNERS, L.P., and SUNCOKE ENERGY PARTNERS GP LLC (February 5th, 2019)
Edge Therapeutics, Inc. – Amendment No. 1 to the Agreement and Plan of Merger and Reorganization (January 30th, 2019)

This Amendment No.1, dated as of January 24, 2019 (this "Amendment") to the Agreement and Plan of Merger and Reorganization (the "Original Agreement"), dated as of November 23, 2018, by and among Edge Therapeutics, Inc. ("Parent"), Echos Merger Sub, Inc. ("Merger Sub") and PDS Biotechnology Corporation, a Delaware corporation (the "Company") is entered into by and between Parent, Merger Sub and the Company. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Original Agreement.

AGREEMENT AND PLAN OF MERGER by and Among ALDEYRA THERAPEUTICS, INC., HALO MERGER SUB, INC., HALO MERGER SUB, LLC, HELIO VISION, INC., and JOSEF VON RICKENBACH, as Securityholder Representative Dated as of January 24, 2019 (January 29th, 2019)

THIS AGREEMENT AND PLAN OF MERGER, dated as of January 24, 2019 (this Agreement), is by and among Aldeyra Therapeutics, Inc., a Delaware corporation (Buyer), Halo Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Buyer (Merger Sub), Halo Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Buyer (Merger LLC), Helio Vision, Inc., a Delaware corporation (the Company), and Josef von Rickenbach, solely in his capacity as the Securityholder Representative (Securityholder Representative).

Versum Materials, LLC – Agreement and Plan of Merger (January 29th, 2019)
Agreement and Plan of Merger (January 29th, 2019)
Chemical Financial Corporation – AGREEMENT AND PLAN OF MERGER by and Between TCF FINANCIAL CORPORATION and CHEMICAL FINANCIAL CORPORATION _____________________ (January 28th, 2019)

AGREEMENT AND PLAN OF MERGER, dated as of January 27, 2019 (this "Agreement"), by and between TCF Financial Corporation, a Delaware corporation ("TCF"), and Chemical Financial Corporation, a Michigan corporation ("Chemical"; each of TCF and Chemical, a "Party" and collectively, the "Parties").

Agreement and Plan of Merger (January 28th, 2019)

AGREEMENT AND PLAN OF MERGER, dated as of January 27, 2019 (this "Agreement"), by and between TCF Financial Corporation, a Delaware corporation ("TCF"), and Chemical Financial Corporation, a Michigan corporation ("Chemical"; each of TCF and Chemical, a "Party" and collectively, the "Parties").

Pioneer Power Solutions, Inc. – Agreement and Plan of Merger (January 28th, 2019)

This AGREEMENT AND PLAN OF MERGER, dated as of January 22, 2019 (this "Agreement"), is by and among Pioneer Critical Power, Inc., a Delaware corporation ("Company"), CleanSpark, Inc., a Nevada corporation ("Parent") and CleanSpark Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"). Certain terms used in this Agreement are used as defined in Article 9.

Stratean Inc. – Agreement and Plan of Merger (January 24th, 2019)

This AGREEMENT AND PLAN OF MERGER, dated as of January 22, 2019 (this "Agreement"), is by and among Pioneer Critical Power, Inc., a Delaware corporation ("Company"), CleanSpark, Inc., a Nevada corporation ("Parent") and CleanSpark Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"). Certain terms used in this Agreement are used as defined in Article 9.

Bank First National Corp – Agreement and Plan of Merger (January 23rd, 2019)

This Agreement and Plan of Merger (this "Agreement") is dated as of January 22, 2019, by and between Bank First National Corporation, a Wisconsin corporation ("BFC"), and Partnership Community Bancshares, Inc., a Wisconsin corporation ("PCB" and, together with BFC, the "Parties" and each a "Party").

Thunder Bridge Acquisition Ltd – Agreement and Plan of Merger (January 22nd, 2019)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of this 21st day of January, 2019, by and among Thunder Bridge Acquisition Ltd., a Cayman Islands exempted company ("Parent"), TB Acquisition Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent ("Merger Sub"), Hawk Parent Holdings LLC, a Delaware limited liability company (the "Company") and, solely in its capacity as the Company Securityholder Representative, CC Payment Holdings, L.L.C., a Delaware limited liability company (the "Company Securityholder Representative"). Parent, Merger Sub, the Company and the Company Securityholder Representative may be referred to herein, collectively, as the "Parties" and, individually, as a "Party".

