EXHIBIT 99.4 ------------ FIRST AMENDMENT DATED AS OF MAY 7, 2007Combination Agreement • May 9th, 2007 • Abitibi Consolidated Inc • Paper mills • New York
EXHIBIT 2.3 COMBINATION AGREEMENTCombination Agreement • March 27th, 2003 • Itron Inc /Wa/ • Radio & tv broadcasting & communications equipment • Washington
Combination Agreement entered into by Fenix Parts, Inc., Gary A. Beagell, Linda Beagell and Steve Barkwell and Gary’s U-Pull It, Inc. August 26, 2014Combination Agreement • April 8th, 2015 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
This Combination Agreement (this “Agreement”) is entered into as of August 26, 2014 by Fenix Parts, Inc., a Delaware corporation (“Fenix”), Gary A. Beagell, Linda Beagell and Steve Barkwell (each a “Shareholder” and together the “Shareholders”), and Gary’s U-Pull It, Inc., a New York corporation (the “Company”).
COMBINATION AGREEMENTCombination Agreement • August 30th, 2012 • Taylor & Martin Group Inc • Services-business services, nec • Delaware
THIS COMBINATION AGREEMENT (the “Agreement”) is made as of the 15th day of May, 2012, by and among TAYLOR & MARTIN GROUP, INC., a Delaware corporation (“Founder”), THE JAY GROUP, LTD., a North Carolina corporation, (“Partner Company”), and THE AMENDED & RESTATED REVOCABLE TRUST AGREEMENT OF DAVID B. JAY, DATED NOVEMBER 1, 2004, and THE DAVID B. JAY QUALIFIED SUBCHAPTER S TRUST FOR ROBERT RYAN JAY, DATED JUNE 9, 2008, who are the owners of all the capital stock of Partner Company issued and outstanding on the date of this Agreement, and David B. Jay and Robert Ryan Jay, each in his individual capacity (collectively, “Partner Company Stockholder”).
Combination Agreement entered into by and among F5 Finishes, Inc., David Triepke and Michelle Triepke and Universal Metro, Inc. September 16, 2019Combination Agreement • November 7th, 2019 • F5 Finishes, Inc • Construction - special trade contractors • Delaware
This Combination Agreement (this “Agreement”) is entered into as of September 16, 2019, by F5 Finishes, Inc. (“F5 Finishes”), David Triepke and Michelle Triepke (as joint owners of all of the issued and outstanding Shares, together referred to as “Shareholder”), and Universal Metro, Inc., a California corporation (the “Company”).
ANDCombination Agreement • September 15th, 2006 • WiderThan Co., Ltd. • Services-business services, nec • New York
COMBINATION AGREEMENT dated 10 July 2022 Between Euronav NV and Frontline Ltd.Combination Agreement • July 12th, 2022 • Frontline LTD / • Deep sea foreign transportation of freight
SCHEDULE 2 MANAGEMENT AND OPERATIONS FOLLOWING TENDER OFFER COMPLETION TO THE EXTENT FRONTLINE HOLDS LESS THAN 75% OF THE OUTSTANDING EURONAV SHARES UPON TENDER OFFER COMPLETION (EXCLUDING ANY EURONAV SHARES HELD BY EURONAV UNABLE TO BE TENDERED IN THE TENDER OFFER) 49
EXHIBIT 7.3 ----------- COMBINATION AGREEMENTCombination Agreement • September 27th, 2007 • Teck Cominco LTD • Mining & quarrying of nonmetallic minerals (no fuels) • Alberta
COMBINATION AGREEMENT BETWEEN PHELPS DODGE CORPORATION AND INCO LIMITED Dated as of June 25, 2006Combination Agreement • July 17th, 2006 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
This COMBINATION AGREEMENT is made and entered into as of June 25, 2006, between Phelps Dodge Corporation, a New York corporation (“Portugal”), and Inco Limited, a corporation organized and existing under the laws of Canada (“Italy”).
AMENDED AND RESTATED COMBINATION AGREEMENT between COVALENT GROUP, INC. (“Covalent”) and Kai Lindevall Jan Lilja Sven-Erik Nilsson Vesa Manninen Seppo Oksanen Heikki Vapaatalo Riitta Korpela Agneta Lindevall NTGLT Pharma BVBA (the “Stockholders”)...Combination Agreement • July 7th, 2006 • Covalent Group Inc • Services-commercial physical & biological research • Delaware
THIS AMENDED AND RESTATED COMBINATION AGREEMENT (the “Agreement”), made this 6th day of July, 2006 (the “Execution Date”), by and between Covalent Group, Inc., a Delaware corporation (“Covalent”) and Kai Lindevall, Jan Lilja, Sven-Erik Nilsson, Vesa Manninen, Seppo Oksanen, Heikki Vapaatalo, Riitta Korpela, NTGLT Pharma BVBA and Agneta Lindevall (each individually, a “Stockholder” and together, the “Stockholders”).
