BETWEENAgreement and Plan of Mergers • September 14th, 2005 • Frontier Financial Corp /Wa/ • State commercial banks • Washington
AGREEMENT AND PLAN OF MERGERSAgreement and Plan of Mergers • July 2nd, 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 Com- munications, Inc., a Delaware corporation (“Parent”), CCH I, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“New Charter”), Amazon Corporation I, Inc., a Delaware corporation (“Merger Subsidiary One”), Amazon Company II, LLC, a Delaware limited liability company and wholly owned direct subsidiary of New Charter (“Merger Subsid- iary Two”), and Amazon Company III, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of Merger Subsidiary Two (“Merger Subsidiary Three”).
AMENDMENT NUMBER ONE TO AGREEMENT AND PLAN OF MERGERSAgreement and Plan of Mergers • October 4th, 2019 • Avon Products Inc • Perfumes, cosmetics & other toilet preparations
This Amendment Number One (this “Amendment”) to the Agreement and Plan of Mergers, dated as of May 22, 2019 (the “Merger Agreement”), by and among Natura Cosméticos S.A., a Brazilian corporation (sociedade anônima) (“Parent”), Avon Products, Inc., a New York corporation (the “Company”), Nectarine Merger Sub I, Inc., a Delaware corporation and wholly owned direct subsidiary of HoldCo (“Merger Sub I”), Nectarine Merger Sub II, Inc., a Delaware corporation and wholly owned direct subsidiary of Merger Sub I, and Natura &Co Holding S.A., a Brazilian corporation (sociedade anônima) (“HoldCo”), is made as of October 3, 2019. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Merger Agreement.
AGREEMENT AND PLAN OF MERGERS dated as of May 22, 2019 among NATURA COSMÉTICOS S.A., AVON PRODUCTS, INC., NECTARINE MERGER SUB I, INC., NECTARINE MERGER SUB II, INC. and NATURA HOLDING S.A.Agreement and Plan of Mergers • May 24th, 2019 • Avon Products Inc • Perfumes, cosmetics & other toilet preparations • New York
This AGREEMENT AND PLAN OF MERGERS (as the same may be amended from time to time in accordance with its terms, this “Agreement”) is entered into as of May 22, 2019, by and among Natura Cosméticos S.A., a Brazilian corporation (sociedade anônima) (“Parent”) which will become a direct subsidiary of HoldCo following the Parent Restructuring, Avon Products, Inc., a New York corporation (the “Company”), Nectarine Merger Sub I, Inc., a Delaware corporation and, as of the date hereof, a wholly owned direct subsidiary of HoldCo (“Merger Sub I”), Nectarine Merger Sub II, Inc., a Delaware corporation and, as of the date hereof, a wholly owned direct subsidiary of Merger Sub I (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), and Natura Holding S.A., a Brazilian corporation (sociedade anônima) (“HoldCo” and, together with Parent, Merger Subs and HoldCo, the “Parent Entities”).
ContractAgreement and Plan of Mergers • June 23rd, 2023 • Oddity Tech LTD • Perfumes, cosmetics & other toilet preparations • Delaware
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, 2007Agreement and Plan of Mergers • December 7th, 2007 • Gemstar Tv Guide International Inc • Periodicals: publishing or publishing & printing • Delaware
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”).
AMENDMENT NUMBER TWO TO AGREEMENT AND PLAN OF MERGERSAgreement and Plan of Mergers • November 5th, 2019 • Avon Products Inc • Perfumes, cosmetics & other toilet preparations
This Amendment Number Two (this “Amendment”) to the Agreement and Plan of Mergers, dated as of May 22, 2019 (the “Merger Agreement”), by and among Natura Cosméticos S.A., a Brazilian corporation (sociedade anônima) (“Parent”), Avon Products, Inc., a New York corporation (the “Company”), Nectarine Merger Sub I, Inc., a Delaware corporation and wholly owned direct subsidiary of HoldCo (“Merger Sub I”), Nectarine Merger Sub II, Inc., a Delaware corporation and wholly owned direct subsidiary of Merger Sub I (“Merger Sub II”), and Natura &Co Holding S.A., a Brazilian corporation (sociedade anônima) (“HoldCo”), is made as of November 5, 2019. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Merger Agreement.
