Amendment To Merger Agreement Sample Contracts

CB Pharma Acquisition Corp. – Third Amendment to Merger Agreement (May 23rd, 2018)

This Third Amendment to Merger Agreement (this "Third Amendment") is made and entered into as of May 22, 2018 (the "Effective Date"), by and among (i) Origo Acquisition Corporation, a Cayman Islands company (including the Successor from and after the Conversion (as defined below), "OAC"), (ii) Hightimes Holding Corp., a Delaware corporation (the "Company"), (iii) HTHC Merger Sub, Inc., a Delaware corporation and a newly-formed wholly-owned subsidiary of OAC ("Merger Sub"), and (iv) Jose Aldeanueva, solely in the capacity as the OAC Representative pursuant to the designation in Section 10.13 (the "OAC Representative"). OAC, the Company, Merger Sub and the OAC Representative is hereinafter sometimes individually referred to as a "Party" and collectively, as the "Parties."

Global Partner Acquisition Corp. – First Amendment to Merger Agreement (January 8th, 2018)

This First Amendment (this "Amendment"), dated as of January 8, 2018 to the Agreement and Plan of Merger dated as of November 2, 2017 by and among Global Partner Acquisition Corp., a Delaware corporation ("Parent"), (ii) PRPL Acquisition, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent ("Merger Sub"), (iii) Purple Innovation, LLC., a Delaware limited liability company ("Company"), (iv) InnoHold, LLC, a Delaware limited liability company ("InnoHold"), and (v) Global Partner Sponsor I LLC, a Delaware limited liability company, in the capacity as the representative of the Parent (the "Parent Representative") (the "Merger Agreement"). Parent, Merger Sub, Company, InnoHold and Parent Representative are hereinafter sometimes individually referred to as a "Party" and collectively, as the "Parties."

CB Pharma Acquisition Corp. – First Amendment to Merger Agreement (October 3rd, 2017)

This First Amendment to Merger Agreement (this "Amendment") is made and entered into as of September 27, 2017, by and among (i) Origo Acquisition Corporation, a Cayman Islands company (including the Successor from and after the Conversion (as defined below), "OAC"), (ii) Hightimes Holding Corp., a Delaware corporation (the "Company"), (iii) HTHC Merger Sub, Inc., a Delaware corporation and a newly-formed wholly-owned subsidiary of OAC ("Merger Sub"), and (iv) Jose Aldeanueva, solely in the capacity as the OAC Representative pursuant to the designation in Section 10.13 (the "OAC Representative"). OAC, the Company, Merger Sub and the OAC Representative is hereinafter sometimes individually referred to as a "Party" and collectively, as the "Parties."

Pacific Special Acquisition Corp. – Second Amendment to Merger Agreement (July 3rd, 2017)

This Second Amendment to Merger Agreement (this "Amendment"), dated as of June 29, 2017, is entered into by and among (i) Pacific Special Acquisition Corp., a British Virgin Islands business company with limited liability (the "Purchaser"), (ii) Zhengqi International Holding Limited, a company incorporated in the British Virgin Islands, in the capacity under the Agreement (as defined below) as the Purchaser Representative (the "Purchaser Representative"), (iii) Zhengdong Zou, in the capacity under the Agreement as the Seller Representative (the "Seller Representative"), and (iv) Borqs International Holding Corp, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the "Company").

Fuel Systems Solutions – Fuel Systems Signs Amendment to Merger Agreement With Westport (March 7th, 2016)

New York, March 7, 2016 - Fuel Systems Solutions, Inc. ("Fuel Systems") (Nasdaq: FSYS) today announced that it has signed an Amendment (the "Amendment") to its previously announced Agreement and Plan of Merger dated as of September 1, 2015 (the "Merger Agreement") relating to the proposed business combination (the "Merger") between Fuel Systems and Westport Innovations Inc. ("Westport") (TSX: WPT / Nasdaq: WPRT). All figures are in U.S. dollars unless otherwise stated.

Amendment to Merger Agreement (May 20th, 2015)

THIS AMENDMENT (Amendment), dated as of May 15, 2015 (the Effective Date) is by and between Navigant Consulting, Inc. (Parent) and Michael Halberda, as Securityholder Representative, for and on behalf of each of the Securityholders pursuant to Section 9.23 of the Agreement and Plan of Merger, dated as of May 14, 2014, among Parent, Bobcat Acquisition Corporation, a wholly-owned subsidiary of Parent (Merger Sub), Cymetrix Corporation (the Company) and the securityholders of the Company named in the Merger Agreement, as amended by the letter agreement between Parent and the Securityholder Representative, dated May 22, 2014 (such Agreement and Plan of Merger, as so amended, the Merger Agreement).

