Agreement And Plan Of Merger Sample Contracts

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Brookline Bancorp, Inc. – AGREEMENT AND PLAN OF MERGER by and Between BROOKLINE BANCORP, INC. BROOKLINE BANK and FIRST COMMONS BANK, N.A. Dated as of September 20, 2017 (September 21st, 2017)

AGREEMENT AND PLAN OF MERGER, dated as of September 20, 2017 (this Agreement), by and among Brookline Bancorp, Inc., a Delaware corporation (Buyer), Brookline Bank, a Massachusetts savings bank of which Buyer is the sole stockholder (Buyer Bank), and First Commons Bank, N.A., a national banking association (the Company).

AGREEMENT AND PLAN OF MERGER by and Among KURARAY CO., LTD., KURARAY HOLDINGS U.S.A., INC., KJ MERGER SUB, INC. And CALGON CARBON CORPORATION Dated as of SEPTEMBER 21, 2017 (September 21st, 2017)

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of September 21, 2017, by and among Kuraray Co., Ltd., a company organized under the laws of Japan (Kuraray), Kuraray Holdings U.S.A., Inc., a Delaware corporation (Parent), KJ Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (Merger Sub), and Calgon Carbon Corporation, a Delaware corporation (the Company).

Agreement and Plan of Merger Dated as of September 18, 2017 by and Among Post Holdings, Inc., Haystack Corporation and Bob Evans Farms, Inc. (September 19th, 2017)

THIS AGREEMENT AND PLAN OF MERGER, dated as of September 18, 2017 (this Agreement), is by and among POST HOLDINGS, INC., a Missouri corporation (Parent), HAYSTACK CORPORATION, a Delaware corporation and a wholly-owned Subsidiary of Parent (Merger Sub), and BOB EVANS FARMS, INC., a Delaware corporation (the Company).

Post Holdings, Inc. – Agreement and Plan of Merger Dated as of September 18, 2017 by and Among Post Holdings, Inc., Haystack Corporation and Bob Evans Farms, Inc. (September 19th, 2017)

THIS AGREEMENT AND PLAN OF MERGER, dated as of September 18, 2017 (this Agreement), is by and among POST HOLDINGS, INC., a Missouri corporation (Parent), HAYSTACK CORPORATION, a Delaware corporation and a wholly-owned Subsidiary of Parent (Merger Sub), and BOB EVANS FARMS, INC., a Delaware corporation (the Company).

AGREEMENT AND PLAN OF MERGER Dated as of September 17, 2017 by and Among ITRON, INC., IVORY MERGER SUB, INC. And SILVER SPRING NETWORKS, INC. (September 18th, 2017)

This Agreement and Plan of Merger is made and entered into as of September 17, 2017 (the Agreement Date) (as amended, restated, modified or supplemented from time to time, this Agreement), among Itron, Inc., an entity formed under the laws of the State of Washington (Parent), Ivory Merger Sub, Inc., a corporation organized under the laws of the State of Delaware as a direct or indirect, wholly-owned Subsidiary of Parent (Acquisition Sub) and Silver Spring Networks, Inc., a Delaware corporation (the Company). Certain capitalized terms used in this Agreement are defined in Article I.

Agreement and Plan of Merger (September 18th, 2017)

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of September 18, 2017, is entered into between Scientific Games Corporation, a Delaware corporation (the "Company"), and SG Nevada Merger Company, a Nevada corporation and a wholly owned subsidiary of the Company ("NewCo").

AGREEMENT AND PLAN OF MERGER Dated as of September 17, 2017 by and Among ITRON, INC., IVORY MERGER SUB, INC. And SILVER SPRING NETWORKS, INC. (September 18th, 2017)

This Agreement and Plan of Merger is made and entered into as of September 17, 2017 (the Agreement Date) (as amended, restated, modified or supplemented from time to time, this Agreement), among Itron, Inc., an entity formed under the laws of the State of Washington (Parent), Ivory Merger Sub, Inc., a corporation organized under the laws of the State of Delaware as a direct or indirect, wholly-owned Subsidiary of Parent (Acquisition Sub) and Silver Spring Networks, Inc., a Delaware corporation (the Company). Certain capitalized terms used in this Agreement are defined in Article I.