Amended and Restated Combination Agreement entered into by Fenix Parts, Inc., Fenix Parts Canada, Inc., David A. Gold and Kenneth L. Gold And Goldy Metals Incorporated, End of Life Vehicles Inc., Goldy Metals (Ottawa) Incorporated and 2434861 Ontario...Combination Agreement • April 8th, 2015 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Ontario
This Amended and Restated Combination Agreement (this “Agreement”) is entered into as of the 10th day of November, 2014 by Fenix Parts, Inc., a Delaware corporation (“Fenix”), Fenix Parts Canada, Inc., a Canadian Corporation (“Purchaser”), David A. Gold and Kenneth L. Gold (each a “Shareholder” and together the “Shareholders”), and the following corporations (each a “Standard Company” and together the “Standard Companies”): Goldy Metals Incorporated, an Ontario corporation (“Goldy Metals”); End of Life Vehicles Inc., an Ontario corporation (“EOL”); Goldy Metals (Ottawa) Incorporated, an Ontario corporation (“Goldy Ottawa”) and 2434861 Ontario Inc., an Ontario corporation (“Newco”);
Combination AgreementCombination Agreement • January 19th, 2016 • Biotie Therapies Corp. • Pharmaceutical preparations
The 2011 Option Rights, the 2014 Option Rights, the 2016 Option Rights, the 2011 Share Rights, the 2014 Share Rights, the Swiss Options Rights and the Warrants that have been granted to holders (other than the Company or any of its subsidiaries) are hereinafter jointly referred to as the “Outstanding Equity Instruments”.
GOLD FIELDS NETHERLANDS SERVICES B.V. - and - GOLD FIELDS OROGEN HOLDING (BVI) LIMITED - and - MARSH HOLDINGS INC. - and - ASANKO GOLD INC. - and - PMI GOLD CORPORATION - and - ADANSI GOLD COMPANY (GH) LIMITED - and - ASANKO GOLD GHANA LIMITED...Combination Agreement • April 10th, 2018 • Asanko Gold Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario
ASANKO GOLD GHANA LIMITED (formerly Keegan Resources (Ghana) Limited) a corporation existing under the laws of Ghana (“Mineco”)
COMBINATION AGREEMENT By and Among BECKMAN PRODUCTION SERVICES, INC., BECKMAN MERGER SUB, INC., AND NINE ENERGY SERVICE, INC. Dated as of February 3, 2017Combination Agreement • May 19th, 2017 • Nine Energy Service, Inc. • Oil & gas field services, nec • Texas
This Combination Agreement, dated as of February 3, 2017 (this “Agreement”), is by and among Beckman Production Services, Inc., a Delaware corporation (“Beckman”), Beckman Merger Sub, Inc., a Delaware corporation (“Beckman Merger Sub”), and Nine Energy Service, Inc., a Delaware corporation (“Nine”).
Exhibit 2 COMBINATION AGREEMENTCombination Agreement • November 8th, 2000 • El Sitio Inc • Services-prepackaged software • New York
Combination Agreement entered into by and among F5 Finishes, Inc., Patton 2013 Living Trust, Michael Patton and Lynn Anne Patton, Trustees, Baxley Family Trust, Daniel S. Baxley and Rochelle H. Baxley, Trustees, C & C Preston Family Trust, Cory G....Combination Agreement • November 7th, 2019 • F5 Finishes, Inc • Construction - special trade contractors • Delaware
This Combination Agreement (this “Agreement”) is entered into as of September 16, 2019, by F5 Finishes, Inc. (“F5 Finishes”), Patton 2013 Living Trust, Michael Patton and Lynn Anne Patton, Trustees, Baxley Family Trust, Daniel S. Baxley and Rochelle H. Baxley, Trustees, and C & C Preston Family Trust, Cory G. Preston and Christine B. Preston, Trustee, and Delmar Vasquez (each a “Shareholder” and together the “Shareholders”), and Premier Maintenance Group, Inc., a California corporation (the “Company”).
COMBINATION AGREEMENT between R.R. DONNELLEY & SONS COMPANY and MOORE WALLACE INCORPORATED Dated as of November 8, 2003Combination Agreement • November 10th, 2003 • Moore Wallace Inc • Manifold business forms • Delaware
COMBINATION AGREEMENT (hereinafter called this “Agreement”), dated as of November 8, 2003, between R.R. Donnelley & Sons Company, a Delaware corporation (“Parent”), and Moore Wallace Incorporated, a corporation continued under the laws of Canada (the “Company”).
