Agreement And Plan Of Merger Sample Contracts

Sparton Corporation – AGREEMENT AND PLAN OF MERGER by and Among STRIKER PARENT 2018, LLC, STRIKER MERGER SUB 2018, INC. And SPARTON CORPORATION Dated as of December 11, 2018 (December 14th, 2018)
AGREEMENT AND PLAN OF MERGER BY AND AMONG AMAG PHARMACEUTICALS, INC. MAGELLAN MERGER SUB, INC., PEROSPHERE PHARMACEUTICALS INC. AND BRYAN E. LAULICHT, AS COMPANY EQUITYHOLDER REPRESENTATIVE Dated as of December 12, 2018 (December 13th, 2018)

This Agreement and Plan of Merger (this Agreement) is made and entered into as of December 12, 2018 by and among AMAG Pharmaceuticals, Inc., a Delaware corporation (the Buyer), Magellan Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Buyer (Merger Sub), Perosphere Pharmaceuticals Inc., a Delaware corporation (the Company), and Bryan E. Laulicht (the Company Equityholder Representative).

Avista Healthcare Public Acquisition Corp. – Agreement and Plan of Merger by and Among Organogenesis Inc. Prime Merger Sub, Llc, Nutech Medical, Inc., Howard P. Walthall, Jr., Gregory J. Yager, Kenneth L. Horton and Kenneth L. Horton, as Representative March 18, 2017 (December 11th, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement) is entered into as of March 18, 2017, by and among Organogenesis Inc., a Delaware corporation (Buyer), Prime Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Buyer (Merger Sub), Nutech Medical, Inc., an Alabama corporation (the Company), Howard P. Walthall, Jr., Gregory J. Yager, Kenneth L. Horton, the sole shareholder of the Company (the Shareholder), and Kenneth L. Horton, as the Representative. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in Section 14.1 of this Agreement. Buyer, Merger Sub, the Company, the Shareholder, the Company Payees (as defined below) and the Representative are referred to herein collectively as the Parties and, individually, as a Party.

Berkshire Hills Bancorp, Inc. – Agreement and Plan of Merger (December 11th, 2018)

This is an Agreement and Plan of Merger, dated as of the 11th day of December, 2018 ("Agreement"), by and between Berkshire Hills Bancorp, Inc., a Delaware corporation ("Purchaser"), and SI Financial Group, Inc., a Maryland corporation (the "Company").

Mobiquity Technologies, Inc. – Agreement and Plan of Merger (December 11th, 2018)

This Agreement and Plan of Merger (this "Agreement"), dated as of November 20th, 2018 is entered into by and among MOBIQUITY TECHNOLOGIES, INC., a New York corporation ("Mobiquity"), GLEN EAGLES ACQUISITION LP, a Delaware limited partnership ("GEAL"), AVNG ACQUISITION SUB, LLC, a Delaware limited liability company ("Merger Sub"), ADVANGELISTS, LLC, a Delaware limited liability company ("Company"), and DEEPANKAR KATYAL solely in his capacity as Member Representative ("Member Representative"). Mobiquity and GEAL are sometimes collectively or each individually referred to as "Parent" as the context requires.

SI Financial Group, Inc. – Agreement and Plan of Merger (December 11th, 2018)

This is an Agreement and Plan of Merger, dated as of the 11th day of December, 2018 ("Agreement"), by and between Berkshire Hills Bancorp, Inc., a Delaware corporation ("Purchaser"), and SI Financial Group, Inc., a Maryland corporation (the "Company").

Industrea Acquisition Corp. – Amendment No. 2 to Agreement and Plan of Merger (December 10th, 2018)

THIS AMENDMENT NO. 2 to the Agreement and Plan of Merger, dated as of November 16, 2018 (this "Amendment No. 2"), is entered into by and among Concrete Pumping Holdings Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Industrea ("Newco"), Industrea Acquisition Corp., a Delaware corporation ("Industrea"), Concrete Pumping Intermediate Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Newco ("Concrete Parent"), Concrete Pumping Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Concrete Parent ("Concrete Merger Sub"), Industrea Acquisition Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Newco ("Industrea Merger Sub"), Concrete Pumping Holdings, Inc., a Delaware corporation (the "Company"), and PGP Investors, LLC, a Delaware limited liability company, solely in its capacity as the initial Holder Representative (together with Newco, Industrea, Concrete Parent, Concrete Merger Sub, Industrea Merg

BayCom Corp – AGREEMENT AND PLAN OF MERGER by and Between BAYCOM CORP and UNITI FINANCIAL CORPORATION Dated as of December 7, 2018 (December 10th, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of December 7, 2018 (this "Agreement"), by and between BayCom Corp, a California corporation ("BayCom"), and Uniti Financial Corporation, a California corporation ("Uniti", and together with BayCom, the "Parties").