ResortHealthcare – Agreement and Plan of Merger (September 15th, 2017)

This Agreement and Plan of Merger (this "Agreement") is entered into as of September 7, 2017 by and among TELEHEALTHCARE, INC., a publicly-owned Wyoming corporation (the "Company"), HT ACQUISITION CORP., North Carolina corporation ("Acquisition"), and HEADTRAINER, INC., a North Carolina corporation ("HT"). The Company, Acquisition and HT are sometimes hereinafter collectively referred to as the "Parties" and individually as a "Party."

InfoSonics – Amendment No. 1 to Agreement and Plan of Merger (September 15th, 2017)

THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of September 14, 2017 (this "Amendment"), is made by and among by and among Cooltech Holding Corp., a Nevada corporation (the "Company"), InfoSonics Corporation, a Maryland corporation ("Parent"), and InfoSonics Acquisition Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of Parent ("Merger Subsidiary"). Parent, Merger Subsidiary, and the Company are sometimes referred to herein individually as a "Party" and collectively as the "Parties". To the extent that capitalized terms are not defined in the text of this Amendment, such terms have the meanings set forth in the Merger Agreement (as defined below).

Amendment No. 2 to Agreement and Plan of Merger (September 13th, 2017)

THIS AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER (this Amendment) is dated as of September 13, 2017, by and among, CBS Corporation, a Delaware corporation (CBS), CBS Radio Inc., a Delaware corporation and a wholly owned subsidiary of CBS (Radio), Entercom Communications Corp., a Pennsylvania corporation (Acquiror), and Constitution Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Acquiror (Merger Sub). Reference is made to that certain Agreement and Plan of Merger (as amended, the Merger Agreement), dated as of February 2, 2017 and amended as of July 10, 2017, by and among CBS, Radio, Acquiror and Merger Sub. Terms defined in the Merger Agreement as amended hereby and not otherwise defined herein are used with the meaning so defined in the Merger Agreement.

Amendment No. 2 to Agreement and Plan of Merger (September 13th, 2017)

THIS AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER (this Amendment) is dated as of September 13, 2017, by and among, CBS Corporation, a Delaware corporation (CBS), CBS Radio Inc., a Delaware corporation and a wholly owned subsidiary of CBS (Radio), Entercom Communications Corp., a Pennsylvania corporation (Acquiror), and Constitution Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Acquiror (Merger Sub). Reference is made to that certain Agreement and Plan of Merger (as amended, the Merger Agreement), dated as of February 2, 2017 and amended as of July 10, 2017, by and among CBS, Radio, Acquiror and Merger Sub. Terms defined in the Merger Agreement as amended hereby and not otherwise defined herein are used with the meaning so defined in the Merger Agreement.

Trenton Acquisition Corp. – Agreement and Plan of Merger by and Among Trenton Acquisition Corp., Intrommune Merger Sub Llc and Zenii, Llc (September 13th, 2017)

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of September 11, 2017, among TRENTON ACQUISITION CORP., a Delaware corporation ("Parent"), INTROMMUNE MERGER SUB LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (the "Merger Sub"), and ZENII LLC d/b/a Intrommune Therapeutics, a New York limited liability company (the "Company").

AGREEMENT AND PLAN OF MERGER by and Among EVESTMENT, INC., NASDAQ, INC., ECHO HOLDING COMPANY and INSIGHT VENTURE PARTNERS, LLC, Solely in Its Capacity as the Representative September 4, 2017 This Document Is Not Intended to Create Nor Will It Be Deemed to Create a Legally Binding or Enforceable Offer or Agreement of Any Type or Nature, Unless and Until Agreed and Executed by the Parties. (September 8th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of September 4, 2017, is made by and among eVestment, Inc., a Delaware corporation (the Company), Nasdaq, Inc., a Delaware corporation (the Parent), Echo Holding Company, a Delaware corporation and a wholly owned subsidiary of the Parent (the Merger Sub), and Insight Venture Partners, LLC, solely in its capacity as the representative for the Securityholders (the Representative). The Parent, the Merger Sub and the Company, and, solely in its capacity as and solely to the extent applicable, the Representative, shall be referred to herein from time to time as a Party and collectively as the Parties. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XI below.

Agreement and Plan of Merger of Auxilio, Inc., a Nevada Corporation, Into Cynergistek, Inc., a Delaware Corporation (September 8th, 2017)

This Agreement and Plan of Merger (the "Plan") is effective as of September 7, 2017, by and between Auxilio, Inc., a Nevada corporation (the "Company") and CynergisTek, Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("SubCo").

