Agreement And Plan Of Merger Sample Contracts

Share Cite Term
Link

Embed (HTML)
CB Financial Services, Inc. – Agreement and Plan of Merger (November 16th, 2017)

This AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of November 16, 2017, is entered into by and between CB Financial Services, Inc., a Pennsylvania corporation, and First West Virginia Bancorp, Inc., a West Virginia corporation.

Bonanza Creek Energy Inc. – Agreement and Plan of Merger by and Among Sandridge Energy, Inc. Brook Merger Sub, Inc. And Bonanza Creek Energy, Inc. Dated as of November 14, 2017 (November 15th, 2017)

This AGREEMENT AND PLAN OF MERGER, dated as of November 14, 2017 (this Agreement), is entered into by and among SandRidge Energy, Inc., a Delaware corporation (Parent), Brook Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (Merger Sub), and Bonanza Creek Energy, Inc., a Delaware corporation (the Company) and collectively with Parent and Merger Sub, the Parties).

Agreement and Plan of Merger by and Among Sandridge Energy, Inc. Brook Merger Sub, Inc. And Bonanza Creek Energy, Inc. Dated as of November 14, 2017 (November 15th, 2017)

This AGREEMENT AND PLAN OF MERGER, dated as of November 14, 2017 (this Agreement), is entered into by and among SandRidge Energy, Inc., a Delaware corporation (Parent), Brook Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (Merger Sub), and Bonanza Creek Energy, Inc., a Delaware corporation (the Company) and collectively with Parent and Merger Sub, the Parties).

AGREEMENT AND PLAN OF MERGER Dated as of November 13, 2017 by and Among WESBANCO, INC., WESBANCO BANK, INC., FIRST SENTRY BANCSHARES, INC. And FIRST SENTRY BANK, INC. (November 13th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of November 13, 2017, is made and entered into by and among Wesbanco, Inc., a West Virginia corporation (Buyer), Wesbanco Bank, Inc., a West Virginia banking corporation and a wholly-owned subsidiary of Buyer (Buyer Sub), First Sentry Bancshares, Inc. a West Virginia corporation and bank holding company (Seller), and First Sentry Bank, Inc., a West Virginia banking corporation and a wholly-owned subsidiary of Seller (Seller Sub). Buyer and Seller are sometimes hereinafter collectively referred to as the Constituent Corporations.

Magicjack Vocaltec Ltd – AGREEMENT AND PLAN OF MERGER by and Among B. Riley Financial, Inc., B. R. Acquisition Ltd. And magicJack VocalTec Ltd. (November 9th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of November 9, 2017, is made by and among B. Riley Financial, Inc., a Delaware corporation ("Parent"), B. R. Acquisition Ltd., an Israeli corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and magicJack VocalTec Ltd., an Israeli corporation (the "Company"). Parent, Merger Sub and the Company are referred to herein collectively as the "Parties." Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in Article 1.

Delek Holdco, Inc. – AGREEMENT AND PLAN OF MERGER Dated as of November 8, 2017 by and Among DELEK US HOLDINGS, INC., SUGARLAND MERGECO, LLC, ALON USA PARTNERS, LP, and ALON USA PARTNERS GP, LLC (November 9th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of November 8, 2017 (the "Execution Date"), is entered into by and among Delek US Holdings, Inc., a Delaware corporation ("Parent"), Sugarland Mergeco, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent ("Merger Sub"), Alon USA Partners, LP, a Delaware limited partnership ("MLP"), and Alon USA Partners GP, LLC, a Delaware limited liability company and the general partner of MLP ("MLP General Partner").

Alon USA Partners Lp – AGREEMENT AND PLAN OF MERGER Dated as of November 8, 2017 by and Among DELEK US HOLDINGS, INC., SUGARLAND MERGECO, LLC, ALON USA PARTNERS, LP, and ALON USA PARTNERS GP, LLC (November 9th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of November 8, 2017 (the "Execution Date"), is entered into by and among Delek US Holdings, Inc., a Delaware corporation ("Parent"), Sugarland Mergeco, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent ("Merger Sub"), Alon USA Partners, LP, a Delaware limited partnership ("MLP"), and Alon USA Partners GP, LLC, a Delaware limited liability company and the general partner of MLP ("MLP General Partner").