AGREEMENT AND PLAN OF MERGERS, by and among FINANCIAL ENGINES, INC., MAYBERRY ACQUISITION SUB I, LLC, MAYBERRY ACQUISITION SUB, INC., MAYBERRY ACQUISITION SUB II, LLC, KANSAS CITY 727 ACQUISITION CORPORATION, TMFS HOLDINGS, INC., KANSAS CITY 727...Agreement and Plan of Mergers • November 9th, 2015 • Financial Engines, Inc. • Investment advice • Delaware
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
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERSAgreement and Plan of Mergers • September 24th, 2010 • Cambium Learning Group, Inc. • Miscellaneous publishing • Delaware
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.
AGREEMENT AND PLAN OF MERGERSAgreement and Plan of Mergers • November 24th, 2004 • Petrohawk Energy Corp • Crude petroleum & natural gas • Texas
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERSAgreement and Plan of Mergers • February 3rd, 2016 • Financial Engines, Inc. • Investment advice
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
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’...Agreement and Plan of Mergers • June 22nd, 2009 • Voyager Learning CO • Miscellaneous publishing • Delaware
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 PANGIAM ULTIMATE HOLDINGS, LLC (A DELAWARE LIMITED LIABILITY COMPANY), PANGIAM INTERMEDIATE HOLDINGS, LLC (A DELAWARE LIMITED LIABILITY COMPANY), PANGIAM MERGER SUB, INC. (A DELAWARE CORPORATION), PANGIAM...Agreement and Plan of Mergers • November 6th, 2023 • BigBear.ai Holdings, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGERS (this “Agreement”), dated as of November 4, 2023, is made by and among (i) Pangiam Ultimate Holdings, LLC, a Delaware limited liability company (“Seller”), (ii) Pangiam Intermediate Holdings, LLC, a Delaware limited liability company (the “Company”), (iii) BigBear.ai Holdings, Inc., a Delaware corporation (“Parent”), (iv) Pangiam Merger Sub, Inc., a Delaware corporation and a direct wholly-owned Subsidiary of Parent (“Merger Sub”) and (v) Pangiam Purchaser, LLC, a Delaware limited liability company and a direct wholly-owned Subsidiary of Parent (“Purchaser”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I.
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, 2007Agreement and Plan of Mergers • December 10th, 2007 • Macrovision Corp • Services-computer integrated systems design • Delaware
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”).
AGREEMENT AND PLAN OF MERGERSAgreement and Plan of Mergers • December 4th, 2019 • Splunk Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGERS (this “Agreement”) is made and entered into as of August 21, 2019 (the “Agreement Date”), by and among: SPLUNK INC., a Delaware corporation (“Parent”); SOLIS MERGER SUB II, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub II”); SOLIS MERGER SUB I, INC., a Delaware corporation and a wholly owned Subsidiary of Merger Sub II (“Merger Sub I,” and, together with Merger Sub II, the “Merger Subs”); SIGNALFX, INC., a Delaware corporation (together with each corporation or other Entity that has been merged into or that otherwise is a predecessor thereto, the “Company”); and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the Securityholders’ Agent (as defined in Section 11.1). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGERS BETWEEN HERITAGE FINANCIAL CORPORATION AND HERITAGE BANK AND WESTERN WASHINGTON BANCORP AND WASHINGTON STATE BANK, NATIONAL ASSOCIATIONAgreement and Plan of Mergers • January 26th, 2006 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
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”).
EXHIBIT 2 ------------------------------------------------------------------------------ AGREEMENT AND PLAN OF MERGERS Dated as of June 19, 1998 By and Between BERKSHIRE HATHAWAY INC.Agreement and Plan of Mergers • June 26th, 1998 • General Re Corp • Fire, marine & casualty insurance • Delaware
