Asset Purchase Agreement And Plan Of Reorganization Sample Contracts

Asset Purchase Agreement and Plan of Reorganization (January 6th, 2014)

THIS ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement"), dated as of January 6, 2014, is by and among Brightcove Inc., a Delaware corporation ("Parent"), Cacti Acquisition LLC, a Delaware limited liability company ("Buyer"), Unicorn Media of Arizona, Inc., an Arizona corporation, and U Media Limited, a private limited company registered in England and Wales (each, a "Seller Subsidiary" and, collectively, the "Seller Subsidiaries"), Unicorn Media, Inc., a Delaware corporation (the "Company", and, collectively with the Seller Subsidiaries, sometimes referred to herein as the "Sellers" and each individually, a "Seller"), and Vickie B. Wittie, as the Securityholders' Representative (the "Securityholders' Representative"). Certain terms used in this Agreement are defined in Section 1.1 hereof. An index of defined terms used in this Agreement is set forth in Section 1.2 hereof.

Mesa Energy Holdings, Inc. – Amendment No. 1 to Asset Purchase Agreement and Plan of Reorganization (February 22nd, 2013)

THIS AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION, dated as of February 19, 2013 (this "Amendment No. 1"), among Armada Oil, Inc., a corporation organized under the laws of the State of Nevada ("Armada"), Mesa Energy Holdings, Inc., a corporation organized under the laws of the State of Delaware ("Mesa") and Mesa Energy, Inc., a corporation organized under the laws of the State of Nevada and a direct wholly-owned subsidiary of Mesa ("Mesa Sub"). Each of Armada, Mesa and Mesa Sub are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

NdB Energy – Amendment No. 1 to Asset Purchase Agreement and Plan of Reorganization (February 22nd, 2013)

THIS AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION, dated as of February 19, 2013 (this "Amendment No. 1"), among Armada Oil, Inc., a corporation organized under the laws of the State of Nevada ("Armada"), Mesa Energy Holdings, Inc., a corporation organized under the laws of the State of Delaware ("Mesa") and Mesa Energy, Inc., a corporation organized under the laws of the State of Nevada and a direct wholly-owned subsidiary of Mesa ("Mesa Sub"). Each of Armada, Mesa and Mesa Sub are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

Mesa Energy Holdings, Inc. – Asset Purchase Agreement and Plan of Reorganization Dated as of November 14, 2012 Among Armada Oil, Inc., Mesa Energy Holdings, Inc. And Mesa Energy, Inc. (November 20th, 2012)

ARTICLE I THE ACQUISITION SECTION 1.1 The Acquisition 2 SECTION 1.2 The Acquisition Consideration 2 SECTION 1.3 The Dissolution 3 SECTION 1.4 Closing 3 SECTION 1.5 Further Assurances 3 SECTION 1.6 Certain Adjustments 3 SECTION 1.7 Right to Revise Structure 3 ARTICLE II DISTRIBUTION OF CERTIFICATES SECTION 2.1 Distribution Procedures 4 SECTION 2.2 Mesa Stock Options; Restricted Stock Grants; Warrants 4 SECTION 2.3 No Further Ownership Rights in Mesa Common Stock 6 SECTION 2.4 No Liability 6 SECTION 2.5 Withholding Rights 6 SECTION 2.6 Stock Transfer Books 6 ARTICLE III REPRESENTATIONS AND WARRANTIES OF MESA SECTION

NdB Energy – Asset Purchase Agreement and Plan of Reorganization Dated as of November 14, 2012 Among Armada Oil, Inc., Mesa Energy Holdings, Inc. And Mesa Energy, Inc. (November 20th, 2012)

ARTICLE I THE ACQUISITION SECTION 1.1 The Acquisition 2 SECTION 1.2 The Acquisition Consideration 2 SECTION 1.3 The Dissolution 3 SECTION 1.4 Closing 3 SECTION 1.5 Further Assurances 3 SECTION 1.6 Certain Adjustments 3 SECTION 1.7 Right to Revise Structure 3 ARTICLE II DISTRIBUTION OF CERTIFICATES SECTION 2.1 Distribution Procedures 4 SECTION 2.2 Mesa Stock Options; Restricted Stock Grants; Warrants 4 SECTION 2.3 No Further Ownership Rights in Mesa Common Stock 6 SECTION 2.4 No Liability 6 SECTION 2.5 Withholding Rights 6 SECTION 2.6 Stock Transfer Books 6 ARTICLE III REPRESENTATIONS AND WARRANTIES OF MESA SECTION

Igambit Inc – Asset Purchase Agreement and Plan of Reorganization (December 31st, 2009)

THIS ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION (Agreement), dated as of September 30, 2009 is by and between JEKYLL ISLAND VENTURES INC. , a New York corporation, doing business as Gotham Photo Company, the Seller), and GOTHAM INNOVATION LAB INC., a New York corporation (Purchaser).