Agreement and Plan of Merger (September 7th, 2017)

This AGREEMENT AND PLAN OF MERGER, dated as of September 6, 2017 (this "Agreement"), is between Pitney Bowes Inc., a publicly traded Delaware corporation (the "Acquiror"), Neutron Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of the Acquiror ("Sub"), NGS Holdings, Inc., a Delaware corporation (the "Company"), and Littlejohn Fund IV, L.P., a Delaware limited partnership, solely in its capacity as the Stockholder Representative.

AGREEMENT AND PLAN OF MERGER by and Among UNITED TECHNOLOGIES CORPORATION RIVETER MERGER SUB CORP. And ROCKWELL COLLINS, INC. Dated as of September 4, 2017 (September 6th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of September 4, 2017, is made by and among United Technologies Corporation, a Delaware corporation (Parent), Riveter Merger Sub Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (Merger Sub), and Rockwell Collins, Inc., a Delaware corporation (the Company). Defined terms used in this Agreement have the respective meanings ascribed to them herein.

Eagle Bancorp Montana – Agreement and Plan of Merger Dated as of September 5, 2017 by and Among Eagle Bancorp Montana, Inc., Opportunity Bank of Montana, Twinco, Inc. And Ruby Valley Bank (September 6th, 2017)

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is dated as of September 5, 2017, by and among Eagle Bancorp Montana, Inc., a Delaware corporation ("Buyer"), Opportunity Bank of Montana, a Montana state bank and wholly-owned subsidiary of Buyer ("Buyer Bank"), TwinCo, Inc., a Montana corporation ("Company"), and Ruby Valley Bank, a Montana state bank and wholly-owned subsidiary of Company ("Company Bank").

AGREEMENT AND PLAN OF MERGER by and Among UNITED TECHNOLOGIES CORPORATION RIVETER MERGER SUB CORP. And ROCKWELL COLLINS, INC. Dated as of September 4, 2017 (September 6th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of September 4, 2017, is made by and among United Technologies Corporation, a Delaware corporation (Parent), Riveter Merger Sub Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (Merger Sub), and Rockwell Collins, Inc., a Delaware corporation (the Company). Defined terms used in this Agreement have the respective meanings ascribed to them herein.

Franchise Holdings International, Inc. – Agreement and Plan of Merger (September 1st, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of August 25, 2017, is by and among Franchise Transition, Inc., a redomiciled Corporation, originally a Nevada Corporation, now a Delaware corporation which then changed its name to Franchise Transition, Inc. from Franchise Holdings International, Inc. (the "Predecessor") , a Delaware corporation, and hereby becoming a wholly-owned subsidiary of the newly formed Delaware corporation Franchise Holdings International (the "Successor"), and FNHI Services, Inc. ("Merger Sub"), a newly formed Delaware corporation and prior to the effectiveness of this Agreement, being a wholly-owned subsidiary of the Successor, Franchise Holdings International.

Agreement and Plan of Merger by and Among Ellie Mae, Inc., Victory Merger Sub, Inc., Velocify, Inc. And Fortis Advisors Llc, as the Representative (August 31st, 2017)
Loton, Corp – Agreement and Plan of Merger by and Among LiveXLive Media, Inc., LXL Music Acquisition Corp., Slacker, Inc., and Columbia Capital Equity Partners v (QP), L.P. As the Stockholders' Agent (August 31st, 2017)

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as of August 25, 2017 (the "Agreement Date"), by and among LiveXLive Media, Inc., a Delaware corporation ("Buyer"), LXL Music Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Buyer ("Merger Sub"), Slacker, Inc., a Delaware corporation (the "Company"), and Columbia Capital Equity Partners V (QP), L.P., in its capacity as the stockholders' agent in connection with the transactions contemplated by this Agreement (the "Stockholders' Agent").

Fusion Telecommunications International, Inc. – Agreement and Plan of Merger by and Among Fusion Telecommunications International, Inc., Fusion Bchi Acquisition Llc, and Birch Communications Holdings, Inc. Dated August 26, 2017 (August 30th, 2017)

This AGREEMENT AND PLAN OF MERGER, dated as of August 26, 2017 (as may be amended, supplemented or otherwise modified from time to time in accordance with its terms, this "Agreement"), is entered into by and among Fusion Telecommunications International, Inc., a Delaware corporation (the "Company"), Fusion BCHI Acquisition LLC, a Delaware limited liability company ("Merger Sub"), and Birch Communications Holdings, Inc., a Georgia corporation ("BCHI"). The Company, Merger Sub and BCHI are hereinafter sometimes referred to as a "Party" and collectively as the "Parties." Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 9.15.