Monarch America, Inc. – Amendment to Merger Agreement (January 16th, 2015)

AMENDMENT TO MERGER AGREEMENT ( the "Amendment"), dated as of January 1, 2015, by and between Monarch America, Inc. f/k/a Cannabis Kinetics Corp., a Nevada corporation ("CKC"), Jeremy N. Stout, Inc., d/b/a The Big Tomato, a Colorado corporation ("TBT"), The Big Tomato, Inc., a Colorado corporation and a wholly-owned subsidiary of CKC ("Acquisition Sub"), and the shareholders of TBT (the "Shareholders").

Telik, Inc. – Amendment No. 2 to Merger Agreement (July 9th, 2014)

THIS AMENDMENT NO. 2, dated as of July 7, 2014 (this Amendment), is between Telik, Inc., a Delaware corporation (Parent) and MabVax Therapeutics, Inc., a Delaware corporation (the Company).

Telik, Inc. – Amendment No. 1 to Merger Agreement (July 1st, 2014)

THIS AMENDMENT NO. 1, dated as of June 30, 2014 (this Amendment), is between Telik, Inc., a Delaware corporation (Parent) and MabVax Therapeutics, Inc., a Delaware corporation (the Company).

First Amendment to Merger Agreement (May 9th, 2013)

This FIRST AMENDMENT TO MERGER AGREEMENT (this Amendment), dated as of May 8, 2012 is entered into by and among Sprouts Farmers Markets, LLC, a Delaware limited liability company (Parent), Sprouts Farmers Markets Holdings, LLC, a Delaware limited liability company (the Buyer), Sunflower Fanners Markets, Inc., a Delaware corporation (the Company), Centennial Interim Merger Sub, Inc., a Delaware corporation (the Interim Merger Sub), Centennial Post-Closing Merger Sub, LLC, a Delaware limited liability company (the Post-Closing Merger Sub), and solely in its capacity as Representative, KMCP Grocery Investors, LLC (KMCP) (each, a Party, and collectively, the Parties). Capitalized terms used herein and not otherwise defined shall have the same meanings as set forth in the Agreement (as defined below).

Outdoor Channel Holdings, Inc. – Amendment No. 2 to Agreement and Plan of Merger (May 9th, 2013)

THIS AMENDMENT NO. 2 (this Amendment No. 2), dated as of May , 2013, to the Agreement and Plan of Merger, dated as of March 13, 2013, as amended (the Merger Agreement), is made by and among Kroenke Sports & Entertainment, LLC, a Delaware limited liability company (Parent), KSE Merger Sub, Inc., a Delaware corporation and a direct wholly-owned Subsidiary of Parent (Merger Sub), and Outdoor Channel Holdings, Inc., a Delaware corporation (OUTD). All capitalized terms that are used but not defined in this Amendment No. 2 shall have the respective meanings ascribed thereto in the Merger Agreement.

Outdoor Channel Holdings, Inc. – Amendment No. 1 to Agreement and Plan of Merger (May 3rd, 2013)

THIS AMENDMENT NO.1 (this Amendment No. 1), dated as of May 2, 2013, to the Agreement and Plan of Merger, dated as of March 13, 2013 (the Merger Agreement), is made by and among Kroenke Sports & Entertainment, LLC, a Delaware limited liability company (Parent), KSE Merger Sub, Inc., a Delaware corporation and a direct wholly-owned Subsidiary of Parent (Merger Sub), and Outdoor Channel Holdings, Inc., a Delaware corporation (OUTD). All capitalized terms that are used but not defined in this Amendment No. 1 shall have the respective meanings ascribed thereto in the Merger Agreement.

