Agreement And Plan Of Mergers Sample Contracts

First Amendment to Agreement and Plan of Mergers (February 3rd, 2016)

This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERS (this "Amendment"), dated as of January 29, 2016, is by and among, Financial Engines, Inc. , a Delaware corporation ("Purchaser"), Mayberry Acquisition Sub I, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Purchaser ("Merger Sub 1"), Mayberry Acquisition Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Purchaser ("Merger Sub 1A"), Mayberry Acquisition Sub II, LLC, a Delaware limited liability company and a wholly owned third tier subsidiary of Merger Sub 1 ("Merger Sub 2" and, together with Merger Sub 1 and Merger Sub 1A, the "Merger Subs"), Kansas City 727 Acquisition Corporation, a Delaware corporation ("KC Blocker"), TMFS Holdings, Inc., a Nevada corporation ("Management Blocker" and, together with KC Blocker, the "Blocker Entities"), Kansas City 727 Acquisition LLC, a Delaware limited liability company (the "Company") (each of Purchaser, the Merger Subs, KC Blocker, Man

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF MANAGEMENT BLOCKER 4.1 Organization and Qualification 47 4.2 Capitalization 48 4.3 Title to Common Units 48 4.4 Authority Relative to This Agreement 48 4.5 Consents and Approvals; No Violations 49 4.6 Litigation 49 4.7 Brokers 50 4.8 Exclusivity of Representations and Warranties 50 ARTICLE v REPRESENTATIONS AND WARRANTIES OF THE COMPANY 5.1 Organization and Qualification; Subsidiaries 50 5.2 Capitalization 51 5.3 Authority Relative to This Agreement 51 5.4 Consents and Approvals; No Violations 52 5.5 Financial Statements; No Undisclosed Liabilities (November 9th, 2015)

This AGREEMENT AND PLAN OF MERGERS (this Agreement), dated as of November 5, 2015, is by and among, Financial Engines, Inc. , a Delaware corporation (Purchaser), Mayberry Acquisition Sub I, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Purchaser (Merger Sub 1), Mayberry Acquisition Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Purchaser (Merger Sub 1A), Mayberry Acquisition Sub II, LLC, a Delaware limited liability company and a wholly owned third tier subsidiary of Merger Sub 1 (Merger Sub 2 and, together with Merger Sub 1 and Merger Sub 1A, the Merger Subs), Kansas City 727 Acquisition Corporation, a Delaware corporation (KC Blocker), TMFS Holdings, Inc., a Nevada corporation (Management Blocker and, together with KC Blocker, the Blocker Entities), Kansas City 727 Acquisition LLC, a Delaware limited liability company (the Company) (each of Purchaser, the Merger Subs, KC Blocker, Management Blocker and the Company, a Part

AGREEMENT AND PLAN OF MERGERS Dated as of May 23, 2015 Among TIME WARNER CABLE INC., CHARTER COMMUNICATIONS, INC., CCH I, LLC, NINA CORPORATION I, INC., NINA COMPANY II, LLC, and NINA COMPANY III, LLC (May 29th, 2015)

AGREEMENT AND PLAN OF MERGERS (this Agreement), dated as of May 23, 2015, among Time Warner Cable Inc., a Delaware corporation (the Company), Charter Communications, Inc., a Delaware corporation (Parent), CCH I, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (New Charter), Nina Corporation I, Inc., a Delaware corporation (Merger Subsidiary One), Nina Company II, LLC, a Delaware limited liability company and wholly owned direct subsidiary of New Charter (Merger Subsidiary Two), and Nina Company III, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of Merger Subsidiary Two (Merger Subsidiary Three).

AGREEMENT AND PLAN OF MERGERS Dated as of May 23, 2015 Among TIME WARNER CABLE INC., CHARTER COMMUNICATIONS, INC., CCH I, LLC, NINA CORPORATION I, INC., NINA COMPANY II, LLC, and NINA COMPANY III, LLC (May 29th, 2015)

AGREEMENT AND PLAN OF MERGERS (this Agreement), dated as of May 23, 2015, among Time Warner Cable Inc., a Delaware corporation (the Company), Charter Communications, Inc., a Delaware corporation (Parent), CCH I, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (New Charter), Nina Corporation I, Inc., a Delaware corporation (Merger Subsidiary One), Nina Company II, LLC, a Delaware limited liability company and wholly owned direct subsidiary of New Charter (Merger Subsidiary Two), and Nina Company III, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of Merger Subsidiary Two (Merger Subsidiary Three).