Agreement and Plan of Merger (December 10th, 2018)

THIS AGREEMENT AND PLAN OF MERGER, dated as of December 9, 2018 (this "Agreement"), is by and among Tivity Health, Inc., a Delaware corporation ("Parent"), Sweet Acquisition, Inc., a newly formed Delaware corporation and a direct, wholly-owned Subsidiary of Parent ("Merger Sub"), and Nutrisystem, Inc., a Delaware corporation (the "Company"). The Company, Parent and Merger Sub may be referred to herein as a "party" and collectively as the "parties."

Industrea Acquisition Corp. – Amendment No. 1 to Agreement and Plan of Merger (December 10th, 2018)

THIS AMENDMENT NO. 1 to the Agreement and Plan of Merger, dated as of October 30, 2018 (this "Amendment"), is entered into by and among Concrete Pumping Holdings Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Industrea ("Newco"), Industrea Acquisition Corp., a Delaware corporation ("Industrea"), Concrete Pumping Intermediate Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Newco ("Concrete Parent"), Concrete Pumping Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Concrete Parent ("Concrete Merger Sub"), Industrea Acquisition Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Newco ("Industrea Merger Sub"), Concrete Pumping Holdings, Inc., a Delaware corporation (the "Company"), and PGP Investors, LLC, a Delaware limited liability company, solely in its capacity as the initial Holder Representative (together with Newco, Industrea, Concrete Parent, Concrete Merger Sub, Industrea Merger Sub

Agreement and Plan of Merger Dated as of December 9, 2018 by and Among Tivity Health, Inc. Sweet Acquisition, Inc. And Nutrisystem, Inc. (December 10th, 2018)
Travelport Worldwide LTD – Agreement and Plan of Merger (December 10th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of December 9, 2018, by and among Toro Private Holdings III, Ltd., a private limited company organized under the laws of England and Wales ("Parent"), following the execution of the Joinder, Toro Private Holdings IV, Ltd., a Bermuda exempted company and a wholly owned subsidiary of Parent ("Merger Sub"), and Travelport Worldwide Limited, a Bermuda exempted company (the "Company"). Each of Parent, Merger Sub and the Company are sometimes referred to as a "Party." All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.

Pocket Shot Co – Agreement and Plan of Merger (December 6th, 2018)

This Agreement and Plan of Merger ("Agreement") is made and entered into as of December 4, 2018 (the "Effective Date"), by and among The Pocket Shot Company, a Colorado corporation, with its principal office at 32950 Inverness Drive, Evergreen, Colorado 80439 ("Pocket Shot"), Pure Harvest Cannabis Producers Inc., a Nevada corporation, formerly known as Pure Harvest Cannabis Producers, Inc., with its principal office at 1 East Liberty, Suite 600, Reno, Nevada 89501 ("Pure Harvest Cannabis Producers"), and Pure Harvest Cannabis Producers Acquisition Corp., a newly-formed wholly-owned subsidiary of Pocket Shot, domiciled in Colorado ("Acquisition Sub"). Each of Pocket Shot, Pure Harvest Cannabis Producers and Acquisition Sub is referred to herein individually as a "Party", or collectively as the "Parties".

To Agreement and Plan of Merger (December 4th, 2018)

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this "Amendment"), dated as of November 29, 2018, by and among DBM Global Inc., a Delaware corporation ("Buyer"), DBM Merger Sub, Inc., a Delaware corporation, and a wholly owned subsidiary of Buyer ("Merger Sub"), CB-Horn Holdings, Inc., a Delaware corporation (the "Company"), and Charlesbank Equity Fund VI, Limited Partnership, a Massachusetts limited partnership, solely in its capacity as representative for the Company's securityholders (the "Stockholders' Representative").

Agreement and Plan of Merger by and Among Dbm Global Inc., Dbm Merger Sub, Inc., Cb-Horn Holdings, Inc., and Charlesbank Equity Fund Vi, Limited Partnership, as Stockholders' Representative (December 4th, 2018)

AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of October 10, 2018, by and among DBM Global Inc., a Delaware corporation ("Buyer"), DBM Merger Sub, Inc., a Delaware corporation, and a wholly owned subsidiary of Buyer ("Merger Sub"), CB-Horn Holdings, Inc., a Delaware corporation (the "Company"), and Charlesbank Equity Fund VI, Limited Partnership, a Massachusetts limited partnership, solely in its capacity as representative for the Company's securityholders (the "Stockholders' Representative").