Israel Growth Partners Acquisition Corp. – Amendment No. 1 to Merger Agreement (January 10th, 2013)

This AMENDMENT NO. 1 TO MERGER AGREEMENT ("Amendment") is entered into as of January 8, 2013, among Israel Growth Partners Acquisition Corp., a Delaware corporation ("IGPAC"), Macau Resources Group Limited (formerly known as "Speedy Cosmo Limited"), a British Virgin Islands corporation (the "Company"), and the members of the Company (each, a "Shareholder" and collectively, the "Shareholders"), and constitutes an amendment to the Merger Agreement, dated August 28, 2012, by and among the parties hereto (the "Agreement"). All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement..

xhibit – Amendment to Merger Agreement (June 7th, 2012)

THIS AMENDMENT TO MERGER AGREEMENT (this "Amendment") is made and entered into as of May 23, 2012 by and among NB Manufacturing, Inc., a Nevada corporation (the "Buyer"), NB Manufacturing Subsidiary, LLC, a Nevada limited liability company that is a wholly-owned Subsidiary of the Buyer (the "Transitory Subsidiary"), XHIBIT LLC, a Nevada limited liability company (the "Target"), and Derold L. Kelley, an officer and director of the Buyer (the "Buyer Officer"). The Buyer, the Transitory Subsidiary, the Target and the Buyer Officer are referred to collectively herein as the "Parties."

Essa Bancorp – First Amendment to Merger Agreement (March 5th, 2012)

This First Amendment to the Merger Agreement (this Amendment) is made as of February 28, 2012, by and between ESSA Bancorp, Inc., a Pennsylvania corporation (ESSA), and First Star Bancorp, Inc., a Pennsylvania corporation (the First Star).

Agreement and Amendment to Merger Agreement (November 18th, 2011)

This Agreement and Amendment to the Agreement and Plan of Merger (this "Amendment") is entered into as of November 17, 2011 by and between Par Pharmaceutical, Inc. ("Parent") and Admiral Acquisition Corp. ("Merger Sub"), on the one hand, and Anchen Incorporated (the "Company") and Chih-Ming Chen, Ph.D. (solely with respect to Article XII), on the other hand. Capitalized terms used but not defined herein have the meanings assigned to them in the Merger Agreement (as defined below).

Investors Bancorp, Inc. – First Amendment to Merger Agreement (November 18th, 2011)

This Amendment No. 1 (this aEUoeAmendmentaEU) is made as of November 15, 2011 and amends that certain agreement and plan of merger (the aEUoeMerger AgreementaEU) by and among: (1) Brooklyn Federal Savings Bank (aEUoeBrooklyn Federal SavingsaEU), Brooklyn Federal Bancorp, Inc. (aEUoeBrooklyn BancorpaEU), BFS Bancorp, MHC (aEUoeBrooklyn MHCaEU), and (2) Investors Bank, formerly Investors Savings Bank (aEUoeInvestors BankaEU), Investors Bancorp, Inc. (aEUoeInvestors BancorpaEU) and Investors Bancorp, MHC (aEUoeInvestors MHCaEU)(Investors Bank, Investors Bancorp and Investors MHC are referred to herein collectively as aEUoeInvestorsaEU).

Brooklyn Federal Bancorp – First Amendment to Merger Agreement (November 16th, 2011)

This Amendment No. 1 (this "Amendment") is made as of November 15, 2011 and amends that certain agreement and plan of merger (the "Merger Agreement") by and among: (1) Brooklyn Federal Savings Bank ("Brooklyn Federal Savings"), Brooklyn Federal Bancorp, Inc. ("Brooklyn Bancorp"), BFS Bancorp, MHC ("Brooklyn MHC"), and (2) Investors Bank, formerly Investors Savings Bank ("Investors Bank"), Investors Bancorp, Inc. ("Investors Bancorp") and Investors Bancorp, MHC ("Investors MHC")(Investors Bank, Investors Bancorp and Investors MHC are referred to herein collectively as "Investors").

Conmed Healthcare Management – Amendment No. 1 to Merger Agreement (October 25th, 2011)

This Amendment No. 1 to Merger Agreement (this "Amendment") is dated as of October 24, 2011 by and among Conmed Healthcare Management, Inc., a Delaware corporation (the "Company"), Ayelet Investments LLC, a Delaware limited liability company ("Parent"), and Ayelet Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Subsidiary").

First Guaranty Bancshares, Inc. – First Amendment to Merger Agreement (June 24th, 2011)

THIS FIRST AMENDMENT TO MERGER AGREEMENT (this "Amendment"), dated as of June 23, 2011, is by and among First Guaranty Bancshares, Inc., First Guaranty Merger Subsidiary, Inc., First Guaranty Bank (the "First Guaranty Parties") and Greensburg Bancshares, Inc. and Bank of Greensburg (the "Greensburg Parties"), and amends the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 22, 2010, by and among the First Guaranty Parties and the Greensburg Parties, pursuant to which Greensburg Bancshares, Inc. is to merge with and into First Guaranty Bancshares, Inc. (the "Merger"). Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Merger Agreement.