Gulf & Orient Steamship Company, Ltd. – Agreement and Plan of Merger (November 9th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (the Agreement) is made and entered into as of November 7, 2017, by and among Gulf & Orient Steamship Company, Ltd., a Colorado corporation (Parent); Gulf Acquisition, Inc., a Utah corporation and wholly-owned subsidiary of Parent (Merger Subsidiary), and Michael Vardakis, Parents President and a principal shareholder of Parent (Vardakis); and US 3D Printing, Inc., a Utah corporation (Company), Mark L. Meriwether, the President and a principal shareholder of Company (M. Meriwether), and Brandon T. Meriwether, the Vice President and a principal shareholder of Company (B. Meriwether). The foregoing are sometimes singly referred to as a Party or collectively as the Parties.

AGREEMENT AND PLAN OF MERGER by and Among B. RILEY FINANCIAL, INC., B. R. ACQUISITION LTD. And MAGICJACK VOCALTEC LTD. Dated as of November 9, 2017 (November 9th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of November 9, 2017, is made by and among B. Riley Financial, Inc., a Delaware corporation (Parent), B. R. Acquisition Ltd., an Israeli corporation and a wholly-owned subsidiary of Parent (Merger Sub), and MagicJack VocalTec Ltd., an Israeli corporation (the Company). Parent, Merger Sub and the Company are referred to herein collectively as the Parties. Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in Article 1.

First Bancshares, Inc. (The) (MS) – Agreement and Plan of Merger (November 9th, 2017)

This Agreement and Plan of Merger (this "Agreement") is dated as of October 24, 2017, 2017, by and between The First Bancshares, Inc., a Mississippi corporation ("FBMS"), and Southwest Banc Shares, Inc., an Alabama corporation ("SWBS") and, together with FBMS, the "Parties" and each a "Party").

M III Acquisition Corp. – Agreement and Plan of Merger (November 8th, 2017)

AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of November 3, 2017, by and among IEA Energy Services LLC, a Delaware limited liability company (the "Company"), M III Acquisition Corp., a Delaware corporation (the "Buyer"), Wind Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Buyer ("Merger Sub I"), Wind Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Buyer ("Merger Sub II LLC"), Infrastructure and Energy Alternatives, LLC, a Delaware limited liability company (the "Seller"), Oaktree Power Opportunities Fund III Delaware, L.P., a Delaware limited partnership ("Oaktree"), solely in its capacity as the representative of the Seller (the "Seller's Representative"), and, solely for purposes of Section 10.3, and, to the extent related thereto, Article 12, M III Sponsor I LLC, a Delaware limited liability company, and M III Sponsor I LP, a Delaware limited partnership (together, the "Sponsors").

Agreement and Plan of Merger by and Among Usa Technologies, Inc., Usat, Inc., Cantaloupe Systems, Inc., and Shareholder Representative Services Llc, as Stockholders' Representative (November 7th, 2017)
1St Constitution Bancorp [Nj] – Agreement and Plan of Merger (November 7th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of November 6, 2017, is by and among 1st Constitution Bancorp, a New Jersey corporation and registered bank holding company ("1st Constitution"), 1st Constitution Bank, a New Jersey state commercial bank and the wholly-owned banking subsidiary of 1st Constitution (the "Bank"), and New Jersey Community Bank, a New Jersey state commercial bank ("NJCB"). 1st Constitution, the Bank and NJCB are sometimes collectively referred to as the "Parties" or individually referred to as a "Party". Defined terms are described in Section 9.11 of this Agreement.

Freestone Resources, Inc. – Agreement and Plan of Merger Dated as of November 2, 2017 by and Among Freestone Resources, Inc., Freestone Dynamis Acquisition, Llc, and Dynamis Energy, Llc (November 6th, 2017)

This AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of November 2, 2017 by and among Freestone Resources, Inc., a Nevada corporation, (Purchaser), Freestone Dynamis Acquisition, LLC, an Idaho limited liability company and a wholly owned Subsidiary of Purchaser (Merger Sub), and Dynamis Energy, LLC, an Idaho limited liability company (the Company). Capitalized terms used but not otherwise defined in this Agreement have the meanings ascribed to such terms in Article I. Purchaser, Merger Sub, and Company are sometimes referred to herein individually as a Party and collectively as the Parties.

