Agreement of Merger and Plan of Reorganization Sample Contracts

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • August 17th, 2016 • Active With Me Inc. • Services-computer processing & data preparation • New York

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on August 15, 2016 by and among Active With Me, Inc., a Nevada corporation (“Parent”), Rasna Acquisition Corp., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and Rasna Therapeutics, Inc., a Delaware corporation (the “Company”).

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Exhibit 2.1 AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • June 16th, 2005 • Chubasco Resources Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
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Agreement of Merger and Plan of Reorganization • September 30th, 2004 • CCP Worldwide Inc • Plastics foam products • Delaware
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • October 9th, 2018 • NuLife Sciences, Inc. • Services-detective, guard & armored car services • Louisiana

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on August 9, 2018 by and among NuLife Sciences, Inc., a Nevada corporation (“Pubco”), NuLife Acquisition Corporation, a Louisiana corporation and a wholly-owned subsidiary of Pubco (“Merger Sub”), and LJR Security Services, Inc., a Louisiana corporation (“LJR”).

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION DATED JULY 30, 2021 BETWEEN FUNDRISE GROWTH eREIT 2019, LLC AND FUNDRISE GROWTH eREIT V, LLC AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • May 3rd, 2022 • Fundrise Development eREIT, LLC • Real estate investment trusts • Delaware

This Agreement of Merger and Plan of Reorganization (this “Agreement”) is dated as of July 30, 2021 between Fundrise Growth eREIT 2019, LLC, a Delaware limited liability company (“Growth 2019”), and Fundrise Growth eREIT V, LLC, a Delaware limited liability company (“Growth V” and, together with Growth 2019, the “Merger Parties” and each individually a “Merger Party”).

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION DATED [DATE] BETWEEN Fundrise Equity REIT, LLC AND Fundrise Balanced eREIT, LLC AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • July 8th, 2022 • Fundrise Equity REIT, LLC • Real estate investment trusts • Delaware

This Agreement of Merger and Plan of Reorganization (this “Agreement”) is dated as of [DATE] between Fundrise Equity REIT, LLC, a Delaware limited liability company (“Survivor”), and Fundrise Balanced eREIT, LLC, a Delaware limited liability company (“Target” and, together with Survivor, the “Merger Parties” and each individually a “Merger Party”).

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • July 24th, 2009 • LG Holding Corp • Services-business services, nec • Colorado

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION is made and entered into on July 20, 2009, by and among LG HOLDING CORPORATION, a Nevada corporation (“Parent”), LG ACQUISITION CORP., a Colorado corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and MIKOJO, INC., a California company incorporated in the state of Delaware (the “Company”).

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • October 7th, 1996 • Pittencrieff Communications Inc • Radiotelephone communications • Delaware
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • October 31st, 2014 • SSTL, Inc. • Services-racing, including track operation • Nevada

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on October 30, 2014, by and among SSTL, Inc., a Nevada corporation (“Parent”), SSTL Acquisition Corp., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and Zenovia Digital Exchange Corporation, a Delaware corporation (the “ Company”).

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • October 4th, 2004 • Host America Corp • Retail-eating places • Connecticut
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • February 5th, 2008 • Counterpath Corp • Services-business services, nec • Delaware

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on February 1, 2008, by and among COUNTERPATH CORPORATION, a Nevada corporation (“Parent”), COUNTERPATH ACQUISITION CORP., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, BRIDGEPORT NETWORKS, INC., a Delaware corporation (the “Company”), POLARIS VENTURE PARTNERS IV, L.P., a limited partnership (“Polaris”), POLARIS VENTURE PARTNERS ENTREPRENEURS FUND IV, L.P., a limited partnership (“Polaris Venture”), GENERAL CATALYST GROUP II, L.P., a limited partnership (“General Catalyst”), GC ENTREPRENEURS FUND II, L.P., a limited partnership (“GC”), TORONTO DOMINION CAPITAL (USA), INC., a corporation (“Toronto Dominion”) and SUMMERHILL VENTURES I, L.P., a limited partnership (“Summerhill”).

FIRST AMENDMENT TO AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • August 9th, 2013 • Global Digital Solutions Inc • Perfumes, cosmetics & other toilet preparations

THIS FIRST AMENDMENT TO AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “First Amendment”), made as of August 5, 2013, by and between AIRTRONIC USA, INC., an Illinois corporation (the “Company”) and GLOBAL DIGITAL SOLUTIONS, INC., a New Jersey corporation (“Parent”).

