Agreement And Plan Of Merger Sample Contracts

Cotiviti Holdings, Inc. – Agreement and Plan of Merger by and Among Verscend Technologies, Inc., Rey Merger Sub, Inc. And Cotiviti Holdings, Inc. June 19, 2018 (June 22nd, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of June 19, 2018, is entered into by and among Cotiviti Holdings, Inc., a Delaware corporation (the "Company"), Verscend Technologies, Inc., a Delaware corporation ("Parent"), and Rey Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub").

Double Eagle Acquisition Corp. – AGREEMENT AND PLAN OF MERGER BY AND AMONG WILLSCOT CORPORATION, MASON MERGER SUB, INC., MODULAR SPACE HOLDINGS, INC. AND NANOMA LLC, SOLELY IN ITS CAPACITY AS THE HOLDER REPRESENTATIVE June 21, 2018 (June 22nd, 2018)

This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this Agreement), dated as of June 21, 2018, is by and among Modular Space Holdings, Inc., a Delaware corporation (the Company), WillScot Corporation, a Delaware corporation (Parent), Mason Merger Sub, Inc., a Delaware corporation and an indirect, majority-owned subsidiary of Parent (Merger Sub), and NANOMA LLC, solely in its capacity as the representative of the Holders (as defined herein) (the Holder Representative). The Company, Parent, Merger Sub and, for the limited purposes set forth herein, the Holder Representative are each sometimes referred to herein as a Party and, collectively, as the Parties.

Agreement and Plan of Merger (June 21st, 2018)

This AGREEMENT AND PLAN OF MERGER ("Agreement") is made and entered into as of June 20, 2018 (the "Agreement Date") by and among Parker Private Holdings II, LLC, a Delaware limited liability company ("Parent"), Parker Private Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Web.com Group, Inc., a Delaware corporation (the "Company"). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Gores Holdings II, Inc. – AGREEMENT AND PLAN OF MERGER BY AND AMONG GORES HOLDINGS II, INC., AM MERGER SUB I, INC., AM MERGER SUB II, LLC, GREENLIGHT HOLDING II CORPORATION, and PE GREENLIGHT HOLDINGS, LLC, IN ITS CAPACITY AT THE STOCKHOLDER REPRESENTATIVE DATED AS OF JUNE 21, 2018 (June 21st, 2018)

THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of June 21, 2018, by and among Gores Holdings II, Inc., a Delaware corporation (Parent), AM Merger Sub I, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (First Merger Sub), AM Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (Second Merger Sub), Greenlight Holding II Corporation, a Delaware corporation (the Company), and PE Greenlight Holdings, LLC, a Delaware limited liability company, in its capacity as the Stockholder Representative hereunder (in such capacity, the Stockholder Representative). Each of the Company, Parent, First Merger Sub, Second Merger Sub and the Stockholder Representative shall individually be referred to herein as a Party and, collectively, the Parties. The term Agreement as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules, exhibits and annexes

Old National Trust – Agreement and Plan of Merger Dated as of June 20, 2018 by and Between Old National Bancorp and Klein Financial, Inc. (June 21st, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement), is dated to be effective as of June 20, 2018, by and between Old National Bancorp, an Indiana corporation (Acquirer), and Klein Financial, Inc., a Minnesota corporation (KFI).

First Connecticut Bancorp Inc. – AGREEMENT AND PLAN OF MERGER by and Between FIRST CONNECTICUT BANCORP, INC. And PEOPLE'S UNITED FINANCIAL, INC. Dated as of June 18, 2018 (June 21st, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of June 18, 2018 (this "Agreement"), by and between First Connecticut Bancorp, Inc., a Maryland corporation (the "Company"), and People's United Financial, Inc., a Delaware corporation ("Purchaser").

People's United Financial – AGREEMENT AND PLAN OF MERGER by and Between FIRST CONNECTICUT BANCORP, INC. And PEOPLES UNITED FINANCIAL, INC. Dated as of June 18, 2018 (June 21st, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of June 18, 2018 (this Agreement), by and between First Connecticut Bancorp, Inc., a Maryland corporation (the Company), and Peoples United Financial, Inc., a Delaware corporation (Purchaser).

Sussex Bancorp – Agreement and Plan of Merger Dated as of June 19, 2018 by and Between Sb One Bancorp Sb One Bank and Enterprise Bank N.J. (June 20th, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is dated as of June 19, 2018, by and between SB One Bancorp, a New Jersey corporation ("SBBX"), SB One Bank, a New Jersey-chartered bank ("SB One Bank"), and Enterprise Bank N.J., a New Jersey-chartered bank ("EBNJ").