Level Brands, Inc. – AGREEMENT AND PLAN OF MERGER by and Among LEVEL BRANDS, INC., ACQCO, LLC, cbdMD LLC, and CURE BASED DEVELOPMENT, LLC. Dated as of December 3, 2018 (December 4th, 2018)

THIS AGREEMENT AND PLAN OF MERGER, dated as of December 3, 2018 (this "Agreement"), is by and among LEVEL BRANDS, INC., a North Carolina corporation (the "Parent"), ACQCO, LLC, a North Carolina limited liability company and a wholly owned subsidiary of the Parent ("Merger Sub"), cbdMD LLC, a North Carolina limited liability company and wholly owned subsidiary of the Parent ("Sub LLC") and CURE BASED DEVELOPMENT, LLC, a Nevada limited liability company (the "Company").

IMAC Holdings, Inc. – Agreement and Plan of Merger (December 3rd, 2018)

AGREEMENT AND PLAN OF MERGER ("Agreement"), dated as of June 29, 2018, by and between IMAC Management Services LLC, a Kentucky limited liability company ("Acquiror"), and Clinic Management Associates of KY LLC, a Kentucky limited liability company (the "Company").

Carbon Sciences, Inc. – Agreement and Plan of Merger (December 3rd, 2018)

This Agreement and Plan of Merger (the "Agreement") is made and entered into as of November 30, 2018 by and among EllisLab, Inc., an Oregon corporation ("EllisLab" or the "Seller"), Rick Ellis ("EllisLab Shareholder"), Digital Locations, Inc., a Nevada corporation (the "Buyer" or "Company"), and EllisLab Corp., a Nevada corporation ("Merger Sub"). The Seller, EllisLab Shareholder, Buyer, and Merger Sub are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

Nevada Gold & Casinos, Inc. – Amendment No. 1 to Agreement and Plan of Merger (November 30th, 2018)

This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this "Amendment"), dated as of November 29, 2018, by and among Nevada Gold & Casinos, Inc., a Nevada corporation (the "Company"), Maverick Casinos LLC, a Nevada limited liability company ("Parent"), and Maverick Casinos Merger Sub, Inc., a Nevada corporation and wholly owned Subsidiary of Parent ("Merger Sub" and collectively with the Company and Parent, the "Parties").

People's United Financial – AGREEMENT AND PLAN OF MERGER by and Between BSB BANCORP, INC. And PEOPLES UNITED FINANCIAL, INC. Dated as of November 26, 2018 (November 29th, 2018)
Amendment No. 1 to Agreement and Plan of Merger (November 29th, 2018)
Agreement and Plan of Merger (November 28th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of November 27, 2018, by and among AquaMed Technologies, Inc., a Delaware corporation ("Parent"), AQ TOP, LLC, a Delaware limited liability company and wholly owned subsidiary of the Parent ("Merger Sub"), and TO Pharmaceuticals LLC, a Delaware limited liability company (the "Company"). Capitalized terms not otherwise defined in this Agreement shall have the respective meanings ascribed to them in Exhibit A.

Golub Capital Investment Corp – Agreement and Plan of Merger (November 28th, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of November 27, 2018 (this "Agreement"), among Golub Capital Investment Corporation, a Maryland corporation ("GCIC"), Golub Capital BDC, Inc., a Delaware corporation ("GBDC"), Fifth Ave Subsidiary Inc., a Maryland corporation and wholly-owned direct Consolidated Subsidiary of GBDC ("Merger Sub"), GC Advisors LLC, a Delaware limited liability company ("GC Advisors") and, solely for purposes of Section 1.9, Golub Capital LLC.

Agreement and Plan of Merger (November 28th, 2018)
Golub Capital BDC, Inc. – Agreement and Plan of Merger (November 28th, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of November 27, 2018 (this "Agreement"), among Golub Capital Investment Corporation, a Maryland corporation ("GCIC"), Golub Capital BDC, Inc., a Delaware corporation ("GBDC"), Fifth Ave Subsidiary Inc., a Maryland corporation and wholly-owned direct Consolidated Subsidiary of GBDC ("Merger Sub"), GC Advisors LLC, a Delaware limited liability company ("GC Advisors") and, solely for purposes of Section 1.9, Golub Capital LLC.