Nocera, Inc. – Amended Agreement and Plan of Merger (Amendment No. 1) (January 18th, 2019)

This Agreement and Plan of Merger ("Agreement") is made and entered into as of December 27, 2018 with an effective date of December 31, 2018 (the "Effective Date"), by and among Nocera, Inc., a Nevada corporation, with its principal office at 2030 Powers Ferry Road SE, Suite # 212, Atlanta, GA. 30339 ("NOCERA"), Grand Smooth Inc Limited., a Hong Kong corporation ("GSI"), with its principal office at Flat B, 6th Floor, Teda Building, 87th Wing Lok Street, Sheung Wan, Hong Kong ("GSI"), and GSI Acquisition Corp., a newly-formed wholly-owned subsidiary of NOCERA, domiciled in Colorado ("Acquisition Sub"). Each of NOCERA, GSI and Acquisition Sub is referred to herein individually as a "Party," or collectively as the "Parties."

Churchill Capital Corp – Agreement and Plan of Merger (January 15th, 2019)

This Agreement and Plan of Merger (this "Agreement"), dated as of January 14, 2019, is entered into by and among Churchill Capital Corp, a Delaware corporation ("Acquiror"), Clarivate Analytics Plc, a public limited company organized under the laws of the Island of Jersey ("Holdings"), Camelot Holdings (Jersey) Limited, a private limited company organized under the laws of the Island of Jersey (the "Company"), CCC Merger Sub, Inc., a Delaware corporation ("Delaware Merger Sub"), and Camelot Merger Sub (Jersey) Limited), a private limited company organized under the laws of the Island of Jersey ("Jersey Merger Sub"). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.

HopFed Bancorp, Inc. – AGREEMENT AND PLAN OF MERGER by and Between First Financial Corporation and HopFed Bancorp, Inc. Dated as of January 7, 2019 (January 9th, 2019)
First Financial Corporation Indiana – AGREEMENT AND PLAN OF MERGER by and Between First Financial Corporation and HopFed Bancorp, Inc. Dated as of January 7, 2019 (January 9th, 2019)

AGREEMENT AND PLAN OF MERGER, dated as of January 7, 2019 (this Agreement), by and between HopFed Bancorp, Inc., a Delaware corporation (HopFed), and First Financial Corporation, an Indiana corporation (First Financial).

AquaMed Technologies, Inc. – Amendment No. 1 to Agreement and Plan of Merger (January 9th, 2019)

This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this "Amendment") is made as of January 8, 2019, by and among AquaMed Technologies, Inc., a Delaware corporation ("Parent"), AQ TOP, LLC, a Delaware limited liability company ("Merger Sub"), and TO Pharmaceuticals LLC, a Delaware limited liability company ("Company"). Parent, Merger Sub and Company are sometimes referred to herein individually as a "Party" and collectively as the "Parties." Capitalized terms used but not defined herein shall have the meanings assigned to them in the Original Agreement (defined below).

Appfolio Inc – Agreement and Plan of Merger (January 8th, 2019)

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of January 7, 2019, is made and entered into by and among AppFolio, Inc., a Delaware corporation ("Purchaser"), Riviera Mar, Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser ("Merger Subsidiary"), Dynasty Marketplace, Inc., a Delaware corporation (the "Company"), and Fortis Advisors LLC, a Delaware limited liability company, in its capacity as Stockholders' Representative (as hereinafter defined).

Agreement and Plan of Merger of Northeast Bancorp and Northeast Bank (January 7th, 2019)

This Agreement and Plan of Merger (this "Agreement"), dated as of January 7, 2019, is by and between Northeast Bancorp, a Maine corporation (the "Company"), and Northeast Bank, a Maine-chartered bank with its main office in Lewiston, Maine, and a wholly owned subsidiary of the Company ("Bank").