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • May 23rd, 2013 • Numbeer, Inc. • Totalizing fluid meters & counting devices • Nevada

This Agreement of Merger and Plan of Reorganization (this “Agreement”) is entered into as of May 22, 2013 by and between NUMBEER, INC., a Nevada corporation (“Numbeer”), NUMBEER ACQUISITION, INC., a Nevada corporation (“Acquisition”), and GOOD EARTH ENERGY CONSERVATION, INC., a Delaware corporation (“Good Earth”). Numbeer, Acquisition and Good Earth are sometimes hereinafter collectively referred to as the “parties” and individually as a “party.”

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • October 26th, 2011 • Insituform Technologies Inc • Water, sewer, pipeline, comm & power line construction • Delaware

This Agreement of Merger and Plan of Reorganization (“Agreement”), dated as of October 19, 2011, is among Insituform Technologies, Inc., a Delaware corporation (the “Company”), Aegion Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Holdco”), and Insituform MergerSub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Holdco (“MergerSub”).

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • August 11th, 2015 • Biohitech Global, Inc. • Services-educational services • Delaware

This Agreement of Merger and Plan of Reorganization (this “Agreement”) is entered into as of August 6, 2015 by and among SWIFT START CORP., a Delaware corporation (“Swift”), BIOHITECH GLOBAL, INC., a Delaware corporation (“Acquisition”), and BIO HI TECH AMERICA, LLC, a Delaware limited liability company (“BioHiTech”). Swift, Acquisition and BioHiTech are sometimes hereinafter collectively referred to as the “Parties” and individually as a “Party.”

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION Among BTHC VII, INC. WBT ACQUISITION CORP. And WHITEHALL JEWELERS, INC., July 27, 2007
Agreement of Merger and Plan of Reorganization • August 1st, 2007 • BTHC VII Inc • Blank checks • New York

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (the "Agreement") is made and entered into as of July 27, 2007, by and among BTHC VII, Inc., a Delaware corporation ("Parent"), WBT Acquisition Corp., a Delaware corporation ("Acquisition Corp."), which is a wholly-owned subsidiary of Parent and Whitehall Jewelers, Inc., a Delaware corporation (the "Company").

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • February 15th, 2007 • Hibbett Sporting Goods Inc • Retail-miscellaneous shopping goods stores • Delaware

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (“Agreement”), dated as of February 9, 2007, is entered into by and among Hibbett Sporting Goods, Inc., a Delaware corporation (the “Company”), Hibbett Sports, Inc., a Delaware corporation (“Holdco”) and a direct, wholly owned subsidiary of the Company, and Hibbett Merger Sub, Inc., a Delaware corporation (“MergerSub”) and a direct, wholly owned subsidiary of Holdco.

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • January 5th, 2012 • MGP Ingredients Inc • Grain mill products • Kansas

This AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (“Agreement”), is made on this 3rd day of January, 2012, by among MGP Ingredients, Inc., a Kansas corporation (the “Company”), MGPI Holdings, Inc., a Kansas corporation and a direct, wholly-owned subsidiary of the Company (“Holdings”), and MGPI Merger Sub, Inc., a Kansas corporation and a direct, wholly-owned subsidiary of Holdings (“Merger Sub”). This Agreement constitutes a binding contract among MGPI, Holdings and Merger Sub in accordance with its terms and the applicable provisions of the Kansas General Corporation Code (the “General Corporation Code”).

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION by and among RESEARCH SOLUTIONS, INC. RESEARCH SOLUTIONS ACQUISITION 2, LLC, SCITE, INC., and THE STOCKHOLDER REPRESENTATIVE Dated as of November 24, 2023
Agreement of Merger and Plan of Reorganization • November 27th, 2023 • Research Solutions, Inc. • Services-business services, nec • Delaware
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION among BROADCASTER, INC., LLS ACQUISITION, INC. and LAMPLIGHTER STUDIOS, INC. August 28, 2008
Agreement of Merger and Plan of Reorganization • September 10th, 2008 • Broadcaster Inc • Services-prepackaged software • California

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION is made and entered into on August 28, 2008, by and among BROADCASTER, INC., a Delaware corporation (“Parent”), LLS ACQUISITION, INC., a California corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, LAMPLIGHTER STUDIOS, INC., a California corporation (the “Company”), and JOSH ROSE, an individual (“Rose”).