AGREEMENT AND PLAN OF MERGER by and Among FELDENKREIS HOLDINGS LLC, GF MERGER SUB, INC. And PERRY ELLIS INTERNATIONAL, INC. Dated as of June 15, 2018 (June 20th, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of June 15, 2018 (this "Agreement"), by and among Feldenkreis Holdings LLC, a Delaware limited liability company ("Parent"), GF Merger Sub, Inc., a Florida corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and Perry Ellis International, Inc., a Florida corporation (the "Company").

Cheniere Energy Partners LP Holdings, LLC – Agreement and Plan of Merger (June 19th, 2018)

AGREEMENT AND PLAN OF MERGER (hereinafter called this Agreement), dated as of June 18, 2018, by and among Cheniere Energy Partners LP Holdings, LLC, a Delaware limited liability company (the Company), Cheniere Energy, Inc., a Delaware corporation (Parent), and Columbia Acquisition Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (Merger Sub).

AGREEMENT AND PLAN OF MERGER by and Among VINTAGE RODEO PARENT, LLC, VINTAGE RODEO ACQUISITION, INC. And RENT-A-CENTER, INC. Dated as of June 17, 2018 (June 19th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of June 17, 2018, among Vintage Rodeo Parent, LLC, a Delaware limited liability company (Parent), Vintage Rodeo Acquisition, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (Merger Sub), and Rent-A-Center, Inc., a Delaware corporation (the Company).

Cheniere Energy, Inc. – Agreement and Plan of Merger (June 19th, 2018)

AGREEMENT AND PLAN OF MERGER (hereinafter called this Agreement), dated as of June 18, 2018, by and among Cheniere Energy Partners LP Holdings, LLC, a Delaware limited liability company (the Company), Cheniere Energy, Inc., a Delaware corporation (Parent), and Columbia Acquisition Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (Merger Sub).

Vici Properties Inc. – Agreement and Plan of Merger by and Among Vici Properties Inc. And Riverview Merger Sub Inc. And Penn Tenant Ii, Llc and Penn National Gaming, Inc. And Bossier Casino Venture (Holdco), Inc. And Silver Slipper Gaming, Llc Dated as of June 18, 2018 (June 19th, 2018)

This Agreement and Plan of Merger (this Agreement), dated as of June 18, 2018, is entered into among VICI Properties Inc., a Maryland corporation (Parent), Riverview Merger Sub Inc., a Delaware corporation (Merger Sub), Penn Tenant II, LLC, a Delaware limited liability company (Operator), Penn National Gaming, Inc., a Pennsylvania corporation (Guarantor and, together with Parent, Merger Sub and Operator, Buyer Parties and each a Buyer Party), Bossier Casino Venture (HoldCo), Inc., a Delaware corporation (HoldCo), and Silver Slipper Gaming, LLC, a California limited liability company (acting solely in its capacity as Stockholder Representative appointed by the Stockholders in accordance with Section 10.14 of this Agreement, Stockholder Representative). Parent, Merger Sub, Operator, Guarantor, HoldCo and Stockholder Representative are each referred to in this Agreement as a Party and, collectively, as the Parties.

AGREEMENT AND PLAN OF MERGER Dated as of June 18, 2018 Among FOUNDATION MEDICINE, INC., ROCHE HOLDINGS, INC. And 062018 MERGER SUBSIDIARY, INC. (June 19th, 2018)

AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of June 18, 2018 among Foundation Medicine, Inc., a Delaware corporation (the Company), Roche Holdings, Inc., a Delaware corporation (Parent), and 062018 Merger Subsidiary, Inc., a Delaware corporation and a wholly owned direct subsidiary of Parent (Merger Subsidiary).