Amendment No. 1 to Merger Agreement (April 21st, 2011)

THIS AMENDMENT NO. 1 TO MERGER AGREEMENT (this Amendment) is dated effective as of April 15, 2011, by and among Stericycle, Inc., a Delaware corporation (Buyer), SAMW Acquisition Corp., a Delaware corporation (Transitory Subsidiary), Healthcare Waste Services, Inc., a Delaware corporation (Target), and solely in his capacity as representative for the Stockholders and In the Money Optionholders (defined below) pursuant to this Agreement, Joseph Mayernik (Shareholders Representative). Each of Buyer, Transitory Subsidiary, Target and Shareholders Representative is referred to herein individually, as a Party and collectively, as the Parties.

First Amendment to Merger Agreement (September 23rd, 2010)

THIS FIRST AMENDMENT TO MERGER AGREEMENT (this First Amendment) is entered into as of the 20th day of June, 2007, by and among the Persons listed as Owners on the signature pages hereto (collectively the Owners). LOS Acquisition Co., a Georgia corporation (Acquirer), Life of the South Corporation, a Georgia corporation (the Company) and N.G. Houston, III as the Stockholder Representative

LogiSoft – Amendment to Merger Agreement (July 15th, 2010)

THIS AMENDMENT TO MERGER AGREEMENT (this Amendment) is made and entered into as of July 14, 2010 by and among HealthSport, Inc., a Delaware corporation (the Buyer), HealthSport Subsidiary, LLC., a Nevada limited liability company that is a wholly-owned subsidiary of the Buyer (the Transitory Subsidiary), and Supplemental Manufacturing & Ingredients, LLC, an Arizona limited liability company (the Target).

Landrys Restaurants, Inc. Announces Further Amendment to Merger Agreement With Tilman J. Fertitta and Voting Agreement With Pershing Square Capital Management (June 22nd, 2010)

HOUSTON, June 21 /PRNewswire-FirstCall/ Landrys Restaurants, Inc. (NYSE: LNY) (the Company) announced today that it has entered into a further amendment to the merger agreement previously signed with a company wholly-owned by Tilman J. Fertitta, Chairman, Chief Executive Officer and President of the Company. Pursuant to the amendment, the Fertitta company has agreed to increase the cash merger consideration payable to the holders of all of the Companys outstanding common stock not owned by Mr. Fertitta from $24.00 to $24.50 per share. The total value of the transaction is approximately $1.4 billion. On June 18, 2010, Mr. Fertitta beneficially owned approximately 55% of the Companys outstanding shares of common stock.

Cdss Wind Down Inc – Amendment No. 2 to Merger Agreement (June 18th, 2010)

This Amendment No. 2 (the "Amendment") to the Merger Agreement, dated March 29, 2010, as amended by the Amendment to Merger Agreement, dated April 30, 2010 (as amended, the "Agreement") is entered into effective as of June 16, 2010, by and among CDSS Wind Down, Inc., a Delaware corporation (" CDSS "), CDSS Merger Corporation, a Delaware corporation and a newly-created wholly-owned subsidiary of CDSS (" Merger Sub "), and Green Energy Management Services, Inc., a Delaware corporation ("Company ") (each a " Party " and collectively the " Parties ").

Cdss Wind Down Inc – Amendment to Merger Agreement (April 30th, 2010)

This Amendment (the "Amendment") to Merger Agreement ("Agreement") is entered into effective as of April 30, 2010, by and among CDSS Wind Down, Inc., a Delaware corporation (" CDSS "), CDSS Merger Corporation, a Delaware corporation and a newly-created wholly-owned subsidiary of CDSS (" Merger Sub "), and Green Energy Management Services, Inc., a Delaware corporation ("Company ") (each a " Party " and collectively the " Parties ").

Second Amendment to Merger Agreement (April 16th, 2010)

This Second Amendment to Merger Agreement (this "Amendment") is entered into on April __ , 2010, by and among Tedom Capital, Inc. ("Tedom"), Tedom Acquisition Corporation ("Merger Sub"), and eLayaway, Inc. ("eLayaway") with reference to the following facts and circumstances:

Innolog Holdings Corp. – First Amendment to Merger Agreement (April 15th, 2010)

This First Amendment to Merger Agreement ("Amendment") is dated December 18, 2009 by and among Galen Capital Corporation, a Nevada corporation ("GCC"), on the one hand; and the GCC Merger Sub Corporation, a Nevada corporation (the "Merger Sub") and uKarma Corporation, a Nevada corporation ("uKarma"), on the other hand.