Chicken Soup for the Soul Entertainment, Inc. – Agreement and Plan of Merger (November 6th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of November 3, 2017, by and among Chicken Soup for the Soul Entertainment, Inc., a Delaware corporation ("Parent"), SMV Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent ("Merger Sub"), Screen Media Ventures, LLC, a Delaware limited liability company ("Company"), and Media V Holdings, LLC, a Delaware limited liability Company and the sole member of the Company ("MV Holding").

Global Partner Acquisition Corp. – AGREEMENT AND PLAN OF MERGER BY AND AMONG GLOBAL PARTNER ACQUISITION CORP. PRPL ACQUISITION, LLC PURPLE INNOVATION, LLC INNOHOLD, LLC AND GLOBAL PARTNER SPONSOR I LLC, as PARENT REPRESENTATIVE Dated as of November 2, 2017 (November 3rd, 2017)

THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of November 2, 2017 by and among Global Partner Acquisition Corp., a Delaware corporation (the "Parent"), PRPL Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Parent ("Merger Sub"), Purple Innovation, LLC, a Delaware limited liability company (the "Company"), InnoHold, LLC, a Delaware limited liability company ("InnoHold"), and Global Partner Sponsor I LLC, a Delaware limited liability company, in the capacity as the representative of the Parent (the "Parent Representative"). Each of the Parent, Merger Sub, the Company, and InnoHold may be referred to herein as a "Party" and collectively as the "Parties". Capitalized terms in this Agreement shall have the respective meanings ascribed to such terms in this Agreement or in Section 10.14.

Kearny Financial Corp. – Agreement and Plan of Merger Dated as of November 1, 2017 by and Between Kearny Financial Corp. And Clifton Bancorp Inc. (November 2nd, 2017)

This is an Agreement and Plan of Merger, dated as of the 1st day of November, 2017 (Agreement), by and between Kearny Financial Corp., a Maryland corporation (Purchaser), and Clifton Bancorp Inc., a Maryland corporation (the Company).

Clifton Bancorp Inc. – Agreement and Plan of Merger Dated as of November 1, 2017 by and Between Kearny Financial Corp. And Clifton Bancorp Inc. (November 2nd, 2017)

This is an Agreement and Plan of Merger, dated as of the 1st day of November, 2017 (Agreement), by and between Kearny Financial Corp., a Maryland corporation (Purchaser), and Clifton Bancorp Inc., a Maryland corporation (the Company).

Ocera Therapeutics – AGREEMENT AND PLAN OF MERGER by and Among MAK LLC, MEH ACQUISITION CO., OCERA THERAPEUTICS, INC. And, Solely for Purposes of Section 8.16, MALLINCKRODT PLC Dated as of November 1, 2017 (November 2nd, 2017)

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of November 1, 2017, among MAK LLC, a Delaware limited liability company (Parent), MEH Acquisition Co., a Delaware corporation and a direct wholly-owned subsidiary of Parent (Purchaser), Ocera Therapeutics, Inc., a Delaware corporation (the Company), and, solely for purposes of Section 8.16, Mallinckrodt plc, an Irish public limited company (Guarantor).

MamaMancini's Holdings, Inc. – Agreement and Plan of Merger (November 2nd, 2017)

* MamaMancini's Holdings, Inc., a Nevada corporation ("Parent"); * MMMB Acquisition, Inc., a Nevada corporation and a wholly-owned subsidiary of Parent; and * Joseph Epstein Food Enterprises ("JEFE"), a New Jersey corporation and wholly-owned subsidiary of Appetizers Made Easy, Inc.

Agreement and Plan of Merger (November 2nd, 2017)

THIS AGREEMENT AND PLAN OF MERGER ("Agreement") dated as of November 1, 2017 is by and among Marathon Patent Group, Inc., a Nevada corporation (the Parent"), Global Bit Acquisition Corp., a Nevada corporation, and a wholly-owned subsidiary of Parent ("Acquirer"), and Global Bit Ventures Inc., a Nevada corporation (the "Company"). Each of the parties to this Agreement is individually referred to herein as a "Party" and collectively as the "Parties".