Agreement and Plan of Merger by and Among Vici Properties Inc. And Riverview Merger Sub Inc. And Penn Tenant Ii, Llc and Penn National Gaming, Inc. And Bossier Casino Venture (Holdco), Inc. And Silver Slipper Gaming, Llc Dated as of June 18, 2018 (June 19th, 2018)

This Agreement and Plan of Merger (this Agreement), dated as of June 18, 2018, is entered into among VICI Properties Inc., a Maryland corporation (Parent), Riverview Merger Sub Inc., a Delaware corporation (Merger Sub), Penn Tenant II, LLC, a Delaware limited liability company (Operator), Penn National Gaming, Inc., a Pennsylvania corporation (Guarantor and, together with Parent, Merger Sub and Operator, Buyer Parties and each a Buyer Party), Bossier Casino Venture (HoldCo), Inc., a Delaware corporation (HoldCo), and Silver Slipper Gaming, LLC, a California limited liability company (acting solely in its capacity as Stockholder Representative appointed by the Stockholders in accordance with Section 10.14 of this Agreement, Stockholder Representative). Parent, Merger Sub, Operator, Guarantor, HoldCo and Stockholder Representative are each referred to in this Agreement as a Party and, collectively, as the Parties.

W. P. Carey – Agreement and Plan of Merger (June 18th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of June 17, 2018, by and among Corporate Property Associates 17 - Global Incorporated, a Maryland corporation (CPA17), W. P. Carey Inc., a Maryland corporation and the ultimate parent of the external manager of CPA17 (W. P. Carey), CPA17 Merger Sub LLC, a Maryland limited liability company and an indirect subsidiary of W. P. Carey (Merger Sub), and, for the limited purposes set forth herein, Carey Asset Management Corp., a Delaware corporation (CAM), W. P. Carey & Co. B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the Laws of the Netherlands (Foreign Subsidiary), and W. P. Carey Holdings, LLC, a Delaware limited liability company (Special General Partner), each an indirect subsidiary of W. P. Carey, and CPA(r): 17 Limited Partnership, a Delaware limited partnership (CPA17 LP).

Cobiz Financial Inc. – AGREEMENT AND PLAN OF MERGER by and Among COBIZ FINANCIAL INC., BOK FINANCIAL CORPORATION AND BOKF MERGER CORPORATION NUMBER SIXTEEN (June 18th, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of June 17, 2018 (this "Agreement"), by and among CoBiz Financial Inc., a Colorado corporation (the "Company"), BOK Financial Corporation, an Oklahoma corporation ("Purchaser") and BOKF Merger Corporation Number Sixteen, an Oklahoma corporation and direct wholly-owned subsidiary of Purchaser ("Merger Sub").

Energy XXI Gulf Coast, Inc. – Agreement and Plan of Merger (June 18th, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of June 18, 2018 (this "Agreement"), among MLCJR LLC, a Texas limited liability company ("Parent"), YHIMONE, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), and Energy XXI Gulf Coast, Inc., a Delaware corporation (the "Company").

Corporate Property Associates 17 - Global INC – Agreement and Plan of Merger (June 18th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of June 17, 2018, by and among Corporate Property Associates 17 - Global Incorporated, a Maryland corporation (CPA17), W. P. Carey Inc., a Maryland corporation and the ultimate parent of the external manager of CPA17 (W. P. Carey), CPA17 Merger Sub LLC, a Maryland limited liability company and an indirect subsidiary of W. P. Carey (Merger Sub), and, for the limited purposes set forth herein, Carey Asset Management Corp., a Delaware corporation (CAM), W. P. Carey & Co. B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the Laws of the Netherlands (Foreign Subsidiary), and W. P. Carey Holdings, LLC, a Delaware limited liability company (Special General Partner), each an indirect subsidiary of W. P. Carey, and CPA(r): 17 Limited Partnership, a Delaware limited partnership (CPA17 LP).

AGREEMENT AND PLAN OF MERGER by and Among COBIZ FINANCIAL INC., BOK FINANCIAL CORPORATION AND BOKF MERGER CORPORATION NUMBER SIXTEEN Dated as of June 17, 2018 (June 18th, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of June 17, 2018 (this "Agreement"), by and among CoBiz Financial Inc., a Colorado corporation (the "Company"), BOK Financial Corporation, an Oklahoma corporation ("Purchaser") and BOKF Merger Corporation Number Sixteen, an Oklahoma corporation and direct wholly-owned subsidiary of Purchaser ("Merger Sub").

Seacoast Banking Corporation Of Florida – AGREEMENT AND PLAN OF MERGER by and Among SEACOAST BANKING CORPORATION OF FLORIDA SEACOAST NATIONAL BANK FIRST GREEN BANCORP, INC. And FIRST GREEN BANK Dated as of June 11, 2018 (June 15th, 2018)

This Agreement and Plan of Merger (this Agreement) is dated as of June 11, 2018, by and among Seacoast Banking Corporation of Florida, a Florida corporation (Purchaser) Seacoast National Bank, a national banking association and a direct wholly owned subsidiary of Purchaser (Purchaser Bank), First Green Bancorp, Inc., a Florida corporation (Company) and First Green Bank, a Florida chartered commercial bank and a direct wholly owned subsidiary of Company (Selling Bank).

