Agreement And Plan Of Merger Among Sample Contracts

AGREEMENT AND PLAN OF MERGER Among TRIBUNE MEDIA COMPANY, NEXSTAR MEDIA GROUP, INC. And TITAN MERGER SUB, INC. Dated as of November 30, 2018 (December 4th, 2018)
AGREEMENT AND PLAN OF MERGER Among TRIBUNE MEDIA COMPANY, NEXSTAR MEDIA GROUP, INC. And TITAN MERGER SUB, INC. Dated as of November 30, 2018 (December 4th, 2018)
Tesaro – AGREEMENT AND PLAN OF MERGER Among GLAXOSMITHKLINE PLC, ADRIATIC ACQUISITION CORPORATION and TESARO, INC. Dated as of December 3, 2018 (December 3rd, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of December 3, 2018 (this Agreement), among GlaxoSmithKline plc, a public limited company organized under the laws of England and Wales (Parent), Adriatic Acquisition Corporation, a Delaware corporation and an indirect wholly-owned Subsidiary of Parent (Purchaser), and TESARO, Inc., a Delaware corporation (the Company). Parent, Purchaser and the Company are each sometimes referred to herein as a Party, and, collectively, as the Parties.

Tesaro – AGREEMENT AND PLAN OF MERGER Among GLAXOSMITHKLINE PLC, ADRIATIC ACQUISITION CORPORATION and TESARO, INC. Dated as of December 3, 2018 (December 3rd, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of December 3, 2018 (this Agreement), among GlaxoSmithKline plc, a public limited company organized under the laws of England and Wales (Parent), Adriatic Acquisition Corporation, a Delaware corporation and an indirect wholly-owned Subsidiary of Parent (Purchaser), and TESARO, Inc., a Delaware corporation (the Company). Parent, Purchaser and the Company are each sometimes referred to herein as a Party, and, collectively, as the Parties.

Gaming Partners International Corporation – AGREEMENT AND PLAN OF MERGER Among: ANGEL HOLDINGS GODO KAISHA, a Company Organized Under the Laws of Japan; AGL NEVADA CORPORATION, a Nevada Corporation; And GAMING PARTNERS INTERNATIONAL CORPORATION, a Nevada Corporation Dated as of November 27, 2018 (November 27th, 2018)

Section 1 MERGER TRANSACTION 1.1 Merger of Merger Sub into the Company 6 1.2 Effect of the Merger 6 1.3 Closing; Effective Time 6 1.4 Articles of Incorporation and Bylaws; Directors and Officers 7 1.5 Conversion of Shares 7 1.6 Surrender of Certificates; Stock Transfer Books 8 1.7 Treatment of Company Equity Awards 11 1.8 Further Action 11 Section 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 2.1 Due Organization; Subsidiaries, Etc 12 2.2 Charter Documents 13 2.3 Capitalization, Etc 13 2.4 SEC Filings; Financial Statements 14 2.5 Absence of Changes 16 2.6 Title to Assets 16 2.7 Real Property 17 2.8 Intellectual Property 18 2.9 Contracts 20 2.10 Undis

Bbooth, Inc. – Agreement and Plan of Merger Among nFusz, Inc., as the Parent NF Merger Sub, Inc., as Merger Sub No. 1, NF Acquisition Company, LLC, as Merger Sub No. 2, Sound Concepts, Inc., as the Company, the Shareholders of Sound Concepts, Inc., and the Shareholders' Representative (November 14th, 2018)

ARTICLE I DEFINITIONS 8 ARTICLE II the merger 18 Section 2.01 The Merger. 18 Section 2.02 Closing. 19 Section 2.03 Closing Deliverables. 19 Section 2.04 Effective Time. 21 Section 2.05 Effects of the Merger. 21 Section 2.06 Organization; Operating Agreement. 21 Section 2.07 Directors and Officers. 21 Section 2.08 Effect of the Merger on Capital Stock of the Company and Merger Sub No. 1 and the Equity of Merger Sub No. 2. 21 Section 2.09 Surrender and Payment. 22 Section 2.10 Escrow Shares. 23 Section 2.11 No Further Ownership Rights in Company Shares. 23 Section 2.12 Adjustments. 23 Section 2.13 Withholding Rights. 23

