Agreement And Plan Of Merger Sample Contracts

Avista Healthcare Public Acquisition Corp. – AGREEMENT AND PLAN OF MERGER BY AND AMONG AVISTA HEALTHCARE PUBLIC ACQUISITION CORP., AVISTA HEALTHCARE MERGER SUB, INC., and ORGANOGENESIS INC. DATED AS OF AUGUST 17, 2018 (August 17th, 2018)

THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of August 17, 2018, by and among Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (Parent), Avista Healthcare Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (Merger Sub), and Organogenesis Inc., a Delaware corporation (the Company). Each of the Company, Parent and Merger Sub 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 hereto (including the Company Disclosure Letter and the Parent Disclosure Letter, as defined herein). Defined terms used in this Agreement are listed alphabetically in Schedule A, together with the section and, if applicable, subsection in which the definition of each such term is located.

AGREEMENT AND PLAN OF MERGER by and Among KMG CHEMICALS, INC., CABOT MICROELECTRONICS CORPORATION, and COBALT MERGER SUB CORPORATION Dated as of August 14, 2018 (August 17th, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of August 14, 2018, is by and among KMG Chemicals, Inc., a Texas corporation (the "Company"), Cabot Microelectronics Corporation, a Delaware corporation ("Parent"), and Cobalt Merger Sub Corporation, a Texas corporation and wholly owned subsidiary of Parent ("Merger Sub"). Parent, Merger Sub and the Company are each sometimes referred to herein as a "Party" and collectively as the "Parties."

AGREEMENT AND PLAN OF MERGER by and Among KMG CHEMICALS, INC., CABOT MICROELECTRONICS CORPORATION, and COBALT MERGER SUB CORPORATION Dated as of August 14, 2018 (August 17th, 2018)
Medley Capital Corp – Agreement and Plan of Merger (August 15th, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of August 9, 2018 (this "Agreement"), by and between Medley Capital Corporation, a Delaware corporation ("MCC"), and Sierra Income Corporation, a Maryland corporation ("SIC").

Sierra Income Corp – Agreement and Plan of Merger (August 15th, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of August 9, 2018 (this "Agreement"), by and between Medley Capital Corporation, a Delaware corporation ("MCC"), and Sierra Income Corporation, a Maryland corporation ("SIC").

Agreement and Plan of Merger (August 15th, 2018)
Depomed – Agreement and Plan of Merger of Assertio Therapeutics, Inc. A Delaware Corporation, and Depomed, Inc., a California Corporation (August 15th, 2018)

This AGREEMENT AND PLAN OF MERGER, dated as of August 10, 2018 (the Merger Agreement), is made by and between Assertio Therapeutics, Inc., a Delaware corporation (Depomed-Delaware), and Depomed, Inc., a California corporation (Depomed-California). Depomed-Delaware and Depomed-California are referred to herein as the Constituent Corporations. Depomed-Delaware is a wholly-owned subsidiary of Depomed-California.

Diamondback Energy Inc. – Agreement and Plan of Merger (August 15th, 2018)
Medley Management Inc. – Agreement and Plan of Merger (August 15th, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of August 9, 2018 (this "Agreement"), by and among Medley Management Inc., a Delaware corporation ("MDLY"), Sierra Income Corporation, a Maryland corporation ("SIC") and Sierra Management, Inc., a Delaware corporation and wholly-owned subsidiary of SIC ("Merger Sub").

Sierra Income Corp – Agreement and Plan of Merger (August 15th, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of August 9, 2018 (this "Agreement"), by and among Medley Management Inc., a Delaware corporation ("MDLY"), Sierra Income Corporation, a Maryland corporation ("SIC") and Sierra Management, Inc., a Delaware corporation and wholly-owned subsidiary of SIC ("Merger Sub").