Sorrento Therapeutics, Inc. – First Amendment to Merger Agreement (August 26th, 2009)

THIS FIRST AMENDMENT TO MERGER AGREEMENT (this Amendment) is entered into as of August 26, 2009, among QUIKBYTE SOFTWARE, INC., a Colorado corporation (Parent), SORRENTO THERAPEUTICS, INC., a Delaware corporation (Sorrento), SORRENTO MERGER CORP., INC., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub), Stephen Zaniboni, an individual as the Stockholders Agent hereunder (Stockholders Agent), and Glenn Halpryn, an individual as Parent Representative hereunder (Parent Representative). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Agreement (as defined below).

Alyst Acquisition Corp – Amendment No. 3 to Merger Agreement (June 22nd, 2009)

This Amendment No. 3 (this "Amendment"), dated as of June 19, 2009, to the Merger Agreement (as defined below) is made by and among Alyst Acquisition Corp., a Delaware corporation (including its successors and assigns, the "Parent"), China Networks Media Limited, a British Virgin Islands corporation (including its successors and assigns, the "Company"), MediaInv Ltd., a British Virgin Islands Business Company and Kerry Propper (each a "Principal Shareholder," and together with their successors and assigns from the date hereof until the Business Combination Effective time (as defined below), collectively the "Principal Shareholders") and each of the other signatories hereto. Any capitalized term not defined herein shall have the meaning for such term specified in the Merger Agreement.

McJunkin Red Man Corp – Second Amendment to Merger Agreement (June 2nd, 2009)

THIS SECOND AMENDMENT TO MERGER AGREEMENT (this "Amendment") is made and entered into as of January 29, 2007, by and among McJunkin Corporation, a West Virginia corporation (the "Company"), McJ Holding Corporation, a Delaware corporation ("Parent"), and Hg Acquisition Corp., a West Virginia corporation and a wholly owned subsidiary of Parent ("Merger Sub").

Grubb & Ellis – Second Amendment to Merger Agreement (May 26th, 2009)

THIS SECOND AMENDMENT TO MERGER AGREEMENT (this Amendment) is made as of the 19th day of May, 2009, among GERA Danbury LLC, a Delaware limited liability company (referred to herein as Seller or Danbury LLC), GERA Property Acquisition LLC, a Delaware limited liability company (the Company), Grubb & Ellis Company, a Delaware corporation (Parent), Matrix Connecticut, LLC, a Delaware limited liability company (Buyer), and Matrix Danbury, LLC, a Delaware limited liability company and a wholly owned subsidiary of Buyer (Merger Sub).

DUSA Pharmaceuticals, Inc. – Re: Amended Nicomide License and Third Amendment to Merger Agreement HIGHLY CONFIDENTIAL (May 12th, 2009)

We are writing to you in your capacity as the Sirius Shareholder Representatives under the terms of the merger agreement between DUSA Pharmaceuticals, Inc. (DUSA) and Sirius Laboratories, Inc. (Sirius) dated December 30, 2005, as amended (the Merger Agreement). As explained below, we require a further limited waiver of Section 10.4(b) of the Merger Agreement.

Investors Bancorp, Inc. – First Amendment to Merger Agreement (March 18th, 2009)

THIS FIRST AMENDMENT TO MERGER AGREEMENT (this Amendment), dated as of March 9, 2009, is by and between Investors Bancorp, Inc., a Delaware corporation (Investors), and American Bancorp of New Jersey, Inc., a New Jersey corporation (ABNJ), and amends the Merger Agreement (the Merger Agreement), dated as of December 14, 2008, by and between Investors and ABNJ, pursuant to which ABNJ is to merge with and into Investors (the Merger). Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Merger Agreement.

American Bancorp of New Jersey, Inc. – First Amendment to Merger Agreement (March 17th, 2009)

THIS FIRST AMENDMENT TO MERGER AGREEMENT (this "Amendment"), dated as of March 9, 2009, is by and between Investors Bancorp, Inc., a Delaware corporation ("Investors"), and American Bancorp of New Jersey, Inc., a New Jersey corporation ("ABNJ"), and amends the Merger Agreement (the "Merger Agreement"), dated as of December 14, 2008, by and between Investors and ABNJ, pursuant to which ABNJ is to merge with and into Investors (the "Merger"). Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Merger Agreement.