Southcross Energy Partners L. – Agreement and Plan of Merger Dated as of October 31, 2017 Among American Midstream Partners, Lp American Midstream Gp, Llc Southcross Energy Partners, L.P. Southcross Energy Partners Gp, Llc and Cherokee Merger Sub Llc (November 2nd, 2017)

This AGREEMENT AND PLAN OF MERGER, dated as of October 31, 2017 (this Agreement), is by and among Southcross Energy Partners, L.P., a Delaware limited partnership (SXE), Southcross Energy Partners GP, LLC, a Delaware limited liability company and the general partner of SXE (SXE GP and together with SXE, the SXE Entities), American Midstream Partners, LP, a Delaware limited partnership (AMID), American Midstream GP, LLC, a Delaware limited liability company and the general partner of AMID (AMID GP and together with AMID, the AMID Entities), and Cherokee Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of AMID (Merger Sub). Each of the SXE Entities, the AMID Entities and Merger Sub are referred to herein individually as a Party and collectively as the Parties.

American Midstreampartners Lp – Agreement and Plan of Merger Dated as of October 31, 2017 Among American Midstream Partners, Lp American Midstream Gp, Llc Southcross Energy Partners, L.P. Southcross Energy Partners Gp, Llc and Cherokee Merger Sub Llc (November 1st, 2017)

This AGREEMENT AND PLAN OF MERGER, dated as of October 31, 2017 (this Agreement), is by and among Southcross Energy Partners, L.P., a Delaware limited partnership (SXE), Southcross Energy Partners GP, LLC, a Delaware limited liability company and the general partner of SXE (SXE GP and together with SXE, the SXE Entities), American Midstream Partners, LP, a Delaware limited partnership (AMID), American Midstream GP, LLC, a Delaware limited liability company and the general partner of AMID (AMID GP and together with AMID, the AMID Entities), and Cherokee Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of AMID (Merger Sub). Each of the SXE Entities, the AMID Entities and Merger Sub are referred to herein individually as a Party and collectively as the Parties.

Ophthalix Inc – Amendment No. 1 to Agreement and Plan of Merger (November 1st, 2017)

THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this "Amendment"), is made as of October 31, 2017, by and among OphthaliX Inc., a Delaware corporation ("OPLI"), Bufiduck Ltd., a corporation established under the laws of the State of Israel and a wholly-owned subsidiary of OPLI (the "Merger Sub"); and Wize Pharma Ltd., a corporation established under the laws of the State of Israel (the "Company"). Capitalized terms used and not otherwise defined herein have the meanings given to such terms in that certain Agreement and Plan of Merger, entered into as of May 21, 2017 (the "Merger Agreement"), by and among OPLI, Merger Sub and the Company.

Creative Beauty Supply of New Jersey CORP – Agreement and Plan of Merger (November 1st, 2017)

AGREEMENT AND PLAN OF MERGER (this "Merger Agreement") made and entered into as of July 10, 2017 by and between Gotham Capital Holdings, Inc., a New Jersey corporation ("Gotham") and IIOT-OXYS, Inc., a Nevada corporation ("IIOT OXYS").

Vistra Energy Corp – AGREEMENT AND PLAN OF MERGER by and Between VISTRA ENERGY CORP. And DYNEGY INC. Dated as of October 29, 2017 (October 31st, 2017)

This AGREEMENT AND PLAN OF MERGER is entered into as of October 29, 2017 (this Agreement) by and between Vistra Energy Corp., a Delaware corporation (Mavericks), and Dynegy Inc., a Delaware corporation (Rockets and, together with Mavericks, the Parties).

Tapioca Corp – AGREEMENT AND PLAN OF MERGER Between Sino Fortune Holding Corporation (A Nevada Corporation) and Hui Ying Financial Holdings Corporation (A Nevada Corporation) Dated as of June 5, 2017 AGREEMENT AND PLAN OF MERGER (October 31st, 2017)

AGREEMENT AND PLAN OF MERGER, dated as of June 5, 2017, between Sino Fortune Holding Corporation, a Nevada corporation ("Parent"), and Hui Ying Financial Holdings Corporation, a Nevada corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"). Parent and Merger Sub are hereinafter collectively referred to as the "Constituent Corporations."