FIRST AMENDMENT TO AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • September 10th, 2013 • Global Digital Solutions Inc • Perfumes, cosmetics & other toilet preparations

THIS FIRST AMENDMENT TO AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “First Amendment”), made as of August 5, 2013, by and between AIRTRONIC USA, INC., an Illinois corporation (the “Company”) and GLOBAL DIGITAL SOLUTIONS, INC., a New Jersey corporation (“Parent”).

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AGREEMENT OF MERGER AND PLAN OF REORGANIZATION among NETFABRIC HOLDINGS, INC., NETFABRIC ACQUISITION CORP. and XCEL BRANDS, INC. September 29, 2011
Agreement of Merger and Plan of Reorganization • October 5th, 2011 • XCel Brands, Inc. • Services-business services, nec • Delaware

Page 1. The Merger. 2 1.1 Merger 2 1.2 Effective Time 2 1.3 Certificate of Incorporation, By-laws, Directors and Officers. 2 1.4 Effect of the Merger 2 1.5 Manner and Basis of Converting Shares. 2 1.6 Surrender and Exchange of Certificates 3 1.7 Parent Common Stock 3 1.8 Additional Consideration 3 1.9 Escrow 3 1.10 Operation of Surviving Corporation 3 2. Representations and Warranties of the Company. 4 2.1 Organization, Standing, Subsidiaries, Etc. 4 2.2 Qualification 4 2.3 Capitalization of the Company 4 2.4 Company Stockholders 4 2.5 Corporate Acts and Proceedings 4 2.6 Binding Obligations 5 2.7 Form 8-K and Financial Statements 5 2.8 Private Placement 5 3. Representations and Warranties of Parent and Acquisition Corp. 5 3.1 Organization, Standing, Subsidiaries, Etc 5 3.2 Corporate Authority 5 3.3 Broker’s and Finder’s Fees 5 3.4 Capitalization of Parent 6 3.5 Acquisition Corp 6 3.6 Validity of Shares 6 3.7 SEC Reporting and Compliance 6 3.8 Financial Statements 7 3.9 Governmental Co

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • August 14th, 2007 • BAD TOYS Holdings, Inc. • Motorcycles, bicycles & parts • Nevada

This AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of July 2, 2007 between Bad Toys Holdings, Inc., a Nevada corporation with a mailing address of 2344 Woodridge Avenue, Kingsport, Tennessee 37664 (“Bad Toys Nevada”), and Paladin Holdings, Inc., a Florida corporation with a mailing address of 2344 Woodridge Avenue, Kingsport, Tennessee 37664 (“Paladin Florida”). Bad Toys Nevada and Paladin Florida are from time to time herein referred to as the “Constituent Corporations.”

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • February 11th, 2005 • Accentia Biopharmaceuticals Inc • Florida

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made as of January 8, 2003, by and among TEAMM PHARMACEUTICALS, INC., a Delaware corporation (“TEAMM”), the TEAMM principals, as listed on the signature page of this Agreement (collectively, the “TEAMM Principals”), ACCENTIA, INC., a Florida corporation (“Accentia”), and TEAMM PHARMACEUTICALS, INC., a Florida corporation and a wholly-owned subsidiary of Accentia (“Sub”).

FIRST AMENDMENT TO AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • March 25th, 2014 • Eon Communications Corp • Telephone communications (no radiotelephone) • New York

THIS AMENDMENT, dated as of March 24, 2014 (this “Amendment”), by and among Inventergy, Inc., a Delaware corporation (“Inventergy”), eOn Communications Corporation, a Delaware corporation (“Parent”), and Inventergy Merger Sub, Inc., a Delaware corporation (“Merger Sub” and, together with Inventergy and Parent, the “Parties”), amends that certain Agreement of Merger and Plan of Reorganization, dated as of December 17, 2013, among the Parties (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • July 10th, 2015 • HashingSpace Corp • Services-business services, nec • Delaware

This Agreement of Merger and Plan of Reorganization (this "Agreement") is entered into as of July 10, 2015 by and among HASHINGSPACE CORPORATION., a publicly-owned Nevada corporation ("HASH"), HASH ACQUISITION CORP., Delaware corporation ("Acquisition"), and HASHINGSPACE CORPORATION, a Delaware corporation ("HashingSpace"). HASH, Acquisition and HashingSpace are sometimes hereinafter collectively referred to as the "Parties" and individually as a "Party."

