Business Combination Agreement Sample Contracts

Atlas Holdings, Inc. – Amendment No. 1 to the Business Combination Agreement (May 7th, 2018)
Atlas Holdings, Inc. – Amendment No. 2 to the Business Combination Agreement (May 7th, 2018)
Atlas Holdings, Inc. – BUSINESS COMBINATION AGREEMENT Dated as of October 17, 2017 by and Among IMPAX LABORATORIES, INC., ATLAS HOLDINGS, INC., K2 MERGER SUB CORPORATION and AMNEAL PHARMACEUTICALS LLC (May 7th, 2018)
Yatra Online, Inc. – INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (This "Agreement") Is Entered Into as of December 16, 2016, by and Among Yatra Online, Inc., a Cayman Islands Exempted Company Limited by Shares (The "Company"), and the Undersigned Parties Listed as Investors on the Signature Page Hereto, Together With Investors to Be Added in an Addendum Agreement Within Seven (7) Business Days of the Date of This Agreement (Each, an "Investor" and Collectively, the "Investors"). WHEREAS, Terrapin 3 Acquisition Corporation, a Delaware Corporation ("TRTL"), and Certain of the Investors (The "Or*iginal I (May 3rd, 2018)
BUSINESS COMBINATION AGREEMENT by and Among T-Mobile US, INC., HURON MERGER SUB LLC, SUPERIOR MERGER SUB CORPORATION, SPRINT CORPORATION, STARBURST I, INC., GALAXY INVESTMENT HOLDINGS, INC. And for the Limited Purposes Set Forth in This Agreement, DEUTSCHE TELEKOM AG, DEUTSCHE TELEKOM HOLDING B.V., and SOFTBANK GROUP CORP. Dated as of April 29, 2018 (April 30th, 2018)

This BUSINESS COMBINATION AGREEMENT, dated as of April 29, 2018 (this Agreement), is made by and among T-Mobile US, Inc., a Delaware corporation (T-Mobile), Huron Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of T-Mobile (Merger Company), Superior Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Merger Company (Merger Sub), Sprint Corporation, a Delaware corporation (Sprint), Starburst I, Inc., a Delaware corporation (Starburst), Galaxy Investment Holdings, Inc., a Delaware corporation (Galaxy and, collectively with Starburst, the SoftBank US HoldCos), and for the limited purposes of the covenants and representations and warranties set forth herein that are expressly obligations of such persons, Deutsche Telekom AG, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany (DT), Deutsche Telekom Holding B.V., a besloten vennootschap met beperkte aansprakelijkheid organized and exist

BUSINESS COMBINATION AGREEMENT by and Among T-Mobile US, INC., HURON MERGER SUB LLC, SUPERIOR MERGER SUB CORPORATION, SPRINT CORPORATION, STARBURST I, INC., GALAXY INVESTMENT HOLDINGS, INC. And for the Limited Purposes Set Forth in This Agreement, DEUTSCHE TELEKOM AG, DEUTSCHE TELEKOM HOLDING B.V., and SOFTBANK GROUP CORP. Dated as of April 29, 2018 (April 30th, 2018)

This BUSINESS COMBINATION AGREEMENT, dated as of April 29, 2018 (this Agreement), is made by and among T-Mobile US, Inc., a Delaware corporation (T-Mobile), Huron Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of T-Mobile (Merger Company), Superior Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Merger Company (Merger Sub), Sprint Corporation, a Delaware corporation (Sprint), Starburst I, Inc., a Delaware corporation (Starburst), Galaxy Investment Holdings, Inc., a Delaware corporation (Galaxy and, collectively with Starburst, the SoftBank US HoldCos), and for the limited purposes of the covenants and representations and warranties set forth herein that are expressly obligations of such persons, Deutsche Telekom AG, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany (DT), Deutsche Telekom Holding B.V., a besloten vennootschap met beperkte aansprakelijkheid organized and exist

Atlas Holdings, Inc. – BUSINESS COMBINATION AGREEMENT Dated as of October 17, 2017 by and Among IMPAX LABORATORIES, INC., ATLAS HOLDINGS, INC., K2 MERGER SUB CORPORATION and AMNEAL PHARMACEUTICALS LLC (April 13th, 2018)
Atlas Holdings, Inc. – Amendment No. 1 to the Business Combination Agreement (April 13th, 2018)
Atlas Holdings, Inc. – Amendment No. 2 to the Business Combination Agreement (April 13th, 2018)
Amendment No. 1 to Business Combination Agreement and Partial Assignment and Assumption of Business Combination Agreement (January 24th, 2018)

This AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT AND PARTIAL ASSIGNMENT AND ASSUMPTION OF BUSINESS COMBINATION AGREEMENT (this Amendment and Partial Assignment), dated as of January 24, 2018, is by and among McDermott International, Inc., a corporation incorporated under the laws of the Republic of Panama (Moon), McDermott Technology, B.V., a company incorporated under the laws of the Netherlands and a direct wholly owned subsidiary of Moon (Moon Bidco), McDermott Technology (Americas), LLC, a Delaware limited liability company and a wholly owned subsidiary of Moon (U.S. Acquiror 1), McDermott Technology (US), LLC, a Delaware limited liability company and a wholly owned subsidiary of Moon (U.S. Acquiror 2, and, together with Moon, Moon Bidco and U.S. Acquiror 1 the Original Moon Parties), McDermott Technology (2), B.V., a company incorporated under the laws of the Netherlands and a wholly owned subsidiary of Moon (Moon Bidco 2), McDermott Technology (3), B.V., a company incorpora

BUSINESS COMBINATION AGREEMENT by and Among McDermott INTERNATIONAL, INC., McDermott TECHNOLOGY, B.V., McDermott TECHNOLOGY (AMERICAS), LLC, McDermott TECHNOLOGY (US), LLC, CHICAGO BRIDGE & IRON COMPANY N.V., COMET I B.V., COMET II B.V., CB&I OIL & GAS EUROPE B.V., CB&I GROUP UK HOLDINGS, CB&I NEDERLAND B.V. And THE SHAW GROUP, INC. Dated as of December 18, 2017 (December 18th, 2017)

THIS BUSINESS COMBINATION AGREEMENT (this Agreement) dated as of December 18, 2017, is by and among McDermott International, Inc., a corporation incorporated under the laws of the Republic of Panama (Moon), McDermott Technology, B.V., a company incorporated under the laws of the Netherlands and a direct wholly owned subsidiary of Moon (Moon Bidco), McDermott Technology (Americas), LLC, a Delaware limited liability company and a wholly owned subsidiary of Moon (U.S. Acquiror 1), McDermott Technology (US), LLC, a Delaware limited liability company and a wholly owned subsidiary of Moon (U.S. Acquiror 2 and, together with U.S. Acquiror 1, Moon and Moon Bidco, the Moon Parties), Chicago Bridge & Iron Company N.V., a public company with limited liability incorporated under the laws of the Netherlands (Comet), Comet I B.V., a company incorporated under the laws of the Netherlands and a direct wholly owned subsidiary of Comet (Comet Newco), Comet II B.V., a company incorporated under the laws

Boulevard Acquisition Corp. II – Amendment No. 2 to Amended and Restated Business Combination Agreement (December 18th, 2017)

This Amendment No. 2, dated as of December 13, 2017 (this Amendment), to the Amended and Restated Business Combination Agreement (the BCA), dated as of September 11, 2017 and amended on December 7, 2017, by and among Estre Ambiental S.A., a sociedade anonima organized under the laws of Brazil (the Company), Boulevard Acquisition Corp II Cayman Holding Company, an exempted company limited by shares incorporated under the laws of the Cayman Islands (Newco), BII Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of Newco (Merger Sub), and Boulevard Acquisition Corp. II, a Delaware corporation (Boulevard).

Boulevard Acquisition Corp. II – Amendment No. 1 to Amended and Restated Business Combination Agreement (December 8th, 2017)

This Amendment No. 1, dated as of December 7, 2017 (this Amendment), to the Amended and Restated Business Combination Agreement (the BCA), dated as of September 11, 2017, by and among Estre Ambiental S.A., a sociedade anonima organized under the laws of Brazil (the Company), Boulevard Acquisition Corp II Cayman Holding Company, an exempted company limited by shares incorporated under the laws of the Cayman Islands (Newco), BII Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of Newco (Merger Sub), and Boulevard Acquisition Corp. II, a Delaware corporation (Boulevard).

