Agreement And Plan Of Merger By And Among Sample Contracts

AGREEMENT AND PLAN OF MERGER by and Among OWENS & MINOR, INC., MONGOOSE MERGER SUB INC. And MEDICAL ACTION INDUSTRIES INC. June 24, 2014 (June 25th, 2014)

AGREEMENT AND PLAN OF MERGER, dated as of June 24, 2014 (this "Agreement"), by and among Owens & Minor, Inc., a Virginia corporation ("Parent"), Mongoose Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent ("Merger Sub"), and Medical Action Industries Inc., a Delaware corporation (the "Company" and together with Parent and Merger Sub, collectively, the "Parties").

Gateway Inds Inc – AGREEMENT AND PLAN OF MERGER by and Among VIGGLE INC., VIGGLE MERGER SUB INC., WETPAINT.COM, INC., And, Solely With Respect to Articles 1, 5 and 6 and Section 11.1, THE SELLER PARTIES LISTED ON EXHIBIT A-1 HERETO, and SHAREHOLDER REPRESENTATIVE SERVICES LLC (Solely in Its Capacity as the Stockholders' Agent as Agent for and on Behalf of the Eligible Stockholders of the Company) Dated as of December 16, 2013 (December 16th, 2013)

This AGREEMENT AND PLAN OF MERGER is made and entered into as of December 16, 2013, by and among VIGGLE INC., a Delaware corporation ("Parent"), VIGGLE MERGER SUB INC., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), WETPAINT.COM, INC., a Delaware corporation (the "Company"), and, solely with respect to Articles 1, 5 and 6 and Section 11.1, the Persons listed on Exhibit A-1 (each, a "Seller Party", and collectively, the "Seller Parties") and SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company, solely in its capacity as the Stockholders' Agent as agent for and on behalf of the Eligible Stockholders of the Company. Certain other capitalized terms used in this Agreement are defined in Annex I.

Agreement and Plan of Merger by and Among (September 23rd, 2013)

AGREEMENT AND PLAN OF MERGER, dated as of September 23, 2013, by and among ACI Worldwide, Inc., a Delaware corporation ("Parent"), Olympic Acquisition Corp., a Delaware corporation and a wholly owned indirect Subsidiary of Parent ("Merger Sub"), and Official Payments Holdings, Inc., a Delaware corporation (the "Company"). Each of Parent, Merger Sub and the Company are referred to herein as a "Party" and together as "Parties."

Cross Click Media Inc. – Agreement and Plan of Merger (August 15th, 2013)

THIS AGREEMENT AND PLAN OF MERGER is entered into as of August 12, 2013 by and among Co-Signer, Inc., a Nevada corporation ("Parent"), Co-Signer Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of Parent ("Acquisition Corp."), and Co-Signer.com, Inc., a Nevada corporation (the "Company").

Saleen Automotive, INC. – Agreement and Plan of Merger by and Among (May 30th, 2013)

This AGREEMENT AND PLAN OF MERGER ("Agreement") made this 23rd day of May, 2013 is entered into by and among W270, Inc., a Nevada corporation ("W270"), Saleen California Merger Corporation, a California corporation and wholly-owned subsidiary of W270 ("CA MergerCo"), Saleen Florida Merger Corporation, a Florida corporation and wholly-owned subsidiary of W270 ("FL MergerCo"), SMS Signature Cars, a California corporation ("SMS"), Saleen Automotive, Inc., a Florida corporation ("Saleen Automotive" and together with SMS, the "Saleen Entities"), and Steve Saleen ("Saleen" and together with the Saleen Entities, the "Saleen Parties"). W270, CA MergerCo, FL MergerCo, SMS, Saleen Automotive and Saleen are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

Met-Pro Corporation – AGREEMENT AND PLAN OF MERGER by and Among MET-PRO CORPORATION, CECO ENVIRONMENTAL CORP., MUSTANG ACQUISITION INC. And MUSTANG ACQUISITION II INC. Dated as of April 21, 2013 (April 22nd, 2013)

THIS AGREEMENT AND PLAN OF MERGER, dated as of April 21, 2013 (this "Agreement"), is entered into by and among MET-PRO CORPORATION, a Pennsylvania corporation (the "Company"), CECO ENVIRONMENTAL CORP., a Delaware corporation ("Parent"), MUSTANG ACQUISITION INC., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"), and MUSTANG ACQUISITION II INC., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Successor Sub"). The Company, Parent, Merger Sub and Successor Sub are herein referred to collectively as the "Parties" and each individually as a "Party."

Agreement and Plan of Merger (October 23rd, 2012)

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of October 22, 2012, is by and among Toyota Industries Corporation, a corporation formed under the laws of Japan ("Parent"), Industrial Components and Attachments II, Inc., a corporation formed under the laws of the State of Delaware and an indirect wholly owned subsidiary of Parent ("Merger Sub"), and Cascade Corporation, a corporation formed under the laws of the State of Oregon (the "Company").

