Agreement And Plan Of Merger Sample Contracts

InfraREIT, Inc. – AGREEMENT AND PLAN OF MERGER by and Among ONCOR ELECTRIC DELIVERY COMPANY LLC, 1912 MERGER SUB LLC, ONCOR T&D PARTNERS, LP, INFRAREIT, INC. And INFRAREIT PARTNERS, LP Dated as of October 18, 2018 (October 18th, 2018)
Agreement and Plan of Merger Dated as of October 18, 2018 by and Among Valero Energy Corporation, Forest Merger Sub, Llc, Valero Energy Parners Lp and Valero Energy Partners Gp Llc (October 18th, 2018)
InfraREIT, Inc. – AGREEMENT AND PLAN OF MERGER by and Among SHARYLAND UTILITIES, L.P., SHARYLAND DISTRIBUTION & TRANSMISSION SERVICES, L.L.C., and ONCOR ELECTRIC DELIVERY COMPANY LLC Dated as of October 18, 2018 (October 18th, 2018)
Valero Energy Partners Lp – Agreement and Plan of Merger Dated as of October 18, 2018 by and Among Valero Energy Corporation, Forest Merger Sub, Llc, Valero Energy Parners Lp and Valero Energy Partners Gp Llc (October 18th, 2018)
AGREEMENT AND PLAN OF MERGER by and Among SHARYLAND UTILITIES, L.P., SHARYLAND DISTRIBUTION & TRANSMISSION SERVICES, L.L.C., and ONCOR ELECTRIC DELIVERY COMPANY LLC Dated as of October 18, 2018 (October 18th, 2018)
As You Know, on October 9, 2018, Esterline Technologies Corporation (The Company) Entered Into an Agreement and Plan of Merger (As Amended, the Merger Agreement) With TransDigm Group Incorporated (TransDigm) and Thunderbird Merger Sub Inc., a Wholly Owned Subsidiary of Parent (Merger Sub), Pursuant to Which, Among Other Things, Merger Sub Will Merge With and Into the Company, With the Company Surviving as a Wholly Owned Subsidiary of TransDigm (The Merger). These FAQs Are Designed to Answer Questions You May Have Concerning Your Equity Awards and Generally How Outstanding Equity Awards Will Be (October 17th, 2018)
Integrated Surg Sys – Agreement and Plan of Merger (October 17th, 2018)

This Agreement and Plan of Merger (this "Agreement") is made and entered into as of October 12, 2018 by and among TheMaven, Inc., a Delaware corporation ("TheMaven"), SM Acquisition Co., Inc., a Delaware corporation and a wholly-owned subsidiary of TheMaven ("MergerSub"), Say Media, Inc., a Delaware corporation (the "Company"), and, solely with respect to Section 7 (to the extent set forth therein), Matt Sanchez as the Securityholder Representative (in his capacity as such, the "Securityholder Representative"). TheMaven, MergerSub and the Company are each, individually, a "Party" or, collectively, the "Parties." Certain capitalized terms used in this Agreement are defined in Exhibit A attached hereto and incorporated herein by reference.

EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Among L3 TECHNOLOGIES, INC., HARRIS CORPORATION and LEOPARD MERGER SUB INC. Dated as of October 12, 2018 052054-0169-16505-Active.27978848.6 SC1:4755315.9 (October 16th, 2018)
Agreement and Plan of Merger (October 16th, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), is made and entered into as of October 10, 2018, by and among (i) SPHERIX INCORPORATED, a Delaware corporation ("Purchaser"), (ii) SPHERIX DELAWARE MERGER SUB INC., a Delaware corporation and a wholly-owned Subsidiary of Purchaser ("Merger Sub"), (iii) CBM BIOPHARMA, INC., a Delaware corporation (the "Company") and (iv) Scott Wilfong in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Company as of immediately prior to the Effective Time in accordance with the terms and conditions of this Agreement (the "Stockholder Representative").