AGREEMENT AND PLAN OF MERGER Among ATHENAHEALTH, INC., MAY HOLDING CORP. And MAY MERGER SUB INC. Dated as of November 11, 2018 (November 13th, 2018)
Forum Merger Corp – AGREEMENT AND PLAN OF MERGER Among: CONVERGEONE HOLDINGS, INC., a Delaware Corporation; PVKG INTERMEDIATE HOLDINGS INC., a Delaware Corporation; And PVKG MERGER SUB, INC., a Delaware Corporation Dated as of November 6, 2018 (November 7th, 2018)
AGREEMENT AND PLAN OF MERGER Among MKS INSTRUMENTS, INC., EAS EQUIPMENT, INC. And ELECTRO SCIENTIFIC INDUSTRIES, INC. Dated as of October 29, 2018 (October 30th, 2018)
WildHorse Resource Development Corp – AGREEMENT AND PLAN OF MERGER Among CHESAPEAKE ENERGY CORPORATION, COLEBURN INC. And WILDHORSE RESOURCE DEVELOPMENT CORPORATION Dated as of October 29, 2018 (October 30th, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of October 29, 2018 (this Agreement), among Chesapeake Energy Corporation, an Oklahoma corporation (Parent), Coleburn Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (Merger Sub), and WildHorse Resource Development Corporation, a Delaware corporation (the Company).

AGREEMENT AND PLAN OF MERGER Among JETPAY CORPORATION NCR CORPORATION and ORWELL ACQUISITION CORPORATION October 19, 2018 (October 22nd, 2018)
Corium International, Inc. – AGREEMENT AND PLAN OF MERGER Among CORIUM INTERNATIONAL, INC., GURNET HOLDING COMPANY, and GURNET MERGER SUB, INC. OCTOBER 11, 2018 (October 11th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of October 11, 2018, is entered into by and among Corium International, Inc., a Delaware corporation (the Company), Gurnet Holding Company, a Delaware corporation (Parent) and Gurnet Merger Sub, Inc., a Delaware corporation and indirect, wholly-owned subsidiary of Parent (Merger Sub).

Retrospettiva Inc – Agreement and Plan of Merger Among Ammo Inc. Ammo Technologies Inc. Sw Kenetics Inc. And Michael Stakes, Peter Kerr and Jason Wright (October 4th, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of September 27, 2018 (the "Agreement Date") by and among Ammo Inc., a Delaware corporation ("Acquirer"), Ammo Technologies Inc., an Arizona corporation and a wholly owned subsidiary of Acquirer ("Merger Sub"), and SW KENETICS INC., an Arizona corporation (the "Company") and Michael Stakes ("Michael") and Peter Kerr ("Peter") and Jason Wright ("Jason") (individually a "Party" and collectively, the "Parties").

AGREEMENT AND PLAN OF MERGER Among INSPIRE BRANDS, INC., SSK MERGER SUB, INC. And SONIC CORP. Dated as of September 24, 2018 (September 27th, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of September 24, 2018 (this "Agreement"), among INSPIRE BRANDS, INC., a Delaware Corporation ("Parent"), SSK MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and SONIC CORP., a Delaware corporation (the "Company").

Cerecor Inc. – AGREEMENT AND PLAN OF MERGER Among CERECOR, INC., ITX MERGER SUB, INC., SECOND ITX MERGER SUB, LLC, ICHORION THERAPEUTICS, INC., and DAVID MAIZENBERG, as Holders Representative September 24, 2018 (September 26th, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement) is dated as of September 24, 2018, by and among Cerecor, Inc., a Delaware corporation (Parent), ITX Merger Sub, Inc., a Delaware corporation (Merger Sub I), Second ITX Merger Sub, LLC, a Delaware limited liability company (Merger Sub II and together with Merger Sub I, Merger Subs), Ichorion Therapeutics, Inc., a Delaware corporation (the Company) and David Maizenberg, as Holders Representative. Each of Parent, Merger Sub I, Merger Sub II, the Company and Holders Representative may be individually referred to herein as a Party and collectively referred to herein as the Parties.