Groveware Tech Ltd – AGREEMENT AND PLAN OF MERGER by and Among (April 10th, 2012)

THIS AGREEMENT AND PLAN OF MERGER is entered into as of April 6, 2012 by and among ePhoto Image, Inc., a Nevada corporation ("Parent"), ePhoto Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of Parent ("Acquisition Corp."), and GroveWare Technologies Ltd., a Delaware corporation (the "Company").

Mojo Organics, Inc. – Agreement and Plan of Merger (May 18th, 2011)

THIS AGREEMENT AND PLAN OF MERGER is entered into as of May 13, 2011 by and among Mojo ventures, Inc., a Delaware corporation ("Parent"), SBSI Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of Parent ("Acquisition Corp."), and Specialty Beverage And Supplement, Inc., a Nevada corporation (the "Company").

As Seen On TV, Inc. – Agreement and Plan of Merger by and Among (June 4th, 2010)

This Agreement and Plan of Merger (the Agreement) is made this 15th day of April 2010, by and among H&H Imports, Inc., a Florida corporation (H&H), TV Goods Acquisition, Inc., a Florida corporation and wholly owned subsidiary of H&H (NEWCO) and TV Goods Holding Corporation, a Florida corporation (TV Goods Holding).

CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. AGREEMENT AND PLAN OF MERGER by and Among GSI COMMERCE, INC., COLA ACQUISITION CORPORATION, RETAIL CONVERGENCE, INC., THE PRINCIPAL STOCKHOLDERS OF RETAIL CONVERGENCE, INC. And WILLIAM J. FITZGERALD, AS STOCKHOLDERS REPRESENTATIVE Dated as of October 27, 2009 (April 6th, 2010)

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of October 27, 2009, by and among GSI Commerce, Inc., a Delaware corporation (Parent), Cola Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (Acquisition Sub), Retail Convergence, Inc., a Delaware corporation (Company), the stockholders of Company who execute a Joinder to this Agreement in the form approved by Parent (Joinder) (individually, a Principal Stockholder, , collectively, the Principal Stockholders) and the Stockholders Representative.

CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. AGREEMENT AND PLAN OF MERGER by and Among GSI COMMERCE, INC., COLA ACQUISITION CORPORATION, RETAIL CONVERGENCE, INC., THE PRINCIPAL STOCKHOLDERS OF RETAIL CONVERGENCE, INC. And WILLIAM J. FITZGERALD, AS STOCKHOLDERS REPRESENTATIVE Dated as of October 27, 2009 (November 17th, 2009)

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of October 27, 2009, by and among GSI Commerce, Inc., a Delaware corporation (Parent), Cola Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (Acquisition Sub), Retail Convergence, Inc., a Delaware corporation (Company), the stockholders of Company who execute a Joinder to this Agreement in the form approved by Parent (Joinder) (individually, a Principal Stockholder, , collectively, the Principal Stockholders) and the Stockholders Representative.

Emdeon Inc – Agreement and Plan of Merger by and Among Ebs Master Llc, Envoy Llc, Emdeon Merger Sub Llc Erx Network, L.L.C. And Longhorn Members Representative, Llc, as the Members Representative (July 28th, 2009)

This FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this Agreement) is entered into as of July 2, 2009, by and among EBS MASTER LLC, a Delaware limited liability company (the Company), Hellman & Friedman Capital Associates VI, L.P., a Delaware limited partnership (HF Purchaser 1), Hellman & Friedman Capital Executives VI, L.P., a Delaware limited partnership (HF Purchaser 2), HFCP VI Domestic AIV, L.P., a Delaware limited partnership (HF Purchaser 3), H&F Harrington AIV I, L.P., a Delaware limited partnership (HF Purchaser 4 and, together with HF Purchaser 1, HF Purchaser 2, HF Purchaser 3 and any HF Permitted Transferees, the HF Members), Emdeon Inc., a Delaware corporation (Existing GA Member), EBS Acquisition II LLC, a Delaware limited liability company (GA Purchaser II and, together with Existing GA Member and any GA Permitted Transferees, the GA Members), EBS Executive Incentive Plan LLC, a Delaware limited l

Emdeon Inc – Agreement and Plan of Merger by and Among Ebs Master Llc, Envoy Llc, Emdeon Merger Sub Llc Erx Network, L.L.C. And Longhorn Members Representative, Llc, as the Members Representative (July 9th, 2009)

This Agreement and Plan of Merger (the Agreement), made and entered into as of July 2, 2009, is by and among EBS Master LLC, a Delaware limited liability company (EBS Master), Envoy LLC, a Delaware limited liability company which is a wholly-owned indirect subsidiary of EBS Master (Envoy), Emdeon Merger Sub LLC, a Texas limited liability company which is a wholly-owned subsidiary of Envoy (Merger Sub) (EBS Master, Envoy and Merger Sub, collectively, the Emdeon Entities), eRx Network, L.L.C., a Texas limited liability company (the Company), and Longhorn Members Representative, LLC, a North Carolina limited liability company, as the Members Representative. Capitalized terms used herein and not otherwise defined herein are defined as set forth in Annex A attached hereto.