COMBINATION AGREEMENT BY AND AMONG ADOLPH COORS COMPANY COORS CANADA INC. AND MOLSON INC. Dated as of July 21, 2004Combination Agreement • August 4th, 2004 • Coors Adolph Co • Malt beverages • Quebec
This COMBINATION AGREEMENT is made and entered into as of July 21, 2004, between ADOLPH COORS COMPANY, a Delaware corporation ("Coors"), COORS CANADA INC., a Canadian corporation and an indirect Subsidiary of Coors ("Exchangeco") and MOLSON INC., a corporation organized and existing under the laws of Canada ("Molson").
First Amendment to Amended and Restated Combination AgreementCombination Agreement • March 26th, 2015 • Fenix Parts, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies
This First Amendment to Amended and Restated Combination Agreement (this “Amendment”) is entered into as of February 26, 2015 by Fenix Parts, Inc., a Delaware corporation (“Fenix”), Fenix Parts Canada, Inc., a Canadian Corporation (“Purchaser”), David A. Gold and Kenneth L. Gold (each a “Shareholder” and together the “Shareholders”), and the following corporations (each a “Standard Company” and together the “Standard Companies”): Goldy Metals Incorporated, an Ontario corporation (“Goldy Metals”); End of Life Vehicles Inc., an Ontario corporation (“EOL”); Goldy Metals (Ottawa) Incorporated, an Ontario corporation (“Goldy Ottawa”) and 2434861 Ontario Inc., an Ontario corporation (“Newco”);
COMBINATION AGREEMENT BY AND AMONG SSA GLOBAL TECHNOLOGIES INC., 36338 YUKON INC. IRONSIDE TECHNOLOGIES INC. AND JOEL KALLETT Dated as of June 17, 2003Combination Agreement • August 9th, 2004 • Ssa Global Technologies, Inc • Services-computer programming services • Ontario
This COMBINATION AGREEMENT (this “Agreement”), dated as of June 17, 2003, is made by and among SSA Global Technologies Inc., a Delaware corporation (“Parent”), 36338 Yukon Inc., a corporation incorporated under the laws of the Yukon Territory and a direct wholly-owned subsidiary of Parent (“Subco”), Ironside Technologies Inc., a corporation continued under the laws of the Yukon Territory (the “Company”) and Joel Kallett, in his capacity as the Shareholders’ Representative. Parent, Subco, the Company and the Shareholders’ Representative are each individually referred to herein as a “Party” and together collectively referred to herein as the “Parties”.
COMBINATION AGREEMENTCombination Agreement • June 2nd, 2006 • NYSE Group, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This COMBINATION AGREEMENT, dated as of June 1, 2006 (this “Agreement“), is by and among NYSE Group, Inc., a Delaware corporation (“NYSE Group“), Euronext N.V., a company organized under the laws of The Netherlands (“Euronext“), NYSE Euronext, Inc., a Delaware corporation (“Holdco”), and Jefferson Merger Sub, Inc., a Delaware corporation and a newly formed, wholly owned subsidiary of Holdco (“Merger Sub”).
COMBINATION AGREEMENT dated 10 July 2022Combination Agreement • July 13th, 2022 • Euronav NV • Deep sea foreign transportation of freight
FIRST AMENDMENT TO COMBINATION AGREEMENTCombination Agreement • July 19th, 2019 • Ashford Inc. • Services-management consulting services
THIS FIRST AMENDMENT TO COMBINATION AGREEMENT (this “Amendment”), dated as of July 17, 2019, is entered into among Archie Bennett, Jr. and Monty J. Bennett (collectively, the “Bennetts”); Remington Holdings, L.P., a Delaware limited partnership (“Remington”); Remington Holdings GP, LLC, a Delaware limited liability company and the general partner of Remington (the “General Partner”); MJB Investments, LP (“MJB Investments”); Ashford Inc., a Maryland corporation (“AINC”); James L. Cowen (“Cowen”); Jeremy J. Welter (“Welter”); Ashford Nevada Holding Corp., a Nevada corporation and wholly owned Subsidiary of AINC (“New Holdco”); and Ashford Merger Sub Inc., a Maryland corporation and wholly owned Subsidiary of New Holdco (“Merger Sub,” and together with the other signatories hereto, collectively, the “Parties”). Capitalized terms used in this Amendment have the meanings given such terms in Article I of the Original Agreement (as hereinafter defined) or in the applicable Section cross refer
CONFORMED COPY COMBINATION AGREEMENTCombination Agreement • February 28th, 1997 • Philips Electronics N V • Electronic & other electrical equipment (no computer equip) • New York
COMBINATION AGREEMENTCombination Agreement • May 26th, 2006 • Axalto Holding N.V. • Communications equipment, nec
First Amendment to Combination Agreement entered into by F5 Finishes, Inc., John Shehadi and JD Shehadi, LLC d/b/a Shehadi Commercial Flooring February 6, 2020 First Amendment to Combination AgreementCombination Agreement • February 7th, 2020 • F5 Finishes, Inc • Construction - special trade contractors • Delaware
This First Amendment to Combination Agreement (this “First Amendment”) is entered into as of February 6, 2020, by and among F5 Finishes, Inc. (“F5 Finishes”), John Shehadi ( “Shareholder”), and JD Shehadi, LLC d/b/a Shehadi Commercial Flooring, a New Jersey limited liability company (the “Company”).