Federal Street Acquisition Corp. – AGREEMENT AND PLAN OF MERGER* BY AND AMONG FEDERAL STREET ACQUISITION CORP., AGILITI, INC., UMPIRE SPAC MERGER SUB, INC., UMPIRE EQUITY MERGER SUB, INC., UMPIRE CASH MERGER SUB, INC., UHS HOLDCO, INC., IPC/UHS CO-INVESTMENT PARTNERS, L.P. (Solely in Its Capacity as a Majority Stockholder), and IPC/UHS, L.P. (Solely in Its Capacity as a Majority Stockholder and as the Stockholders Representative), Dated as of August 13, 2018 (August 14th, 2018)

This AGREEMENT AND PLAN OF MERGER, dated August 13, 2018 (this Agreement), is made and entered into by and among FEDERAL STREET ACQUISITION CORP., a Delaware corporation (Parent), AGILITI, INC., a Delaware corporation and a wholly-owned Subsidiary of Parent (PubCo), UMPIRE SPAC MERGER SUB, INC., a Delaware corporation and a wholly-owned Subsidiary of PubCo (Parent Merger Sub), UMPIRE EQUITY MERGER SUB, INC., a Delaware corporation and a wholly-owned Subsidiary of PubCo (Company Equity Merger Sub), UMPIRE CASH MERGER SUB, INC., a Delaware corporation and a wholly-owned Subsidiary of Parent Merger Sub (Company Cash Merger Sub and together with Company Equity Merger Sub, the Company Merger Subs, the Company Merger Subs collectively with Parent Merger Sub, the Merger Subs, and the Merger Subs together with PubCo and Parent, the Parent Parties), UHS HOLDCO, INC., a Delaware corporation (the Company), solely in their capacities as the Majority Stockholders, IPC/UHS, L.P (IPC), and IPC/UHS Co

BayCom Corp – Agreement and Plan of Merger Dated as of August 10, 2018 by and Among Baycom Corp, Bc Merger Company, United Business Bank, Bethlehem Financial Corporation and My Bank (August 13th, 2018)

This Agreement and Plan of Merger, dated as of August 10, 2018, by and among BayCom Corp, a California corporation ("BCML"), BC Merger Company, a New Mexico corporation and wholly-owned subsidiary of BCML ("Merger Sub"), and United Business Bank, a California state-chartered banking corporation and wholly-owned subsidiary of BCML ("UBB"), on the one hand and Bethlehem Financial Corporation, a New Mexico corporation ("BFC"), and My Bank, a New Mexico state-chartered banking corporation and wholly-owned subsidiary of BFC ("BANK"), on the other hand, is entered into with respect to the following:

Cerulean Pharma Inc. – Agreement and Plan of Merger (August 13th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is dated as of April 30, 2018, by and among Dare Bioscience, Inc., a Delaware corporation ("Parent"), Dare Merger Sub, Inc., a Delaware corporation ("Merger Sub"), Pear Tree Pharmaceuticals, Inc., a Delaware corporation (the "Company") and Fred Mermelstein and Stephen C. Rocamboli, as Holders' Representatives. Each of Parent, Merger Sub, the Company and Holders' Representatives may be individually referred to herein as a "Party" and collectively referred to herein as the "Parties."

AGREEMENT AND PLAN OF MERGER by and Among THE DUN & BRADSTREET CORPORATION, STAR PARENT, L.P. And STAR MERGER SUB, INC. Dated as of August 8, 2018 (August 9th, 2018)
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Among: OvaScience, Inc., a Delaware Corporation; Orion Merger Sub, Inc., a Delaware Corporation; And Millendo Therapeutics, Inc., a Delaware Corporation Dated as of August 8, 2018 (August 9th, 2018)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this Agreement) is made and entered into as of August 8, 2018, by and among OVASCIENCE, INC., a Delaware corporation (Orion); ORION MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Orion (Merger Sub), and MILLENDO THERAPEUTICS, INC., a Delaware corporation (the Company). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Q2 Holdings, Inc. – Agreement and Plan of Merger by and Among Q2 Software, Inc. Montana Merger Subsidiary, Inc. Cloud Lending, Inc. And Fortis Advisors Llc, as Equityholder Representative August 6, 2018 (August 8th, 2018)
AGREEMENT AND PLAN OF MERGER Dated as of August 1, 2018 by and Among FOCUS BRANDS INC., JAY MERGER SUB INC. And JAMBA, INC. (August 2nd, 2018)

THIS AGREEMENT AND PLAN OF MERGER dated as of August 1, 2018 (this Agreement), by and among Focus Brands Inc., a Delaware corporation (Parent), Jay Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (Merger Sub), and Jamba, Inc., a Delaware corporation (the Company). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Agreement and Plan of Merger (August 1st, 2018)
Orient Paper – AGREEMENT AND PLAN OF MERGER Between Orient Paper, Inc. (A Nevada Corporation) and IT Tech Packaging, Inc. (A Nevada Corporation) Dated as of July 19, 2018 AGREEMENT AND PLAN OF MERGER (August 1st, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of July 19, 2018, between Orient Paper, Inc., a Nevada corporation ("Parent"), and IT Tech Packaging, Inc., 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."