Amendment No. 1 to the Business Combination Agreement (November 21st, 2017)

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement), dated as of [ ], is entered into by and among Amneal Pharmaceuticals LLC, a Delaware limited liability company (the Company), and its Members (as defined herein).

BUSINESS COMBINATION AGREEMENT Dated as of October 17, 2017 by and Among IMPAX LABORATORIES, INC., ATLAS HOLDINGS, INC., K2 MERGER SUB CORPORATION and AMNEAL PHARMACEUTICALS LLC (October 17th, 2017)

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement), dated as of [ ], is entered into by and among Amneal Pharmaceuticals LLC, a Delaware limited liability company (the Company), and its Members (as defined herein).

Tiger Media – BUSINESS COMBINATION AGREEMENT by and Between BLUEFOCUS INTERNATIONAL LIMITED and COGINT, INC. Dated as of September 6, 2017 (September 7th, 2017)

This BUSINESS COMBINATION AGREEMENT (this Agreement) is made and entered into as of September 6, 2017, by and between BlueFocus International Limited, a private company limited by shares registered in Hong Kong (the Parent), and Cogint, Inc., a Delaware corporation (the Company). Each of the Parent and the Company are sometimes referred to as a Party. All capitalized terms that are used but not otherwise defined in this Agreement have the respective meanings given to them in Article I.

Scythian Biosciences Corp. – Business Combination Agreement (August 21st, 2017)

Business Combination Agreement dated June 6, 2017 between Scythian Biosciences Inc. ("Scythian"), Kitrinor Metals Inc. ("Kitrinor") and 10188760 Canada Inc. ("10188760 Canada Inc.").

Boulevard Acquisition Corp. II – BUSINESS COMBINATION AGREEMENT Dated as of August 15, 2017 by and Between ESTRE AMBIENTAL S.A. And BOULEVARD ACQUISITION CORP. II (August 21st, 2017)

This Business Combination Agreement (this Agreement), dated as of August 15, 2017, is entered into by and between ESTRE AMBIENTAL S.A., a sociedade anonima organized under the laws of Brazil (the Company), and BOULEVARD ACQUISITION CORP. II, a Delaware corporation (Boulevard).

Business Combination Agreement (June 1st, 2017)

This BUSINESS COMBINATION AGREEMENT (this Agreement), dated as of June 1, 2017, is by and among Linde Aktiengesellschaft, a stock corporation (Aktiengesellschaft) organized under the Laws of the Federal Republic of Germany (Linde), Praxair, Inc., a Delaware corporation (Praxair), Zamalight PLC, a public limited company incorporated under the Laws of Ireland (New Holdco), Zamalight Holdco LLC, a Delaware limited liability company and newly formed wholly-owned Subsidiary of New Holdco (US Intermediate Holding Sub), and Zamalight Subco, Inc., a Delaware corporation and newly formed, wholly-owned Subsidiary of US Intermediate Holding Sub (Merger Sub).

Superior Industries International, Inc. – BUSINESS COMBINATION AGREEMENT MARCH 23, 2017 Between UNIWHEELS AG and Superior Industries International, Inc. And Superior Industries International Germany AG Allen & Overy LLP (March 24th, 2017)
KLR Energy Acquisition Corp. – BUSINESS COMBINATION AGREEMENT by and Between KLR ENERGY ACQUISITION CORP., and TEMA OIL AND GAS COMPANY Dated as of December 20, 2016 (December 20th, 2016)

This BUSINESS COMBINATION AGREEMENT (this Agreement), dated as of December 20, 2016 (the Execution Date), is made by and between KLR Energy Acquisition Corp., a Delaware corporation (KLRE), and Tema Oil and Gas Company, a Maryland corporation (Tema). KLRE and Tema are each referred to herein as a Party and, collectively, the Parties.

TechnipFMC Ltd – Amendment No. 1 to Business Combination Agreement (December 14th, 2016)

This AMENDMENT NO. 1 (this Amendment) dated as of December 14, 2016 to that certain Business Combination Agreement (the BCA), dated as of June 14, 2016, is by and among FMC Technologies, Inc., a Delaware corporation (FMCTI), TechnipFMC Limited, a private limited company incorporated under the laws of England and Wales and a wholly owned subsidiary of FMCTI (Topco), and Technip S.A., a French societe anonyme (Technip).