Medical Solutions Management – Asset Purchase Agreement and Plan of Reorganization (July 31st, 2008)

This Asset Purchase Agreement and Plan of Reorganization (this Agreement), dated as of July 25, 2008 (the Effective Date), is by and among Certified Diabetic Services, Inc., a Delaware corporation with a mailing address of 3030 Horseshoe Drive South, Suite 200, Naples, Florida 34104 (CDIP); Andover Medical, Inc., a Delaware corporation with a mailing address of 510 Turnpike Street, Suite 204, N. Andover, Massachusetts 01845 (Andover, collectively with CDIP, the Target Companies and sometimes each individually referred to as a Target Company); and Medical Solutions Management Inc., a Nevada corporation with a mailing address of 237 Cedar Hill Street, Marlboro, Massachusetts 01752 (MSMT). MSMT and the Target Companies are each sometimes referred to individually as a Constituent Company and collectively as the Constituent Companies. All capitalized terms used in this Agreement without definition shall have the respective meanings ascribed to such terms in Section 7.12 hereof.

Medical Solutions Management – Asset Purchase Agreement and Plan of Reorganization (July 31st, 2008)

This Asset Purchase Agreement and Plan of Reorganization (this Agreement), dated as of July 25, 2008 (the Effective Date), is by and among Certified Diabetic Services, Inc., a Delaware corporation with a mailing address of 3030 Horseshoe Drive South, Suite 200, Naples, Florida 34104 (CDIP); Andover Medical, Inc., a Delaware corporation with a mailing address of 510 Turnpike Street, Suite 204, N. Andover, Massachusetts 01845 (Andover, collectively with CDIP, the Target Companies and sometimes each individually referred to as a Target Company); and Medical Solutions Management Inc., a Nevada corporation with a mailing address of 237 Cedar Hill Street, Marlboro, Massachusetts 01752 (MSMT). MSMT and the Target Companies are each sometimes referred to individually as a Constituent Company and collectively as the Constituent Companies. All capitalized terms used in this Agreement without definition shall have the respective meanings ascribed to such terms in Section 7.12 hereof.

Hot Mamas Foods, Inc. – Asset Purchase Agreement and Plan of Reorganization (July 28th, 2008)

This Asset Purchase Agreement and Plan of Reorganization (this Agreement), dated as of July 25, 2008 (the Effective Date), is by and among Certified Diabetic Services, Inc., a Delaware corporation with a mailing address of 3030 Horseshoe Drive South, Suite 200, Naples, Florida 34104 (CDIP); Andover Medical, Inc., a Delaware corporation with a mailing address of 510 Turnpike Street, Suite 204, N. Andover, Massachusetts 01845 (Andover, collectively with CDIP, the Target Companies and sometimes each individually referred to as a Target Company); and Medical Solutions Management Inc., a Nevada corporation with a mailing address of 237 Cedar Hill Street, Marlboro, Massachusetts 01752 (MSMT). MSMT and the Target Companies are each sometimes referred to individually as a Constituent Company and collectively as the Constituent Companies. All capitalized terms used in this Agreement without definition shall have the respective meanings ascribed to such terms in Section 7.12 hereof.

ImageWare Systems, Inc. – Amendment No. 1 to Asset Purchase Agreement and Plan of Reorganization (April 1st, 2008)

THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION, dated as of March 28, 2008 (the Amendment), is made by and between IMAGEWARE SYSTEMS, INC., a Delaware corporation (Purchaser) and WINK JONES (the Seller Representative), in his capacity as the representative of the shareholders of Sol Logic, Inc., a California corporation (the Seller). Capitalized terms used but not defined herein shall have the meaning assigned to them in the Asset Purchase Agreement (as defined below).

ImageWare Systems, Inc. – Asset Purchase Agreement and Plan of Reorganization (December 21st, 2007)

THIS ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of December 19, 2007, by and among: SOL LOGIC, INC., a California corporation (the Seller); Frank Mitchell, an individual and a shareholder of the Seller (Mitchell); Wink Jones, in his capacity as the representative of the shareholders of the Seller; and IMAGEWARE SYSTEMS, INC., a Delaware corporation (the Purchaser). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in EXHIBIT A attached hereto.

Capstone Therapeutics – ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN ORTHOLOGIC CORP. AND AzERx, Inc. February 23, 2006 (April 25th, 2006)

THIS ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION is entered into as of the 23rd day of February, 2006, by and between OrthoLogic Corp., a Delaware corporation (OrthoLogic), and AzERx, Inc., a Delaware corporation (AzERx). OrthoLogic and AzERx are referred to collectively herein as the Parties and individually as Party.

Capstone Therapeutics – Amendment No. 2 to Asset Purchase Agreement and Plan of Reorganization (August 6th, 2004)

THIS AMENDMENT NO. 2 TO THE ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION (this Amendment) is entered into as of the 5th day of August 2004, by and between OrthoLogic Corp., a Delaware corporation (Buyer), and Chrysalis Biotechnology, Inc., a Delaware corporation (Seller).

Asset Purchase Agreement and Plan of Reorganization (August 7th, 2001)

THIS ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of April 17, 2001, by and among QuickLogic Corporation, a Delaware corporation ("Parent"); Q Acquisition Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Parent ("Buyer"); V3 Semiconductor, Inc., a Nevada corporation ("Seller"); and V Cubed Corporation, a Nevada corporation.