CapStar Financial Holdings, Inc. – AGREEMENT AND PLAN OF MERGER DATED AS OF June 11, 2018 BY AND BETWEEN CAPSTAR FINANCIAL HOLDINGS, INC. AND ATHENS BANCSHARES CORPORATION (June 14th, 2018)
United Bancorp, Inc. – AGREEMENT AND PLAN OF MERGER by and Between UNITED BANCORP, INC. And POWHATAN POINT COMMUNITY BANCSHARES, INC. Dated as of June 14, 2018 (June 14th, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of June 14, 2018 (this Agreement), by and between United Bancorp, Inc., an Ohio corporation (United Bancorp), and Powhatan Point Community Bancshares, Inc., an Ohio corporation (Powhatan Point).

Southern Missouri Bancorp, Inc. – Agreement and Plan of Merger (June 13th, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of June 12, 2018 (this "Agreement"), by and between Southern Missouri Bancorp, Inc., a Missouri corporation ("Buyer"), Southern Missouri Acquisition Corp. III, a newly formed Missouri corporation and wholly owned first-tier transitory subsidiary of Buyer ("Merger Sub"), and Gideon Bancshares Company, a Missouri corporation ("Seller", and together with Buyer and Merger Sub, the "Parties").

Envision Healthcare Corp – AGREEMENT AND PLAN OF MERGER by and Among ENTERPRISE PARENT HOLDINGS INC., ENTERPRISE MERGER SUB INC. And ENVISION HEALTHCARE CORPORATION Dated as of June 10, 2018 (June 13th, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of June 10, 2018 (this Agreement), by and among Enterprise Parent Holdings Inc., a Delaware corporation (Parent), Enterprise Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (Merger Sub), and Envision Healthcare Corporation, a Delaware corporation (the Company).

First Mid-Illinois Bancshares, Inc. – Agreement and Plan of Merger by and Among First Mid-Illinois Bancshares, Inc., Project Almond Merger Sub Llc And (June 13th, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), is entered into as of the 12th day of June, 2018, by and among First Mid-Illinois Bancshares, Inc., a Delaware corporation ("Parent"), Project Almond Merger Sub LLC, an Illinois limited liability company ("Merger Sub"), and SCB Bancorp, Inc., an Illinois corporation (the "Company"). Parent, Merger Sub and the Company are each referred to in this Agreement as a "Party" and collectively in this Agreement as the "Parties."

Equity Bancshares Inc – AGREEMENT AND PLAN OF MERGER BY AND AMONG EQUITY BANCSHARES, INC., EQUITY BANK, DOCKING BANCSHARES, INC. AND CITY BANK AND TRUST COMPANY Dated as of June 12, 2018 (June 13th, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement) is effective as of June 12, 2018, by and among Equity Bancshares, Inc. (EQBK), a Kansas corporation and registered bank holding company under the Bank Holding Company Act of 1956, as amended (the BHCA), Equity Bank (Equity Bank), a Kansas state bank with its principal office in Andover, Kansas, Docking Bancshares, Inc. (Docking), a Kansas corporation and registered bank holding company under the BHCA, and City Bank and Trust Company (the Bank), an Oklahoma state bank with its principal office in Guymon, Oklahoma.

Northwest Bancshares – AGREEMENT AND PLAN OF MERGER by and Among DONEGAL MUTUAL INSURANCE COMPANY, DONEGAL GROUP INC., DONEGAL FINANCIAL SERVICES CORPORATION and Northwest Bancshares, Inc. Dated as of June 11, 2018 (June 12th, 2018)

Page Article I Definitions 2 Article II THE MERGER 8 2.1 The Merger 8 2.2 Pre-Closing Dividends 9 2.3 Closing 9 2.4 Effects of the Merger 9 2.5 Effect on Outstanding Shares of Company Common Stock 10 2.6 Effect on Outstanding Shares of Buyer Common Stock 11 2.7 Directors of Surviving Corporation After Effective Time 11 2.8 Articles of Incorporation and Bylaws 11 2.9 Bank Merger 12 2.10 Alternative Structure 12 2.11 Absence of Control 12 Article III Representations and warranties of SellerS 12 3.1 Organization, Incorporation and Authority of each Acquired Company 12 3.2 Capitalization 13 3.3 Subsidiaries 14 3.4 Consents 14 3.5 Financial Statements 14 3.6 Litig