Amendment No. 1 to Business Combination Agreement (December 14th, 2016)

This AMENDMENT NO. 1 (this Amendment) dated as of December 14, 2016 to that certain Business Combination Agreement (the BCA), dated as of June 14, 2016, is by and among FMC Technologies, Inc., a Delaware corporation (FMCTI), TechnipFMC Limited, a private limited company incorporated under the laws of England and Wales and a wholly owned subsidiary of FMCTI (Topco), and Technip S.A., a French societe anonyme (Technip).

Terrapin 3 Acquisition Corp – Amended and Restated Business Combination Agreement (September 30th, 2016)

This Amended and Restated Business Combination Agreement (this "Agreement"), dated as of September 26, 2016, is entered into by and among YATRA ONLINE, INC., a Cayman Islands exempted company limited by shares (the "Company"), T3 PARENT CORP., a Delaware corporation ("TRTL Parent"), T3 MERGER SUB CORP., a Delaware corporation and a direct wholly owned Subsidiary of TRTL Parent ("TRTL Merger Sub"), TERRAPIN 3 ACQUISITION CORPORATION, a Delaware corporation ("TRTL"), MIHI LLC, solely for purposes of Article X, together with the underlying provisions of this Agreement to the extent that they are impacted by Article X, and SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company, solely in its capacity as the Shareholders' Representative. Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.

Terrapin 3 Acquisition Corp – Business Combination Agreement (July 18th, 2016)

This Business Combination Agreement (this "Agreement"), dated as of July 13, 2016, is entered into by and among YATRA ONLINE, INC., a Cayman Islands exempted company limited by shares (the "Company"), T3 PARENT CORP., a Delaware corporation ("TRTL Parent"), T3 MERGER SUB CORP., a Delaware corporation and a direct wholly owned Subsidiary of TRTL Parent ("TRTL Merger Sub"), TERRAPIN 3 ACQUISITION CORPORATION, a Delaware corporation ("TRTL"), MIHI LLC, solely for purposes of Article X, together with the underlying provisions of this Agreement to the extent that they are impacted by Article X, and SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company, solely in its capacity as the Shareholders' Representative. Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.

BUSINESS COMBINATION AGREEMENT by and Among FMC TECHNOLOGIES, INC., FMC TECHNOLOGIES SIS LIMITED and TECHNIP S.A. Dated as of June 14, 2016 (June 16th, 2016)

This BUSINESS COMBINATION AGREEMENT (this Agreement), dated as of June 14, 2016, is by and among FMC Technologies, Inc., a Delaware corporation (FMCTI), FMC Technologies SIS Limited, a private limited company incorporated under the laws of England and Wales and a wholly owned subsidiary of FMCTI (Topco), and Technip S.A., a French societe anonyme (Technip).

BUSINESS COMBINATION AGREEMENT by and Among FMC TECHNOLOGIES, INC., FMC TECHNOLOGIES SIS LIMITED and TECHNIP S.A. Dated as of [], 2016 (May 19th, 2016)

This BUSINESS COMBINATION AGREEMENT (this Agreement), dated as of [], 2016, is by and among FMC Technologies, Inc., a Delaware corporation (FMCTI), FMC Technologies SIS Limited, a private limited company incorporated under the laws of England and Wales and a wholly owned subsidiary of FMCTI (Topco), and Technip S.A., a French societe anonyme (Technip).

BUSINESS COMBINATION AGREEMENT RELATING TO THE BUSINESS COMBINATION OF DIEBOLD AND WINCOR NIXDORF Dated as of November 23, 2015 (November 23rd, 2015)
First Amendment to Amended and Restated Business Combination Agreement (September 11th, 2015)

SHAREHOLDER AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, this Agreement), dated as of [ l ], 2015, between Grupo Villar Mir, S.A.U., a public limited company (sociedad anonima) incorporated under the laws of Spain (Grupo VM), and VeloNewco Limited, a public limited company incorporated under the laws of England (Holdco).