NCS Multistage Holdings, Inc. – AGREEMENT AND PLAN OF MERGER by and Among NCS MULTISTAGE HOLDINGS, INC., PIONEER INVESTMENT, INC., (August 30th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of August 30, 2017, is made by and among Spectrum Tracer Services, LLC, an Oklahoma limited liability company (the "Company"), NCS Multistage Holdings, Inc., a Delaware corporation ("Pioneer Parent"), Pioneer Investment, Inc., a Delaware corporation and indirect wholly owned subsidiary of Pioneer Parent ("Pioneer Investment"), Spartan Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Pioneer Investment ("Merger Sub" and together with Pioneer Parent and Pioneer Investment, each, a "Pioneer Party" and collectively, the "Pioneer Parties"), and STSR LLC, an Oklahoma limited liability company, solely in its capacity as the Representative. The parties to this Agreement are each referred to individually as a "Party" and are collectively referred to as the "Parties."

Angie's List Inc. – Amendment No. 1 to Agreement and Plan of Merger (August 30th, 2017)

This AMENDMENT NO. 1 (this "Amendment") to the Merger Agreement (as defined below) is dated as of August 26, 2017 and is made by and among Angie's List, Inc., a Delaware corporation (the "Company"), IAC/InterActiveCorp, a Delaware corporation ("IAC"), ANGI Homeservices Inc., a Delaware corporation and wholly owned Subsidiary of IAC that was formerly known as Halo TopCo, Inc. ("NewCo"), and Casa Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of NewCo ("Merger Sub").

AGREEMENT AND PLAN OF MERGER by and Among THE ADVISORY BOARD COMPANY, OPTUMINSIGHT, INC. And APOLLO MERGER SUB, INC. Dated as of August 28, 2017 (August 29th, 2017)

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of August 28, 2017, is by and among The Advisory Board Company, a Delaware corporation (the Company), OptumInsight, Inc., a Delaware corporation (Parent), and Apollo Merger Sub, Inc., a Delaware corporation (Merger Sub) and, together with the Company and Parent, the Parties).

REGENXBIO Inc. – AGREEMENT AND PLAN OF MERGER by and Among: DIMENSION THERAPEUTICS, INC., a Delaware Corporation; REGENXBIO INC., a Delaware Corporation; And MUDDY CHARLES ACQUISITION CORPORATION, a Delaware Corporation Dated as of August 24, 2017 (August 25th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of August 24, 2017, by and among: REGENXBIO INC., a Delaware corporation (Parent); MUDDY CHARLES ACQUISITION CORPORATION, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (Merger Sub); and DIMENSION THERAPEUTICS, INC., a Delaware corporation (the Company). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Dimension Therapeutics, Inc. – AGREEMENT AND PLAN OF MERGER by and Among: DIMENSION THERAPEUTICS, INC., a Delaware Corporation; REGENXBIO INC., a Delaware Corporation; And MUDDY CHARLES ACQUISITION CORPORATION, a Delaware Corporation Dated as of August 24, 2017 (August 25th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of August 24, 2017, by and among: REGENXBIO INC., a Delaware corporation (Parent); MUDDY CHARLES ACQUISITION CORPORATION, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (Merger Sub); and DIMENSION THERAPEUTICS, INC., a Delaware corporation (the Company). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Home Bancorp – Agreement and Plan of Merger (August 24th, 2017)

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is dated as of August 23, 2017, by and between Home Bancorp, Inc., a Louisiana corporation ("Parent"), and St. Martin Bancshares, Inc., a Louisiana corporation (the "Company").

MassRoots, Inc. – Joinder Agreement to AGREEMENT AND PLAN OF MERGER (August 24th, 2017)

THIS JOINDER AGREEMENT TO AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of [_____], 2017, is made by [_________________] (the "Stockholder"), a stockholder of CannaRegs, Inc., a Delaware corporation ("Company"), and delivered to MassRoots, Inc., a Delaware corporation ("Parent").