Fah Mai Holdings, Inc. – Agreement and Plan of Merger (June 12th, 2018)

AGREEMENT AND PLAN OF MERGER ("Agreement") between FAH MAI HOLDINGS INC., a Delaware corporation ("Fah Mai DE"), FAH MAI HOLDINGS LIMITED, a company formed under the laws of Thailand ("Fah Mai Thailand") and the persons listed in Exhibit A hereof (collectively the "Shareholders"), being the owners of record of all of the issued and outstanding stock of Fah Mai Thailand. Fah Mai DE and Fah Mai Thailand being sometimes referred to herein as the "Constituent Corporations."

Agreement and Plan of Merger (June 12th, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of June 11, 2018 (the "Agreement Date") by and among Medidata Solutions, Inc., a Delaware corporation ("Parent"), Storm Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), SHYFT Analytics, Inc., a Delaware corporation (the "Company"), and Storm Seller Representative LLC, in its capacity as the representative of the Company Indemnitors (the "Stockholders' Representative"). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.

First Mid-Illinois Bancshares, Inc. – Agreement and Plan of Merger by and Among First Mid-Illinois Bancshares, Inc., Project Almond Merger Sub Llc And (June 12th, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), is entered into as of the 12th day of June, 2018, by and among First Mid-Illinois Bancshares, Inc., a Delaware corporation ("Parent"), Project Almond Merger Sub LLC, an Illinois limited liability company ("Merger Sub"), and SCB Bancorp, Inc., an Illinois corporation (the "Company"). Parent, Merger Sub and the Company are each referred to in this Agreement as a "Party" and collectively in this Agreement as the "Parties."

SMART Global Holdings, Inc. – AGREEMENT AND PLAN OF MERGER Dated as of June 8, 2018 by and Among SMART GLOBAL HOLDINGS, INC., GLACIER ACQUISITION SUB, INC., PENGUIN COMPUTING, INC. And Solely in Its Capacity as the Initial Holder Representative Hereunder FORTIS ADVISORS LLC (June 11th, 2018)

This Agreement and Plan of Merger (this "Agreement"), dated as of June 8, 2018, is entered into by and among (i) SMART Global Holdings, Inc., a Cayman Islands corporation ("Acquiror"), (ii) Glacier Acquisition Sub, Inc., a Delaware corporation and a wholly owned, indirect subsidiary of Acquiror ("Merger Sub"), and (iii) Penguin Computing, Inc., a California corporation (the "Company"), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the initial Holder Representative hereunder.

Amendment No. 1 to Agreement and Plan of Merger (June 8th, 2018)

THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this "Amendment"), effective as of June 8, 2018 is by and among HRG Group, Inc., a Delaware corporation ("Halley"), HRG SPV Sub I, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Halley ("Merger Sub 1"), HRG SPV Sub II, LLC., a Delaware limited liability company and a direct wholly owned Subsidiary of Halley ("Merger Sub 2", and together with Merger Sub 1, "Merger Sub") and Spectrum Brands Holdings, Inc., a Delaware corporation ("Saturn").

Spectrum Brands Holdings – Amendment No. 1 to Agreement and Plan of Merger (June 8th, 2018)

THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this Amendment), effective as of June 8, 2018 is by and among HRG Group, Inc., a Delaware corporation (Halley), HRG SPV Sub I, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Halley (Merger Sub 1), HRG SPV Sub II, LLC., a Delaware limited liability company and a direct wholly owned Subsidiary of Halley (Merger Sub 2, and together with Merger Sub 1, Merger Sub) and Spectrum Brands Holdings, Inc., a Delaware corporation (Saturn).

Amendment No. 1 to the Agreement and Plan of Merger (June 7th, 2018)

Amendment No. 1, dated as of June 6, 2018 (this Amendment), to the Agreement and Plan of Merger, dated as of March 1, 2018 (the Agreement), by and among Evergreen Parent, L.P., a Delaware limited partnership (Parent), Evergreen Merger Sub, Inc., a Delaware corporation (Merger Sub) and AmTrust Financial Services, Inc., a Delaware corporation (the Company).