AGREEMENT AND PLAN OF MERGER by and Among THE ANDERSONS, INC., BRISKET MERGER SUB 1, LLC, BRISKET MERGER SUB 2, LLC, BRISKET MERGER SUB 3, LLC, LGC GROUP, INC., LANSING TRADE GROUP, LLC, And (October 16th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of October 15, 2018, is made by and among The Andersons, Inc., an Ohio corporation (the "Purchaser"), Brisket Merger Sub 1, LLC, a Delaware limited liability company and wholly-owned subsidiary of Purchaser ("Merger Sub 1"), Brisket Merger Sub 2, LLC, a Delaware limited liability company and wholly-owned subsidiary of Merger Sub 1 ("Merger Sub 2"), Brisket Merger Sub 3, LLC, a Delaware limited liability company and wholly-owned subsidiary of Purchaser ("Merger Sub 3" and, collectively with Merger Sub 1 and Merger Sub 2, the "Merger Subs"), LGC Group, Inc., a Michigan corporation ("LGC"), Lansing Trade Group, LLC, a Delaware limited liability company (the "Company"), and Sam Freitag, solely in his capacity as representative of the Sellers hereunder (the "Sellers Representative"). Each of Purchaser, Merger Sub 1, Merger Sub 2, Merger Sub 3, LGC, the Company and the Sellers Representative are sometimes referred to herein as a

AGREEMENT AND PLAN OF MERGER by and Among CAMBIUM LEARNING GROUP, INC., CAMPUS HOLDING CORP. And CAMPUS MERGER SUB INC. Dated as of October 12, 2018 (October 15th, 2018)
AGREEMENT AND PLAN OF MERGER by and Among ESTERLINE TECHNOLOGIES CORPORATION, TRANSDIGM GROUP INCORPORATED and THUNDERBIRD MERGER SUB INC. Dated as of October 9, 2018 (October 11th, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of October 9, 2018, is by and among ESTERLINE TECHNOLOGIES CORPORATION, a Delaware corporation (the "Company"), TRANSDIGM GROUP INCORPORATED, a Delaware corporation ("Parent"), and THUNDERBIRD MERGER SUB INC., a Delaware corporation ("Merger Sub" and, together with the Company and Parent, the "Parties").

First Interstate Bancsystem – AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 11, 2018 BY AND AMONG FIRST INTERSTATE BANCSYSTEM, INC. FIRST INTERSTATE BANK AND COMMUNITY 1st BANK (October 11th, 2018)

This is an Agreement and Plan of Merger, dated as of the 11th day of October, 2018, by and among First Interstate BancSystem, Inc., a Montana-chartered corporation ("Purchaser"), First Interstate Bank, a Montana-chartered bank ("Purchaser Bank"), and Community 1st Bank, an Idaho-chartered bank ("CMYF").

Agreement and Plan of Merger (October 11th, 2018)

This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment"), dated as of October 10, 2018, is by and among ESTERLINE TECHNOLOGIES CORPORATION, a Delaware corporation (the "Company"), TRANSDIGM GROUP INCORPORATED, a Delaware corporation ("Parent"), and THUNDERBIRD MERGER SUB INC., a Delaware corporation ("Merger Sub" and, together with the Company and Parent, the "Parties"). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Merger Agreement (defined below).

First Interstate Bancsystem – Agreement and Plan of Merger Dated as of October 11, 2018 by and Among First Interstate Bancsystem, Inc. First Interstate Bank and Idaho Independent Bank (October 11th, 2018)

This is an Agreement and Plan of Merger, dated as of the 11th day of October, 2018, by and among First Interstate BancSystem, Inc., a Montana-chartered corporation ("Purchaser"), First Interstate Bank, a Montana-chartered bank ("Purchaser Bank"), and Idaho Independent Bank, an Idaho-chartered bank ("IIBK").

AGREEMENT AND PLAN OF MERGER by and Among IMPERIAL PURCHASER, LLC IMPERIAL MERGER SUB, INC. And IMPERVA, INC. Dated October 10, 2018 (October 10th, 2018)
Agreement and Plan of Merger (October 10th, 2018)
Navios Maritime Midstream Partners LP – AGREEMENT AND PLAN OF MERGER Dated as of October 7, 2018 by and Among NAVIOS MARITIME ACQUISITION CORPORATION, NMA SUB LLC, NAVIOS MARITIME MIDSTREAM PARTNERS L.P., and NAVIOS MARITIME MIDSTREAM PARTNERS GP LLC (October 9th, 2018)
Navios Maritime Acquisition Corp. – AGREEMENT AND PLAN OF MERGER Dated as of October 7, 2018 by and Among NAVIOS MARITIME ACQUISITION CORPORATION, NMA SUB LLC, NAVIOS MARITIME MIDSTREAM PARTNERS L.P., and NAVIOS MARITIME MIDSTREAM PARTNERS GP LLC (October 9th, 2018)
Amendment No. 1 to Agreement and Plan of Merger (October 5th, 2018)