Sonus Networks, Inc. – AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 24, 2018 BY AND AMONG RIBBON COMMUNICATIONS INC., KANSAS MERGER SUB, INC., EDGEWATER NETWORKS, INC. And SHAREHOLDER REPRESENTATIVE SERVICES LLC (August 1st, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of June 24, 2018, is entered into by and among Ribbon Communications Inc., a Delaware corporation ("Buyer"), Kansas Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Buyer ("Merger Sub"), Edgewater Networks, Inc., a Delaware corporation (the "Company") and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the initial Holder Representative hereunder.

Termination of Agreement and Plan of Merger (August 1st, 2018)

THIS TERMINATION OF AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of this 31st day of July, 2018, by and between Globalstar, Inc., a Delaware corporation ("Parent"), and Thermo Development, Inc., in its capacity as the representative of the Stockholders (the "Stockholders' Representative"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

Sysorex Global Holdings Corp. – Agreement and Plan of Merger (July 31st, 2018)

This Agreement and Plan of Merger (this "Agreement") is entered into between Sysorex, Inc., a Nevada corporation ("Sysorex"), and Inpixon USA, a California corporation.

Docusign Inc – AGREEMENT AND PLAN OF MERGER by and Among DOCUSIGN, INC., SPARROW MERGER SUB, INC., SPRINGCM INC., AND TF CORPORATE SERVICES LLC as Stockholders Representative July 31, 2018 (July 31st, 2018)
Northwest Indiana Bancorp – Agreement and Plan of Merger by and Among Northwest Indiana Bancorp and Ajs Bancorp Inc. (July 31st, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is dated to be effective as of the 30th day of July, 2018, by and between NORTHWEST INDIANA BANCORP, an Indiana corporation (NWIN), and AJS BANCORP, INC., a Maryland corporation (AJSB).

Forest City Realty Trust, Inc. – AGREEMENT AND PLAN OF MERGER by and Among FOREST CITY REALTY TRUST, INC., ANTLIA HOLDINGS LLC, and ANTLIA MERGER SUB INC. Dated as of July 30, 2018 (July 31st, 2018)
Linn Energy – Agreement and Plan of Merger (July 26th, 2018)

This Agreement and Plan of Merger (this Agreement) is entered into as of July 25, 2018, by and among Linn Energy, Inc., a Delaware corporation (Linn), New LINN Inc., a Delaware corporation and wholly owned subsidiary of Linn (New Linn), and Linn Merger Sub #1, LLC, a Delaware limited liability company and wholly owned subsidiary of New Linn (Merger Sub). Linn, New Linn and Merger Sub are sometimes collectively referred to in this Agreement as the Constituent Companies.

AGREEMENT AND PLAN OF MERGER by and Among IMPERVA, INC., a Delaware Corporation, PAHLMEYER ACQUISITION SUB, INC., a Delaware Corporation, PREVOTY, INC., a Delaware Corporation, and Fortis Advisors LLC as the Securityholders Agent Dated as of July 25, 2018 (July 26th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of July 25, 2018 (the Agreement Date), by and among Imperva, Inc., a Delaware corporation (Acquirer), Pahlmeyer Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Acquirer (Merger Sub), Prevoty, Inc., a Delaware corporation (the Company), and Fortis Advisors LLC, a Delaware limited liability company, as the stockholders agent (the Securityholders Agent). Certain other capitalized terms used herein are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER BY AND AMONG ALERIS CORPORATION, NOVELIS INC., NOVELIS ACQUISITIONS LLC AND OCM OPPORTUNITIES ALS HOLDINGS, L.P. (Solely in Its Capacity as the Stockholders Representative Under This Agreement) (July 26th, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of July 26, 2018, is by and among (i) NOVELIS INC., a corporation organized under the laws of Canada ("Parent"), (ii) NOVELIS ACQUISITIONS LLC, a Delaware limited liability company and an indirect, wholly-owned Subsidiary of Parent ("Merger Sub"), (iii) ALERIS CORPORATION, a Delaware corporation (the "Company"), and (iv) OCM OPPORTUNITIES ALS HOLDINGS, L.P., a Delaware limited partnership, solely as representative for the Stockholders, the Optionholders and the RSU Holders ("Stockholders Representative").