Agreement and Plan of Merger Dated as of November 26, 2018 by and Among Dominion Energy, Inc., Tredegar Street Merger Sub, Llc, Dominion Energy Midstream Partners, Lp, and Dominion Energy Midstream Gp, Llc (November 27th, 2018)
Arsanis, Inc. – AGREEMENT AND PLAN OF MERGER by and Among Arsanis, Inc., Artemis AC Corp., and X4 Pharmaceuticals, Inc. Dated as of November 26, 2018 (November 27th, 2018)
AGREEMENT AND PLAN OF MERGER BY AND AMONG FORRESTER RESEARCH, INC., SUPERNOVA ACQUISITION CORP., SIRIUSDECISIONS, INC. THE FOUNDER STOCKHOLDERS NAMED HEREIN AND FORTIS ADVISORS LLC AS STOCKHOLDER REPRESENTATIVE DATED AS OF November 26, 2018 (November 27th, 2018)
Dominion Midstream Partners, LP – Agreement and Plan of Merger Dated as of November 26, 2018 by and Among Dominion Energy, Inc., Tredegar Street Merger Sub, Llc, Dominion Energy Midstream Partners, Lp, and Dominion Energy Midstream Gp, Llc (November 27th, 2018)
National Commerce Corp – Agreement and Plan of Merger (November 26th, 2018)

This Agreement and Plan of Merger (this "Agreement") is dated as of November 23, 2018, by and between CenterState Bank Corporation, a Florida corporation ("CenterState"), and National Commerce Corporation, a Delaware corporation ("NCC" and, together with CenterState, the "Parties" and each a "Party").

Centerstate Banks of Florida, Inc. – Agreement and Plan of Merger (November 26th, 2018)

This Agreement and Plan of Merger (this "Agreement") is dated as of November 23, 2018, by and between CenterState Bank Corporation, a Florida corporation ("CenterState"), and National Commerce Corporation, a Delaware corporation ("NCC" and, together with CenterState, the "Parties" and each a "Party").

Reference Is Made to the Agreement and Plan of Merger, Dated as of March 8, 2018, as Amended by Amendment No. 1, Dated as of June 27, 2018 (As It May Be Amended From Time to Time, the Merger Agreement), by and Among Cigna Corporation, a Delaware Corporation (Cigna), Express Scripts Holding Company, a Delaware Corporation (Express Scripts), Halfmoon Parent, Inc., a Delaware Corporation and a Direct Wholly Owned Subsidiary of Cigna (Holdco), Halfmoon I, Inc., a Delaware Corporation and a Direct Wholly Owned Subsidiary of Holdco, and Halfmoon II, Inc., a Delaware Corporation and a Direct Wholly O (November 21st, 2018)
Washington Gas Light Co – July 9, 2018 Luanne Gutermuth by Hand Delivery Dear Luanne: As You Are Aware, AltaGas Ltd. ("AltaGas"), WGL Holdings, Inc. ("WGL") and Wrangler Inc. Previously Entered Into That Certain Agreement and Plan of Merger Dated as of January 25, 2017 (The "Merger Agreement"), and the Transactions Contemplated Under the Merger Agreement Closed on July 6, 2018 (The "Closing Date"). We Greatly Value Your Dedication and Contributions to the Success of WGL and Its Affiliates, Including Washington Gas Light Company (The "Company"), and Would Like for You to Continue Making Valuable Contributions Going Forw (November 20th, 2018)
Washington Gas Light Co – Privileged & Confidential July 5, 2018 Adrian Chapman by Hand Delivery Dear Adrian: As You Are Aware, AltaGas Ltd. ("AltaGas"), WGL Holdings, Inc. ("WGL") and Wrangler Inc. Have Entered Into That Certain Agreement and Plan of Merger Dated as of January 25, 2017 (The "Merger Agreement"). We Greatly Value Your Dedication and Contributions to the Success of WGL and Its Affiliates, Including Washington Gas Light Company (The "Company"), and Would Like for You to Continue Making Valuable Contributions Going Forward. Therefore, Subject to the Consummation of the Transactions Contemplated by the Merg (November 20th, 2018)
Resolute Energy Corp. – AGREEMENT AND PLAN OF MERGER by and Among CIMAREX ENERGY CO., CR SUB 1 INC., CR SUB 2 LLC and RESOLUTE ENERGY CORPORATION Dated as of November 18, 2018 (November 20th, 2018)