This Amendment No. 1, dated as of August 22, 2018 (this "Amendment"), to the Agreement and Plan of Merger, dated as of June 28, 2018 (the "Agreement") is being entered into by and between SYNNEX Corporation ("Parent"), a Delaware corporation, Delta Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of SYNNEX ("Merger Sub I"), Concentrix CVG Corporation, a Delaware corporation and a wholly owned subsidiary of SYNNEX ("Merger Sub II"), and Convergys Corporation, an Ohio corporation (the "Company"). Capitalized terms not defined herein shall have the meanings given in the Agreement.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS (***), HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. AGREEMENT AND PLAN OF MERGER by and Among EMERGENT BIOSOLUTIONS INC., PANAMA MERGER SUB, LTD., PAXVAX HOLDING COMPANY LTD., and PAXVAX SH REPRESENTATIVE LLC, as the Shareholder Representative Dated as of August 8, 2018 (October 5th, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of August 8, 2018 (this Agreement), among Emergent BioSolutions Inc., a corporation organized under the Laws of Delaware (Parent), Panama Merger Sub, Ltd., an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned indirect Subsidiary of Parent (Merger Sub), PaxVax Holding Company Ltd., an exempted company incorporated with limited liability in the Cayman Islands (the Company), and PaxVax SH Representative LLC, a limited liability company organized under the Laws of the Cayman Islands (the Shareholder Representative).

Amendment No. 1 to Agreement and Plan of Merger (October 5th, 2018)

This Amendment No. 1, dated as of August 22, 2018 (this "Amendment"), to the Agreement and Plan of Merger, dated as of June 28, 2018 (the "Agreement") is being entered into by and between SYNNEX Corporation ("Parent"), a Delaware corporation, Delta Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of SYNNEX ("Merger Sub I"), Concentrix CVG Corporation, a Delaware corporation and a wholly owned subsidiary of SYNNEX ("Merger Sub II"), and Convergys Corporation, an Ohio corporation (the "Company"). Capitalized terms not defined herein shall have the meanings given in the Agreement.

Excel Global – Agreement and Plan of Merger (October 4th, 2018)

NOW THEREFORE in consideration of the foregoing and of the representations, warranties, covenants and agreements herein contained, the Parties, intending to be legally bound, agree as follows:

Birner Dental Management Services, Inc. – Agreement and Plan of Merger (October 3rd, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of October 3, 2018, is by and among Birner Dental Management Services, Inc., a Colorado corporation (the "Company"), Mid-Atlantic Dental Services Holdings, LLC, a Delaware limited liability company ("Parent"), and Bronco Acquisition, Inc., a Delaware corporation and a Wholly Owned Subsidiary (as defined below) of Parent ("Merger Sub" and, together with the Company and Parent, the "Parties," and each, a "Party").

Willdan Group – AGREEMENT AND PLAN OF MERGER by and Among LIME ENERGY CO., WILLDAN ENERGY SOLUTIONS, LUNA STOCKHOLDER REPRESENTATIVE, LLC, as Lime Representative and LUNA FRUIT, INC. October 1, 2018 (October 3rd, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of October 1, 2018, by and among Willdan Energy Solutions, a California corporation (Parent), Luna Fruit, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (Merger Sub), Lime Energy Co., a Delaware corporation (Lime), and Luna Stockholder Representative, LLC, a Delaware limited liability company, solely in its capacity as representative of the Participating Securityholders (in such capacity, the Lime Representative).

Strategic Storage Trust II, Inc. – AGREEMENT AND PLAN OF MERGER by and Among STRATEGIC STORAGE TRUST II, INC., STRATEGIC STORAGE OPERATING PARTNERSHIP II, L.P., SST II GROWTH ACQUISITION, LLC, STRATEGIC STORAGE GROWTH TRUST, INC., and SS GROWTH OPERATING PARTNERSHIP, L.P. Dated as of October 1, 2018 (October 2nd, 2018)
Strategic Storage Growth Trust, Inc. – AGREEMENT AND PLAN OF MERGER by and Among STRATEGIC STORAGE TRUST II, INC., STRATEGIC STORAGE OPERATING PARTNERSHIP II, L.P., SST II GROWTH ACQUISITION, LLC, STRATEGIC STORAGE GROWTH TRUST, INC., and SS GROWTH OPERATING PARTNERSHIP, L.P. Dated as of October 1, 2018 (October 2nd, 2018)
Bofi Holding – AGREEMENT AND PLAN OF MERGER by and Among AXOS CLEARING, LLC, AXOS CLARITY MERGECO., INC., COR SECURITIES HOLDINGS INC., the SELLERS Set Forth on the Signature Pages Hereto, and CARLOS SALAS, Solely for Purposes of Sections 2.4, 2.5, 2.7, 2.8, 6.9 and 9.4 and Article VIII, in His Capacity as the Holder Representative Dated as of September 28, 2018 (October 1st, 2018)