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • August 17th, 2016 • Active With Me Inc. • Services-computer processing & data preparation • New York

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on May 17, 2016 by and among Rasna Therapeutics, Inc., a Delaware corporation (“Parent”), Falconridge Holdings Limited, a corporation organized under the laws of the British Virgin Islands (“Falconridge”), which is a wholly-owned subsidiary of Parent, and Arna Therapeutics Limited, a corporation formed under the laws of the British Virgin Islands (the “Company”).

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION AMONG LUMBER LIQUIDATORS, INC., LUMBER LIQUIDATORS HOLDINGS, INC., and LUMBER LIQUIDATORS MERGER SUB, INC. December 29, 2009
Agreement of Merger and Plan of Reorganization • January 4th, 2010 • Lumber Liquidators, Inc. • Retail-lumber & other building materials dealers • Delaware

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (“Agreement”), dated as of December 29, 2009, is entered into by and among Lumber Liquidators, Inc., a Delaware corporation (the “Company”), Lumber Liquidators Holdings, Inc., a Delaware corporation (“Holdco”) and a direct, wholly owned subsidiary of the Company, and Lumber Liquidators Merger Sub, Inc., a Delaware corporation (“MergerSub”) and a direct, wholly owned subsidiary of Holdco.

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION BY AND AMONG MED-X, INC., MED-X ACQUISITION CORP and PACIFIC SHORE HOLDINGS, INC. and MATTHEW MILLS Dated as of December 15, 2017 AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • December 21st, 2017 • Med-X, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on December 15, 2017, by and among Med-X, Inc., a Nevada corporation (“Parent”), Med-X Acquisition Corp, a Delaware corporation in formation (“Acquisition Corp”), which is a wholly-owned subsidiary of Parent, Pacific Shore Holdings, Inc., a Delaware corporation (the “Company”), and Matthew Mills, an individual (“Mills”).

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION MERGING a Florida corporation with, and into, FUNDTHATCOMPANY a Nevada corporation under the name of MAY 3, 2018 AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • May 11th, 2018 • Clic Technology, Inc. • Services-business services, nec • Nevada

This Agreement of Merger and Plan of Reorganization (the “Agreement”) is dated as of this 3rd day of May, 2018 (the “Effective Date”), by and among on the one hand, FundThatCompany, a Nevada corporation, with a registered office address of 1815 NE 144th Street, North Miami, Florida 33181, (“FNTT”, and the “Surviving Corporation”), and on the other hand, CLIC Technology, Inc., a Florida corporation, with a business address of 815 NE 144th Street, North Miami, Florida 33181, (“CTI” or the “Merging Corporation”) and the shareholders of CTI (the “CTI Shareholders”). (FNTT, CTI, and the CTI Shareholders may be referred to herein as a “party” and collectively as the “parties”; and the Merging and Surviving Corporations may also be referred to herein collectively as the "Constituent Corporations").

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • December 29th, 2016 • International Metals Streaming Corp. • Services-automotive repair, services & parking • New York

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on December 28, 2016 by and among International Metals Streaming Corp., a Nevada corporation (“Pubco”), EPT Acquisition Corporation, a Delaware corporation (“Merger Sub”), and a direct wholly-owned subsidiary of Pubco, and Environmental Packaging Technologies, Inc., a Delaware corporation (“EPT”).

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION BY AND AMONG BULLFROG GOLD CORP. BULLFROG GOLD ACQUISITION CORP. and STANDARD GOLD CORP. Dated as of September 30, 2011
Agreement of Merger and Plan of Reorganization • December 18th, 2012 • Bullfrog Gold Corp. • Metal mining • New York

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on September 30, 2011, by and among Bullfrog Gold Corp., a Delaware corporation (“Parent”), Bullfrog Gold Acquisition Corp., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and Standard Gold Corp., a Nevada corporation (the “Company”).

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION dated February 24, 2006 Among Granite Exchange Services, LLC Lonnie Nielson Rob Awalt Justin Swift Sellers and The Bank Holdings, through its Subsidiary, Granite Exchange, Inc. Purchaser
Agreement of Merger and Plan of Reorganization • April 3rd, 2006 • Bank Holdings • State commercial banks • Nevada

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION, made as of February 24, 2006, among Lonnie Nielson (“Nielson”), Rob Awalt (“Awalt”), and Justin Swift (“Swift”), (collectively hereinafter referred to as “Members”), Granite Exchange Services, LLC, (“Granite, LLC”), Granite Exchange, Inc., (“Granite, Inc.”), through its Parent, The Bank Holdings, and The Bank Holdings (“TBH”).

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