AGREEMENT AND PLAN OF MERGER Among ENBRIDGE ENERGY MANAGEMENT, L.L.C., ENBRIDGE INC., WINTER ACQUISITION SUB I, INC. And, Solely for Purposes of ARTICLE I, Section 2.4 and ARTICLE X, ENBRIDGE ENERGY COMPANY, INC. Dated as of September 17, 2018 (September 19th, 2018)
AGREEMENT AND PLAN OF MERGER Among ENBRIDGE ENERGY MANAGEMENT, L.L.C., ENBRIDGE INC., WINTER ACQUISITION SUB I, INC. And, Solely for Purposes of ARTICLE I, Section 2.4 and ARTICLE X, ENBRIDGE ENERGY COMPANY, INC. Dated as of September 17, 2018 (September 19th, 2018)
AGREEMENT AND PLAN OF MERGER Among ENBRIDGE ENERGY PARTNERS, L.P., ENBRIDGE ENERGY COMPANY, INC., ENBRIDGE ENERGY MANAGEMENT, L.L.C., ENBRIDGE INC., ENBRIDGE (U.S.) INC., WINTER ACQUISITION SUB II, LLC And, Solely for Purposes of ARTICLE I, ARTICLE II and ARTICLE XI, ENBRIDGE US HOLDINGS INC. Dated as of September 17, 2018 (September 19th, 2018)
Enbridge Energy Management Llc – AGREEMENT AND PLAN OF MERGER Among ENBRIDGE ENERGY MANAGEMENT, L.L.C., ENBRIDGE INC., WINTER ACQUISITION SUB I, INC. And, Solely for Purposes of ARTICLE I, Section 2.4 and ARTICLE X, ENBRIDGE ENERGY COMPANY, INC. Dated as of September 17, 2018 (September 19th, 2018)
AGREEMENT AND PLAN OF MERGER Among ENBRIDGE ENERGY PARTNERS, L.P., ENBRIDGE ENERGY COMPANY, INC., ENBRIDGE ENERGY MANAGEMENT, L.L.C., ENBRIDGE INC., ENBRIDGE (U.S.) INC., WINTER ACQUISITION SUB II, LLC And, Solely for Purposes of ARTICLE I, ARTICLE II and ARTICLE XI, ENBRIDGE US HOLDINGS INC. Dated as of September 17, 2018 (September 19th, 2018)
Enbridge Energy, Limited Partnership – AGREEMENT AND PLAN OF MERGER Among ENBRIDGE ENERGY PARTNERS, L.P., ENBRIDGE ENERGY COMPANY, INC., ENBRIDGE ENERGY MANAGEMENT, L.L.C., ENBRIDGE INC., ENBRIDGE (U.S.) INC., WINTER ACQUISITION SUB II, LLC And, Solely for Purposes of ARTICLE I, ARTICLE II and ARTICLE XI, ENBRIDGE US HOLDINGS INC. Dated as of September 17, 2018 (September 19th, 2018)
AGREEMENT AND PLAN OF MERGER Among ENBRIDGE ENERGY MANAGEMENT, L.L.C., ENBRIDGE INC., WINTER ACQUISITION SUB I, INC. And, Solely for Purposes of ARTICLE I, Section 2.4 and ARTICLE X, ENBRIDGE ENERGY COMPANY, INC. Dated as of September 17, 2018 (September 19th, 2018)
AGREEMENT AND PLAN OF MERGER Among ENBRIDGE ENERGY PARTNERS, L.P., ENBRIDGE ENERGY COMPANY, INC., ENBRIDGE ENERGY MANAGEMENT, L.L.C., ENBRIDGE INC., ENBRIDGE (U.S.) INC., WINTER ACQUISITION SUB II, LLC And, Solely for Purposes of ARTICLE I, ARTICLE II and ARTICLE XI, ENBRIDGE US HOLDINGS INC. Dated as of September 17, 2018 (September 19th, 2018)
Nevada Gold & Casinos, Inc. – AGREEMENT AND PLAN OF MERGER Among NEVADA GOLD & CASINOS, INC., MAVERICK CASINOS LLC and MAVERICK CASINOS MERGER SUB, INC. September 18, 2018 (September 18th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of September 18, 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").

Engility Holdings, Inc. – AGREEMENT AND PLAN OF MERGER Among ENGILITY HOLDINGS, INC., SCIENCE APPLICATIONS INTERNATIONAL CORPORATION and RAPTORS MERGER SUB, INC. Dated as of September 9, 2018 (September 10th, 2018)
Science Applications International Corp – AGREEMENT AND PLAN OF MERGER Among ENGILITY HOLDINGS, INC., SCIENCE APPLICATIONS INTERNATIONAL CORPORATION and RAPTORS MERGER SUB, INC. (September 10th, 2018)

AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this "Agreement"), dated as of September 9, 2018, among ENGILITY HOLDINGS, INC., a Delaware corporation (the "Company"), SCIENCE APPLICATIONS INTERNATIONAL CORPORATION, a Delaware corporation ("Parent"), and RAPTORS MERGER SUB, INC., a Delaware corporation and a direct 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 Among ECLIPSE RESOURCES CORPORATION, EVEREST MERGER SUB INC. And BLUE RIDGE MOUNTAIN RESOURCES, INC. Dated as of August 25, 2018 (August 27th, 2018)
Spectra Energy Partners, LP – AGREEMENT AND PLAN OF MERGER Among SPECTRA ENERGY PARTNERS, LP, SPECTRA ENERGY PARTNERS (DE) GP, LP, ENBRIDGE INC., ENBRIDGE (U.S.) INC., AUTUMN ACQUISITION SUB, LLC And, Solely for Purposes of ARTICLE I, ARTICLE II and ARTICLE XI, ENBRIDGE US HOLDINGS INC., SPECTRA ENERGY CORP, SPECTRA ENERGY CAPITAL, LLC and SPECTRA ENERGY TRANSMISSION, LLC Dated as of August 24, 2018 (August 24th, 2018)
AGREEMENT AND PLAN OF MERGER Among SPECTRA ENERGY PARTNERS, LP, SPECTRA ENERGY PARTNERS (DE) GP, LP, ENBRIDGE INC., ENBRIDGE (U.S.) INC., AUTUMN ACQUISITION SUB, LLC And, Solely for Purposes of ARTICLE I, ARTICLE II and ARTICLE XI, ENBRIDGE US HOLDINGS INC., SPECTRA ENERGY CORP, SPECTRA ENERGY CAPITAL, LLC and SPECTRA ENERGY TRANSMISSION, LLC Dated as of August 24, 2018 (August 24th, 2018)
Veritone, Inc. – AGREEMENT AND PLAN OF MERGER Among VERITONE, INC., PROJECT WEST ACQUISITION CORPORATION, WAZEE DIGITAL, INC. And WEST VICTORY STOCKHOLDER REPRESENTATIVE, LLC Dated as of August 13, 2018 (August 15th, 2018)
DE Acquisition 6, Inc. – AGREEMENT AND PLAN OF MERGER Among FISION CORPORATION ("PARENT") CLF MERGER SUB LLC ("MERGER SUB") and CONTINUITY LOGIC, L.L.C. ("COMPANY") August 3, 2018 AGREEMENT AND PLAN OF MERGER (August 9th, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of August 2, 2018, by and among Fision Corporation, a Delaware corporation ("Parent"), CLF Merger Sub LLC, a New Jersey limited liability company and subsidiary of Parent ("Merger Sub"), and Continuity Logic, L.L.C., a New Jersey limited liability company (the "Company"). Parent, Merger Sub, and the Company are each referred to in this Agreement as a "Party" and are collectively referred to in this Agreement as the "Parties". Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE VIII below.

AGREEMENT AND PLAN OF MERGER Among LIFEPOINT HEALTH, INC., REGIONALCARE HOSPITAL PARTNERS HOLDINGS, INC. And LEGEND MERGER SUB, INC. Dated as of July 22, 2018 (July 23rd, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of this 22 day of July, 2018, by and among LifePoint Health, Inc., a Delaware corporation (the Company), RegionalCare Hospital Partners Holdings, Inc. (D/B/A RCCH HealthCare Partners), a Delaware corporation (Parent), and Legend Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (Merger Sub).

FS Investment CORP – AGREEMENT AND PLAN OF MERGER Among FS INVESTMENT CORPORATION, IC ACQUISITION, INC., CORPORATE CAPITAL TRUST, INC. And FS/KKR ADVISOR, LLC Dated as of July 22, 2018 (July 23rd, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of July 22, 2018 (this Agreement), among Corporate Capital Trust, Inc., a Maryland corporation (CCT), FS Investment Corporation, a Maryland corporation (FSIC), IC Acquisition, Inc., a Maryland corporation and wholly-owned direct Consolidated Subsidiary of FSIC (Merger Sub) and FS/KKR Advisor, LLC, a Delaware limited liability company (the Joint Advisor).

AGREEMENT AND PLAN OF MERGER Among FS INVESTMENT CORPORATION, IC ACQUISITION, INC., CORPORATE CAPITAL TRUST, INC. And FS/KKR ADVISOR, LLC (July 23rd, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of July 22, 2018 (this "Agreement"), among Corporate Capital Trust, Inc., a Maryland corporation ("CCT"), FS Investment Corporation, a Maryland corporation ("FSIC"), IC Acquisition, Inc., a Maryland corporation and wholly-owned direct Consolidated Subsidiary of FSIC ("Merger Sub") and FS/KKR Advisor, LLC, a Delaware limited liability company (the "Joint Advisor").

AGREEMENT AND PLAN OF MERGER AMONG ZEBRA TECHNOLOGIES CORPORATION, WOLFDANCER ACQUISITION CORP. AND XPLORE TECHNOLOGIES CORP. Dated as of July 5, 2018 (July 5th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of July 5, 2018, is among Zebra Technologies Corporation ("Parent"), a Delaware corporation, Wolfdancer Acquisition Corp. ("Sub"), a Delaware corporation and a wholly owned subsidiary of Parent, and Xplore Technologies Corp. (the "Company"), a Delaware corporation.