MassRoots, Inc. – Agreement and Plan of Merger (August 24th, 2017)

Article I. Definitions 1 Article II. The Merger 10 Section 2.01 The Merger 10 Section 2.02 Closing 10 Section 2.03 Closing Deliverables 10 Section 2.04 Effective Time 12 Section 2.05 Effects of the Merger 12 Section 2.06 Certificate of Incorporation; By-laws 12 Section 2.07 Directors and Officers 12 Section 2.08 Merger Share Consideration 12 Section 2.09 Consideration Statement 14

Agreement and Plan of Merger by and Among Sterling Jewelers Inc., Signet Jewelers Ltd. (Solely for Purposes of Section 8.12), Aquarius Sub Inc., R2net Inc. And the Sellers' Representative Dated as of August 23, 2017 (August 24th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of August 23, 2017, by and among Sterling Jewelers Inc., a Delaware corporation ("Purchaser"), Signet Jewelers Ltd., a Bermuda corporation ("Purchaser Parent") (solely for purposes of Section 8.12), Aquarius Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Purchaser ("Merger Sub"), R2Net Inc., a Delaware corporation (the "Company"), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Sellers' Representative (as defined below). Capitalized terms used in this Agreement and not otherwise defined shall have the respective meanings given to such terms in ARTICLE 1.

Commerce Union Bancshares, Inc. – AGREEMENT AND PLAN OF MERGER COMMERCE UNION BANCSHARES, INC. PIONEER MERGER SUB, INC. RELIANT BANK COMMUNITY FIRST, INC. AND COMMUNITY FIRST BANK & TRUST August 22, 2017 (August 23rd, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of the 22nd day of August, 2017, is made and entered into by and among Commerce Union Bancshares, Inc., a Tennessee corporation (Commerce Union); Pioneer Merger Sub, Inc., a Tennessee corporation and direct, wholly owned subsidiary of Commerce Union (Merger Sub); Reliant Bank, a Tennessee-chartered commercial bank and direct, wholly owned subsidiary of Commerce Union (Reliant); Community First, Inc., a Tennessee corporation (CFI); and Community First Bank & Trust, a Tennessee-chartered commercial bank and direct, wholly owned subsidiary of CFI (Bank), under authority of resolutions of their respective boards of directors duly adopted.

Community First Inc – AGREEMENT AND PLAN OF MERGER COMMERCE UNION BANCSHARES, INC. PIONEER MERGER SUB, INC. RELIANT BANK COMMUNITY FIRST, INC. AND COMMUNITY FIRST BANK & TRUST August 22, 2017 (August 23rd, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of the 22nd day of August, 2017, is made and entered into by and among Commerce Union Bancshares, Inc., a Tennessee corporation (Commerce Union); Pioneer Merger Sub, Inc., a Tennessee corporation and direct, wholly owned subsidiary of Commerce Union (Merger Sub); Reliant Bank, a Tennessee-chartered commercial bank and direct, wholly owned subsidiary of Commerce Union (Reliant); Community First, Inc., a Tennessee corporation (CFI); and Community First Bank & Trust, a Tennessee-chartered commercial bank and direct, wholly owned subsidiary of CFI (Bank), under authority of resolutions of their respective boards of directors duly adopted.

Southern Missouri Bancorp, Inc. – Agreement and Plan of Merger (August 21st, 2017)

AGREEMENT AND PLAN OF MERGER, dated as of August 17, 2017 (this "Agreement"), by and between Southern Missouri Bancorp, Inc., a Missouri corporation ("Buyer"), Southern Missouri Acquisition Corp., a newly formed Missouri corporation and wholly owned first-tier transitory subsidiary of Buyer ("Merger Sub"), and Southern Missouri Bancshares, Inc., a Missouri corporation ("Seller", and together with Buyer and Merger Sub, the "Parties").

Appliance Recycling Centers of America, Inc. – Agreement and Plan of Merger (August 21st, 2017)

ARTICLE I DEFINITIONS 7 ARTICLE II THE MERGER 16 Section 2.01 The Merger. 16 Section 2.02 Closing. 16 Section 2.03 Closing Deliverables. 16 Section 2.04 Effective Time. 18 Section 2.05 Effects of the Merger. 18 Section 2.06 Articles of Incorporation; Bylaws. 18 Section 2.07 Directors and Officers. 19 Section 2.08 Effect of the Merger on Capital Stock of the Company and the Merger Sub; Earnest Money Deposit. 19 Section 2.09 Surrender and Payment. 19 Section 2.10 No Further Ownership Rights in Company Shares. 20 Section 2.11 Adjustments. 20 Section 2.12 Withholding Rights. 20 Section 2.13 Tax-Free Merger. 20 Section 2.14 Waiver of Dissenters' Rights. 20 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 20 Section 3.01 Authority of the Stockholders; No Conflicts or Consents in Respect of the Stockholders.