COMBINATION AGREEMENTCombination Agreement • October 13th, 2004 • Lojack Corp • Communications equipment, nec • Quebec
LOJACK CORPORATION, a corporation existing under the laws of The Commonwealth of Massachusetts (hereinafter referred to as “LoJack”)
COMBINATION AGREEMENTCombination Agreement • August 29th, 2013 • Umed Holdings, Inc.
This COMBINATION AGREEMENT (“Agreement”) executed as of August 18, 2009 (“Effective Date”), between Dynalyst Manufacturing Corporation, a Texas corporation ("DMC or Company") and Universal Media Corporation, a Nevada corporation and its shareholders (“UMC”), who are hereinafter collectively referred to as the “Parties.”
COMBINATION AGREEMENT BETWEEN ALTIMA RESOURCES LTD., AND UNBRIDLED ENERGY CORPORATION AS OF November 19, 2009Combination Agreement • December 15th, 2009 • Unbridled Energy CORP • Oil & gas field exploration services • British Columbia
COMBINATION AGREEMENT BETWEEN ELECTRONIC RETAILING SYSTEMS INTERNATIONAL, INC. and TELEPANEL SYSTEMS INC. October 29, 1997Combination Agreement • November 5th, 1997 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • New York
SECOND AMENDMENT TO COMBINATION AGREEMENTCombination Agreement • December 23rd, 2015 • CF Industries Holdings, Inc. • Agricultural chemicals • New York
THIS SECOND AMENDMENT, dated as of December 20, 2015 (this "Second Amendment"), to the Combination Agreement, dated as of August 6, 2015 (the "Original Agreement"), by and among CF Industries Holdings, Inc., a Delaware corporation ("Cambridge"), Darwin Holdings Limited, a private company limited by shares incorporated under the law of England ("Darwin Holdings"), Beagle Merger Company LLC, a Delaware limited liability company ("Beagle MergerCo"), OCI N.V., a public company with limited liability (naamloze vennootschap) incorporated under the law of the Netherlands ("Oxford"), CF B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the law of the Netherlands, with its corporate seat (statutaire zetel) in Amsterdam, the Netherlands ("Holdco") and Finch Merger Company LLC, a Delaware limited liability company and wholly-owned, direct or indirect, subsidiary of Holdco ("MergerCo"). Each of Cambridge, Oxford, Darwin Holding
COMBINATION AGREEMENT by and among RUBINCON VENTURES INC. and RUBINCON VENTURES INC., IN TRUST for a corporation to be incorporated under the laws of the Province of Ontario and API ELECTRONICS GROUP CORP. May 5, 2006Combination Agreement • May 9th, 2006 • Rubincon Ventures Inc • Metal mining • Ontario
COMBINATION AGREEMENTCombination Agreement • September 3rd, 1999 • Getty Images Inc • Services-business services, nec • Alberta
COMBINATION AGREEMENT relating to NORDIC ID OYJCombination Agreement • April 16th, 2021 • Brady Corp • Miscellaneous manufacturing industries
LIST OF SCHEDULES 3 COMBINATION AGREEMENT 4 RECITALS 4 1 DEFINITIONS 4 2 PUBLIC TENDER OFFER 7 3 RECOMMENDATION BY THE COMPANY'S BOARD OF DIRECTORS 8 4 REPRESENTATIONS AND WARRANTIES 9 5 UNDERTAKINGS 15 6 CONFIDENTIALITY 18 7 EXPENSES 19 8 INDEMNITY AND LIABILITY 19 9 TERM 19 10 NOTICES 19 11 OTHER TERMS AND CONDITIONS 21 12 GOVERNING LAW AND ARBITRATION 22 13 COUNTERPARTS OF THE AGREEMENT 22
amendMENT No. 1 to THE BUSINESS COMBINATION AGREEMENTCombination Agreement • May 2nd, 2023 • Quantum FinTech Acquisition Corp • Blank checks • Delaware
This AMENDMENT NO. 1 (this “Amendment”), dated as of April 28, 2023, to the Business Combination Agreement, dated as of November 16, 2022 (as amended, the “Business Combination Agreement”), is by and between Quantum FinTech Acquisition Corporation, a company incorporated in Delaware (together with its successors, the “Purchaser”) and AtlasClear, Inc., a Wyoming corporation (the “Company”). Purchaser and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.” Capitalized terms not otherwise defined in this Amendment have the meanings given such terms in the Business Combination Agreement.