Loxo Oncology, Inc. – Agreement and Plan of Merger Dated as of January 5, 2019, Among Eli Lilly and Company, Bowfin Acquisition Corporation and Loxo Oncology, Inc. (January 7th, 2019)
Amendment No. 1 to Agreement and Plan of Merger (January 7th, 2019)
Kohlberg Capital Corporation – Agreement and Plan of Merger (January 4th, 2019)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of November 8, 2018, is made by and among KCAP Financial, Inc., a Delaware corporation ("KCAP"), Commodore Holdings, L.L.C., a Delaware limited liability company ("Commodore" and, collectively with KCAP, each, a "Seller Party" and, collectively, the "Seller Parties"), Katonah Debt Advisors, L.L.C., a Delaware limited liability company ("Katonah"), Trimaran Advisors, L.L.C., a Delaware limited liability company ("Trimaran"), Trimaran Advisors Management, L.L.C., a Delaware limited liability company ("Trimaran Management"), LibreMax Intermediate Holdings, LP, a Delaware limited partnership (the "Purchaser"), LM Rubicon Merger Sub 1, LLC, a Delaware limited liability company ("Merger Sub 1"), LM Rubicon Merger Sub 2, LLC, a Delaware limited liability company ("Merger Sub 2"), and LM Rubicon Merger Sub 3, LLC, a Delaware limited liability company ("Merger Sub 3" and, collectively with Merger Sub 1 and Merger Sub 2, the "Merger

GTY Technology Holdings Inc. – Amendment No. 2 to Agreement and Plan of Merger (January 4th, 2019)

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.

MedEquities Realty Trust, Inc. – To: John W. McRoberts Subject: Retention Incentive Award MedEquities Realty Trust, Inc. (The Company) Is Pleased to Offer You the Opportunity to Earn a Cash Retention Incentive Award (The Award) on the Terms and Conditions Set Forth in This Letter Agreement (The Agreement). The Company Is Offering You the Opportunity to Earn the Award Because It Recognizes Your Importance to the Continued Success of the Company and to the Successful Consummation of the Proposed Merger (The Merger) Contemplated by That Certain Agreement and Plan of Merger, by and Among Omega Healthcare Investors, Inc., OHI Heal (January 2nd, 2019)
MedEquities Realty Trust, Inc. – To: John W. McRoberts Subject: Retention Incentive Award MedEquities Realty Trust, Inc. (The Company) Is Pleased to Offer You the Opportunity to Earn a Cash Retention Incentive Award (The Award) on the Terms and Conditions Set Forth in This Letter Agreement (The Agreement). The Company Is Offering You the Opportunity to Earn the Award Because It Recognizes Your Importance to the Continued Success of the Company and to the Successful Consummation of the Proposed Merger (The Merger) Contemplated by That Certain Agreement and Plan of Merger, by and Among Omega Healthcare Investors, Inc., OHI Heal (January 2nd, 2019)
MDU Resources – Agreement and Plan of Merger (January 2nd, 2019)

This AGREEMENT AND PLAN OF MERGER (the Agreement), entered into as of December 31, 2018, by and among MDU Resources Group, Inc., a Delaware corporation (the Company), MDUR Newco, Inc., a Delaware corporation and direct, wholly-owned subsidiary of the Company (Holdco), and MDU Newco Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Holdco (Merger Sub).

MDU Resources – Agreement and Plan of Merger (January 2nd, 2019)

This AGREEMENT AND PLAN OF MERGER (the Agreement), entered into as of December 31, 2018, by and among MDU Resources Group, Inc., a Delaware corporation (the Company), MDUR Newco, Inc., a Delaware corporation and direct, wholly-owned subsidiary of the Company (Holdco), and MDU Newco Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Holdco (Merger Sub).

Amendment No. 1 to Agreement and Plan of Merger (January 2nd, 2019)

This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this "Amendment") is made and entered into as of this December 27, 2018, by and among FC Global Realty Incorporated, a Nevada corporation ("Parent"), FC Merger Sub, Inc., a Maryland corporation ("Purchaser" and, together with Parent, the "Purchaser Parties"), and Gadsden Growth Properties, Inc., a Maryland corporation ("Gadsden") and Gadsden's operating partnership, Gadsden Growth Properties, L.P., a Delaware limited partnership (the "Operating Partnership") which has been formed under the Delaware Revised Uniform Limited Partnership Act. Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to them in the Merger Agreement (as defined below).

MedEquities Realty Trust, Inc. – To: Jeffery C. Walraven Subject: Retention Incentive Award MedEquities Realty Trust, Inc. (The Company) Is Pleased to Offer You the Opportunity to Earn a Cash Retention Incentive Award (The Award) on the Terms and Conditions Set Forth in This Letter Agreement (The Agreement). The Company Is Offering You the Opportunity to Earn the Award Because It Recognizes Your Importance to the Continued Success of the Company and to the Successful Consummation of the Proposed Merger (The Merger) Contemplated by That Certain Agreement and Plan of Merger, by and Among Omega Healthcare Investors, Inc., OHI He (January 2nd, 2019)