Heartware International – BUSINESS COMBINATION AGREEMENT by and Among HEARTWARE INTERNATIONAL, INC., VALTECH CARDIO, LTD., HW GLOBAL, INC., VALOR MERGER SUB LTD., HW MERGER SUB, INC., and VALOR SHAREHOLDER REPRESENTATIVE, LLC, AS THE SHAREHOLDER REPRESENTATIVE Dated as of September 1, 2015 (September 1st, 2015)

This BUSINESS COMBINATION AGREEMENT (this Agreement) is made and entered into as of September 1, 2015 (the Agreement Date), by and among (i) HeartWare International, Inc., a Delaware corporation (HW), (ii) Valtech Cardio, Ltd., a private company incorporated under the laws of Israel (Valor), (iii) HW Global, Inc., a Delaware corporation and a direct wholly-owned subsidiary of HW (Holdco), (iv) HW Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Holdco (US Merger Sub), (v) Valor Merger Sub Ltd., a private company incorporated under the laws of Israel and a direct wholly-owned subsidiary of Holdco (ISR Merger Sub), and (vi) Valor Shareholder Representative, LLC, a Delaware limited liability company, acting solely its capacity as the Shareholder Representative referred to herein. Capitalized terms used herein without definition shall have the respective meanings set forth in Exhibit A hereto.

BUSINESS COMBINATION AGREEMENT by and Among Marathon Group SA, Uniloc Luxembourg S.A., Uniloc Corporation Pty. Limited and Marathon Patent Group, Inc. Dated as of 14 August 2015 (August 14th, 2015)
BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER by and Among KONECRANES PLC KONECRANES, INC. KONECRANES ACQUISITION COMPANY LLC and TEREX CORPORATION Dated as of August 10, 2015 (August 13th, 2015)

This BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of August 10, 2015, is by and among Konecranes Plc, a Finnish public company limited by shares ("Kappa"), Konecranes, Inc., a Texas corporation and an indirect wholly owned subsidiary of Kappa ("Kappa, Inc."), Konecranes Acquisition Company LLC, a Delaware limited liability company and a newly formed, wholly owned subsidiary of Kappa, Inc. ("Merger Sub"), and Terex Corporation, a Delaware corporation ("Theta").

Amended and Restated Business Combination Agreement (May 6th, 2015)

THIS AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT (this Agreement) is dated as of May 5, 2015, by and among Globe Specialty Metals, Inc., a Delaware corporation (GSM), Grupo Villar Mir, S.A.U., a Spanish public limited liability company in the form of a sociedad anonima (Grupo VM), Grupo FerroAtlantica, S.A.U., a Spanish public limited liability company in the form of a sociedad anonima and wholly-owned subsidiary of Grupo VM (FA), Velonewco Limited, a private limited company incorporated under the laws of England and a wholly-owned subsidiary of Grupo VM (Holdco), and Gordon Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Holdco (Merger Sub), amends and restates in its entirety that certain Business Combination Agreement, dated as of February 23, 2015 (the Original BCA, and such date, the Original Execution Date), by and among GSM, Grupo VM, FA, Holdco and Merger Sub.

Cambridge Capital Acquisition Corp – Amendment No. 1 to Business Combination Agreement (April 22nd, 2015)

This Amendment No. 1 (this Amendment) to the Business Combination Agreement is made and entered into as of April 21, 2015, by and among Cambridge Capital Acquisition Corporation, a Delaware corporation (Parent), Cambridge Holdco, Inc., a Marshall Islands corporation and wholly-owned subsidiary of Parent (Holdco), Cambridge Merger Sub, Inc., a Marshall Islands corporation and a wholly-owned subsidiary of Holdco (Merger Sub), Parakou Tankers, Inc., a Marshall Islands corporation (the Company), and Por Liu, a natural person (the Shareholder).

Amendment No. 2 to Business Combination Agreement (February 26th, 2015)

THIS AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT (this Amendment No. 2) is made and entered into as of February 26, 2015, by and among: APPLIED MATERIALS, INC., a Delaware corporation (Applied); TOKYO ELECTRON LIMITED, a Japanese corporation (kabushiki kaisha) (TEL); and ETERIS B.V. (formerly known as TEL-Applied Holdings B.V.), a Netherlands private limited liability corporation (besloten vennootschap) (HoldCo), and amends that certain Business Combination Agreement, dated as of September 24, 2013, by and among Applied, TEL and (by joinder) HoldCo, Applied U.S. HoldCo and Applied Merger Sub, as amended by that certain Amendment No. 1 to Business Combination Agreement, dated as of February 14, 2014, by and among Applied, TEL and HoldCo (the BCA).