Agreement and Plan of Merger (July 2nd, 2008)

This Agreement and Plan of Merger (the "Agreement") is made as of this 1st day of July, 2008 by and among Bridgeline Software, Inc., a Delaware corporation, with a principal place of business at 10 Sixth Road, Woburn, Massachusetts 01801 ("Bridgeline Software"), Indigio Group, Inc. (the "Seller"), a Colorado corporation, with a principal place of business at 410 17th Street, Denver, Colorado 80202, and Timothy Higgins, Michael Higgins and Jeff D. Higgins (together, the "Principal Shareholders") and William Sedgwick, Sage Realty Group, LLC, Michael Mark, Lawrence O. Brown, Bryan Schutjer, Richard Ganley, Timothy Watson, Micah Baldwin, Michael Roy, Christine Spencer, Michael Merkulovich, James Nelson, Jaime Pabon, George Kassabgi and James Conrad (together with the Principal Shareholders, the "Shareholders").

Restaurant Acquisition Partners, Inc. – Agreement and Plan of Merger by and Among Restaurant Acquisition Partners, Inc., Oregano's Acquisition, Inc., Oregano's Holdings Llc, Oregano's Pizza Bistro, Inc. And Mark S. Russell, the Sole Shareholder of Oregano's Pizza Bistro, Inc. Dated as of June 19, 2008 (June 24th, 2008)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of June 19, 2008, by and among Restaurant Acquisition Partners, Inc., a Delaware corporation ("Parent"), Oregano's Acquisition, Inc., an Arizona corporation and a wholly-owned subsidiary of the Parent ("Merger Sub"), Oregano's Holdings LLC, a Delaware limited liability company with the Parent as its sole member ("Oregano LLC"), Oregano's Pizza Bistro, Inc., an Arizona corporation (the "Company") and the sole shareholder of the Company, Mark S. Russell ("Russell"). Capitalized terms used in this Agreement are defined or otherwise referenced in Article X of this Agreement.

United Insurance Hld – AGREEMENT AND PLAN OF MERGER BY AND AMONG FMG ACQUISITION CORP., UNITED SUBSIDIARY CORP. AND UNITED INSURANCE HOLDINGS LC Dated as of April 2, 2008 (April 3rd, 2008)

This Agreement and Plan of Merger (this "Agreement") is made and entered into as of April 2, 2008 by and among United Insurance Holdings LC, a Florida limited liability company (the "Company"), FMG Acquisition Corp., a Delaware corporation ("Parent"), and United Subsidiary Corp., a Florida corporation and wholly owned subsidiary of Parent ("Merger Sub"). Parent, Merger Sub and the Company are sometimes referred to herein as a "Party" and collectively as the "Parties."

Agreement and Plan of Merger (February 1st, 2008)

This Agreement and Plan of Merger (the "Agreement") is made as of this 31st day of January, 2008 by and among Bridgeline Software, Inc., a Delaware corporation, with a principal place of business at 10 Sixth Road, Woburn, Massachusetts 01801 ("Bridgeline Software"), Tenth Floor, Inc. (the "Seller"), a Delaware corporation, with a principal place of business at 2077 East 4th Street, Cleveland, Ohio 44115, and Austin J. Mulhern, Anthony G. Pietrocola, P. Scott Weiss and Matthew D. Glaze (together, the "Shareholders").

Lone Star Technologies – Agreement and Plan of Merger by and Among (March 29th, 2007)

AGREEMENT AND PLAN OF MERGER, dated as of March 28, 2007 (this Agreement), by and among UNITED STATES STEEL CORPORATION, a Delaware corporation (Parent), WP ACQUISITION HOLDING CORP., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), and LONE STAR TECHNOLOGIES, INC., a Delaware corporation (the Company). Capitalized terms used in this Agreement shall have the meanings assigned to them in Article XI, or in the applicable Section of this Agreement to which reference is made in Article XI.

Wifimed Holdings Company, Inc. – Agreement and Plan of Merger by and Among BELLACASA PRODUCTIONS, INC. A Nevada Corporation WIFIMED ACQUISITION, INC. A Delaware Corporation and WiFiMed, Inc. A Delaware Corporation SEPTEMBER ____, 2006 (September 21st, 2006)

ARTICLE I. THE MERGER. 2 Section 1.01 The Merger. 2 Section 1.02 Closing Date. 2 Section 1.03 Effective Date. 3 Section 1.04 Articles of Incorporation and Bylaws of Surviving Corporation. 3 Section 1.05 Directors and Officers of Surviving Corporation. 3 Section 1.06 Rights and Liabilities of Surviving Corporation in Merger. 3 Section 1.07 Further Assurances. 3 ARTICLE II. CONVERSION OF SECURITIES. 4 Section 2.01 Treatment of WiFiMed Options. 4 Section 2.02 Treatment of WiFiMed Warrants. 4 Section 2.03 Treatment of WiFiMed Series A and Series B Preferred Stock. 4 Section 2.04 BCP Reverse Split. 4 Section 2.05 Treatment of the Pre-Merger WiFiMed Shares. 4 Section 2.06 Treatment of NEWCO Shares. 5 Section 2.07 Ownership/Voting Rights of Pre-Merger WiFiMed Shares. 5 Section 2.08 Dissenting Shares. 5 Section 2.09 Ex