Amendment No. 1 to Agreement and Plan of Mergers (September 24th, 2010)

This Amendment No. 1 is made as of September 20, 2010 (this Amendment) to the Agreement and Plan of Mergers, dated as of June 20, 2009 (the Merger Agreement), by and among Cambium Learning Group, Inc. (f/k/a/ Cambium Holdings, Inc.) (Holdco), Voyager Learning Company (Voyager), Vowel Acquisition Corp. (Vowel Merger Sub), VSS-Cambium Holdings II Corp. (Consonant), Consonant Acquisition Corp. (Consonant Merger Sub) and Vowel Representative, LLC (Stockholders Representative). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Merger Agreement.

ProQuest – AGREEMENT AND PLAN OF MERGERS by and Among CAMBIUM HOLDINGS, INC., VOYAGER LEARNING COMPANY, VOWEL ACQUISITION CORP., VSS-CAMBIUM HOLDINGS II CORP., CONSONANT ACQUISITION CORP. And VOWEL REPRESENTATIVE, LLC, SOLELY IN ITS CAPACITY AS STOCKHOLDERS REPRESENTATIVE Dated as of June 20, 2009 (June 22nd, 2009)

THIS AGREEMENT AND PLAN OF MERGERS (this Agreement) is made and entered into as of the 20th day of June, 2009, by and among Cambium Holdings, Inc., a Delaware corporation (Holdco), Voyager Learning Company, a Delaware corporation (Vowel), VSS-Cambium Holdings II Corp., a Delaware corporation (Consonant), Vowel Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Holdco (Vowel Merger Sub), Consonant Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Holdco (Consonant Merger Sub and, together with Vowel Merger Sub, the Merger Subsidiaries) and Vowel Representative, LLC, a Delaware limited liability company, solely in its capacity as the Stockholders Representative pursuant to Article VIII of this Agreement.

AGREEMENT AND PLAN OF MERGERS by and Among MACROVISION CORPORATION, SATURN HOLDING CORP, MARS MERGER SUB, INC., GALAXY MERGER SUB, INC. And GEMSTAR-TV GUIDE INTERNATIONAL, INC. Dated as of December 6, 2007 (December 10th, 2007)

AGREEMENT AND PLAN OF MERGERS, dated as of December 6, 2007 (the Agreement), among Macrovision Corporation, a Delaware corporation (Mars), Saturn Holding Corp, a Delaware corporation and a direct wholly owned subsidiary of Mars (Holdco), Mars Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Holdco (Mars Merger Sub), Galaxy Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Holdco (Galaxy Merger Sub, and together with Mars Merger Sub, the Merger Subs), and Gemstar-TV Guide International, Inc., a Delaware corporation (Galaxy).

Gemstar-TV Guide International – AGREEMENT AND PLAN OF MERGERS by and Among MACROVISION CORPORATION, SATURN HOLDING CORP, MARS MERGER SUB, INC., GALAXY MERGER SUB, INC. And GEMSTAR-TV GUIDE INTERNATIONAL, INC. Dated as of December 6, 2007 (December 7th, 2007)

AGREEMENT AND PLAN OF MERGERS, dated as of December 6, 2007 (the Agreement), among Macrovision Corporation, a Delaware corporation (Mars), Saturn Holding Corp, a Delaware corporation and a direct wholly owned subsidiary of Mars (Holdco), Mars Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Holdco (Mars Merger Sub), Galaxy Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Holdco (Galaxy Merger Sub, and together with Mars Merger Sub, the Merger Subs), and Gemstar-TV Guide International, Inc., a Delaware corporation (Galaxy).

Heritage Financial Corporation – Agreement and Plan of Mergers Between Heritage Financial Corporation and Heritage Bank and Western Washington Bancorp and Washington State Bank, National Association (January 26th, 2006)

THIS AGREEMENT AND PLAN OF MERGERS, dated as of the 24th day of January, 2006 (this Agreement), is between HERITAGE FINANCIAL CORPORATION (Heritage), HERITAGE BANK, WESTERN WASHINGTON BANCORP (WWB) and WASHINGTON STATE BANK, NATIONAL ASSOCIATION (WSB).

Amendment to Agreement and Plan of Mergers (November 24th, 2004)

The parties hereto entered into and executed an Agreement and Plan of Mergers dated October 13, 2004. A clerical error was made in the preparation of such instrument, and it is intended hereby to correct such error.

Agreement and Plan of Mergers (November 24th, 2004)

(The Limited Partnerships and the General Partners may hereinafter be referred to collectively as the "Partnerships" or "Target Entities," or singularly as a "Partnership" or a "Target Entity")