Agreement and Plan of Merger (October 30th, 2017)

This is an Agreement and Plan of Merger (this Agreement) dated as of October 29, 2017, among CalAtlantic Group, Inc. (the Company), a Delaware corporation, Lennar Corporation (Parent), a Delaware corporation, and Cheetah Cub Group Corp. (Merger Sub), a Delaware corporation.

AeroCentury Corp. – Agreement and Plan of Merger (October 30th, 2017)
Biota Pharmaceuticals Inc. – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Among: (October 30th, 2017)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Agreement") is made and entered into as of October 27, 2017, by and among Aviragen Therapeutics, Inc., a Delaware corporation ("Parent"), AGORA MERGER SUB, INC., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Vaxart, Inc., a Delaware corporation (the "Company"). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Capella Education Company – October 29, 2017 [Address] Capella Education Company (Capella) Has Entered Into an Agreement and Plan of Merger (The Merger Agreement) Pursuant to Which a Wholly Owned Subsidiary of Strayer Education, Inc. (Strayer) Will Merge With and Into Capella Pursuant to Which Capella Will Become a Wholly Owned Subsidiary of Strayer. In Connection With the Merger Contemplated by the Merger Agreement (The Merger), You Will Be Offered to Continue Your Employment as a Continuing Employee Under the Merger Agreement. This Letter Agreement Reflects Certain Understandings and Agreements Regarding Certain of the (October 30th, 2017)
AGREEMENT AND PLAN OF MERGER by and Between VISTRA ENERGY CORP. And DYNEGY INC. Dated as of October 29, 2017 (October 30th, 2017)

This AGREEMENT AND PLAN OF MERGER is entered into as of October 29, 2017 (this Agreement) by and between Vistra Energy Corp., a Delaware corporation (Mavericks), and Dynegy Inc., a Delaware corporation (Rockets and, together with Mavericks, the Parties).

Andina Acquisition Corp. II – Agreement and Plan of Merger (October 30th, 2017)

THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of October 27, 2017, by and among Andina Acquisition Corp. II, a Cayman Islands exempted company ("Parent"), Andina II Holdco Corp., a Delaware corporation and wholly owned subsidiary of Parent ("Holdco"), Andina II Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Holdco ("Merger Sub"), Lazy Days' R.V. Center, Inc., a Delaware corporation (the "Company"), and, solely for purposes of Sections 8.3(a), 10.1, 10.3, 10.4(a), 10.7, 10.8, 10.9, 10.10, 10.11 (solely as Section 10.11 relates to Sections 8.3(a), 10.1, 10.3, 10.4(a), 10.7, 10.8, 10.9, 10.10, 10.11 and 10.12) and 10.12 hereof, A. Lorne Weil, an individual ("Weil"). 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 hereto (including the Company Schedule and the Parent Schedule). Each of Parent, Holdco, Merger Sub, the Company and, solely for purposes of th

Capella Education Company – October 29, 2017 [Address] Capella Education Company (Capella) Has Entered Into an Agreement and Plan of Merger (The Merger Agreement) Pursuant to Which a Wholly Owned Subsidiary of Strayer Education, Inc. (Strayer) Will Merge With and Into Capella Pursuant to Which Capella Will Become a Wholly Owned Subsidiary of Strayer. In Connection With the Merger Contemplated by the Merger Agreement (The Merger), You Will Be Offered to Continue Your Employment as a Continuing Employee Under the Merger Agreement. This Letter Agreement Reflects Certain Understandings and Agreements Regarding Certain of the (October 30th, 2017)
Investors Heritage Capital Corporation – AGREEMENT AND PLAN OF MERGER by and Among INVESTORS HERITAGE CAPITAL CORPORATION, AQUARIAN INVESTORS HERITAGE HOLDINGS LLC and AQUARIAN INVESTORS HERITAGE ACQUISITION CO. Dated as of October 27, 2017 (October 27th, 2017)

AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of October 27, 2017, by and among Investors Heritage Capital Corporation, a Kentucky corporation (the "Company"), Aquarian Investors Heritage Holdings LLC, a Delaware limited liability company ("Parent") and Aquarian Investors Heritage Acquisition Co., a Kentucky corporation and a direct, wholly owned subsidiary of Parent ("Merger Sub").