Agreement and Plan of Merger ("Agreement"), dated as of September 28, 2018, by and among AXOS CLEARING, LLC, a Nevada limited liability company ("Parent"), Axos Clarity MergeCo., Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), COR Securities Holdings Inc., a Delaware corporation ("Company"), the Sellers set forth on the signature pages hereto (each, a "Seller," and collectively the "Sellers"), and Carlos Salas, an individual, solely for purposes of Sections 2.4, 2.5, 2.7, 2.8, 6.9 and 9.4 and Article VIII, in his capacity as the Holder Representative.

Marathon Petroleum Corporation – This Letter (This Letter Agreement) Is Intended to Memorialize Our Agreement Regarding the Terms of Your Employment With Marathon Petroleum Corporation (Parent) and Your Rights to Certain Compensation and Benefits Upon and Following the Closing Date (The Effective Date) of the Proposed Acquisition (The Transaction) of Andeavor (The Company) by Parent Pursuant to the Agreement and Plan of Merger, Dated as of the Date Hereof, Between the Company, Parent, Mahi Inc., a Wholly Owned Subsidiary of Parent, and Mahi LLC, a Wholly Owned Subsidiary of Parent (The Merger Agreement). In the Event That (I) (October 1st, 2018)
Bofi Holding – Guaranty of Payment and Performance of Agreement and Plan of Merger (October 1st, 2018)

WHEREAS, AXOS CLEARING, LLC, a Nevada limited liability company ("Parent"), Axos Clarity MergeCo., Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), COR Securities Holdings Inc., a Delaware corporation ("Company"), and certain additional parties set forth therein are entering into an Agreement and Plan of Merger dated as of September 28, 2018 (the "Merger Agreement" (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Merger Agreement)), which provides, among other things, for the merger of Merger Sub with and into Company on the terms and conditions set forth in the Merger Agreement; and

Editworks – Agreement and Plan of Merger (October 1st, 2018)

AGREEMENT AND PLAN OF MERGER dated as of September 5, 2018 by and between Yosen Group, Inc., a Nevada corporation ("Yosen"), and DBUB Group Inc., a Nevada corporation ("Subsidiary")

Citizens & Northern Corp – AGREEMENT AND PLAN OF MERGER BY AND BETWEEN Monument Bancorp, Inc. AND Citizens & Northern Corporation September 27, 2018 (September 28th, 2018)

This Agreement and Plan of Merger (the "Agreement"), entered into as of September 27, 2018, by and between Citizens & Northern Corporation, a Pennsylvania corporation having its administrative headquarters at 90-92 Main Street, Wellsboro, Pennsylvania 16901 ("C&N"), and Monument Bancorp, Inc., a Pennsylvania corporation having its administrative headquarters at 465 N Main Street, Doylestown, Pennsylvania 18901 ("Monument").

Cafepress.Com – AGREEMENT AND PLAN OF MERGER by and Among CAFEPRESS INC., SNAPFISH, LLC and SNAPFISH MERGER SUB, INC. Dated as of September 28, 2018 (September 28th, 2018)
Fintech Acquisition Corp. II – AGREEMENT AND PLAN OF MERGER by and Among FINTECH ACQUISITION CORP. II, FINTECH II MERGER SUB INC., FINTECH II MERGER SUB 2 LLC, INTERMEX HOLDINGS II, INC. And SPC INTERMEX REPRESENTATIVE LLC Dated as of December 19, 2017 (September 28th, 2018)

This Agreement and Plan of Merger (this "Agreement") is dated as of December 19, 2017, among FINTECH ACQUISITION CORP. II, a Delaware corporation ("Parent"), FINTECH II MERGER SUB INC., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub 1"), FINTECH II MERGER SUB 2 LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent ("Merger Sub 2," together with Merger Sub 1, the "Merger Subs" and each, a "Merger Sub"), INTERMEX HOLDINGS II, INC., a Delaware corporation ("Intermex" or the "Company"), and SPC Intermex Representative LLC, a Delaware limited liability company (the "Stockholder Representative").

Cinjet Inc – Agreement and Plan of Merger (September 26th, 2018)

Generation Alpha, inc., a Nevada corporation, having its office at 853 East Sandhill Avenue, Carson, California 90746 ("Generation Alpha")