AGREEMENT AND PLAN OF MERGER by and Among SUPERVALU INC., SUPERVALU ENTERPRISES, INC., UNITED NATURAL FOODS, INC. And JEDI MERGER SUB, INC. Dated as of July 25, 2018 (July 26th, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of July 25, 2018, is by and among SUPERVALU INC., a Delaware corporation (SUPERVALU), SUPERVALU Enterprises, Inc., a Delaware corporation and a Wholly Owned Subsidiary of SUPERVALU (SUPERVALU Enterprises), United Natural Foods, Inc., a Delaware corporation (Parent), and Jedi Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub, and, together with SUPERVALU, SUPERVALU Enterprises and Parent, the Parties, and each, a Party).

AGREEMENT AND PLAN OF MERGER by and Among SUPERVALU INC., SUPERVALU ENTERPRISES, INC., UNITED NATURAL FOODS, INC. And JEDI MERGER SUB, INC. Dated as of July 25, 2018 (July 26th, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of July 25, 2018, is by and among SUPERVALU INC., a Delaware corporation ("SUPERVALU"), SUPERVALU Enterprises, Inc., a Delaware corporation and a Wholly Owned Subsidiary of SUPERVALU ("SUPERVALU Enterprises"), United Natural Foods, Inc., a Delaware corporation ("Parent"), and Jedi Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub," and, together with SUPERVALU, SUPERVALU Enterprises and Parent, the "Parties," and each, a "Party").

AGREEMENT AND PLAN OF MERGER by and Between SUMMIT FINANCIAL GROUP, INC. And PEOPLES BANKSHARES, INC. Dated as of July 24, 2018 (July 24th, 2018)

THIS AGREEMENT AND PLAN OF MERGER, dated as of July 24, 2018 (this "Agreement"), is entered into between SUMMIT FINANCIAL GROUP, INC., a West Virginia corporation ("Summit"), and PEOPLES BANKSHARES, INC., a West Virginia corporation ("Peoples"). Summit and Peoples are sometimes referred to herein collectively as the "Parties" and individually as a "Party."

AGREEMENT AND PLAN OF MERGER by and Among SYNTEL, INC., ATOS S.E. And GREEN MERGER SUB INC. Dated as of July 20, 2018 (July 23rd, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of July 20, 2018, is entered into by and among Syntel, Inc., a Michigan corporation (the Company), Atos S.E., a societe europeenne (European company) organized under the laws of France (Parent), and Green Merger Sub Inc., a Michigan corporation and a Wholly Owned Subsidiary of Parent (Merger Sub and, together with the Company and Parent, the Parties and each, a Party).

Independence Contract Drilling, Inc. – STOCKHOLDERS' AGREEMENT This Stockholders' Agreement, Dated as of July 18, 2018 (As It May Be Amended From Time to Time, This "Agreement"), Is Made by and Between Independence Contract Drilling, Inc., a Delaware Corporation (The "Company"), and Each of the Persons Named on Schedule I (The "Member Parties"). R E C I T a L S WHEREAS, the Company, Patriot Saratoga Merger Sub, LLC, a Delaware Limited Liability Company ("Merger Sub"), Sidewinder Drilling LLC, a Delaware Limited Liability Company ("Sidewinder"), and the Members Representative Have Entered Into That Certain Agreement and Plan of Merg (July 19th, 2018)
Independence Contract Drilling, Inc. – EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and Among INDEPENDENCE CONTRACT DRILLING, INC., PATRIOT SARATOGA MERGER SUB, LLC, SIDEWINDER DRILLING LLC, and MSD Credit Opportunity Master Fund, L.P., in Its Capacity as Members' Representative, Dated as of July 18, 2018 DB1/ 97944280.20 (July 19th, 2018)
Independence Contract Drilling, Inc. – EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and Among INDEPENDENCE CONTRACT DRILLING, INC., PATRIOT SARATOGA MERGER SUB, LLC, SIDEWINDER DRILLING LLC, and MSD Credit Opportunity Master Fund, L.P., in Its Capacity as Members' Representative, Dated as of July 18, 2018 DB1/ 97944280.20 (July 19th, 2018)