Form Of Agreement And Plan Of Merger Sample Contracts

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Tapstone Energy Inc. – Form of Agreement and Plan of Merger (April 13th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of [*], 2017 and effective as of the Effective Time (as defined below), pursuant to Section 18-209 of the Delaware Limited Liability Company Act (the DLLCA), is made and entered into by and among Tapstone Energy, LLC, a Delaware limited liability company (Tapstone LLC), [Tapstone Merger Sub,] LLC, a Delaware limited liability company (Merger Sub), and Tapstone Energy Inc., a Delaware corporation (Tapstone Inc. and together with Tapstone LLC and Merger Sub, the Parties).

Fulgent Diagnostics, Inc. – Form of Agreement and Plan of Merger (September 2nd, 2016)

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of [*], 2016, by and among Fulgent Therapeutics LLC, a California limited liability company (Therapeutics), Fulgent Genetics, Inc., a Delaware corporation (Genetics), and Fulgent MergerSub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Genetics (MergerSub).

Form of Agreement and Plan of Merger (May 11th, 2015)

This AGREEMENT AND PLAN OF MERGER, dated as of [], 2015 (this Agreement), is made by and among (i) THL Black Knight I Holding Corp. (THL Blocker I), (ii) THL Investors Black Knight I Holding Corp. (THL Blocker II and, together with THL Blocker I, the THL Blockers), (iii) the stockholders of THL Blocker I, as set forth on Schedule I hereto (the THL Blocker I Stockholders), (iv) the stockholders of THL Blocker II, as set forth on Schedule II hereto (the THL Blocker II Stockholders and, together with the THL Blocker I Stockholders, the THL Blocker Stockholders), and (v) Black Knight Financial Services, Inc., a Delaware corporation (the Company).

Form of Agreement and Plan of Merger (February 3rd, 2015)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is dated as of , 2015, by and among Bellerophon Therapeutics, Inc., a Delaware corporation (the Company), New Mountain Partners (AIV-B), L.P., a limited liability company organized under the laws of Delaware (New Mountain), New Mountain Partners II Special (AIV-A), L.P., a Delaware limited partnership (New Mountain Blocker), ARCH Venture Fund VI, L.P., a limited partnership organized under the laws of Delaware (ARCH Ventures), IRDO Holding Corp., a Delaware corporation (IRDO), Venrock Associates IV, L.P., a limited partnership organized under the laws of Delaware (Venrock Associates), Venrock Partners, L.P., a limited partnership organized under the laws of Delaware (Venrock Partners), and Venrock Entrepreneurs Fund IV, L.P., a limited partnership organized under the laws of Delaware (Venrock Entrepreneurs and, together with Venrock Associates and Venrock Partners, Venrock), Venrock IK Holdings BT, Inc., a Delaware corpor

Great Western Bancorp, Inc. – Form of Agreement and Plan of Merger of Great Western Bancorporation, Inc. With and Into Great Western Bancorp, Inc. (September 25th, 2014)

Agreement and Plan of Merger, entered into as of [] New York City time on [], 2014 (this Agreement), adopted and made by and between GREAT WESTERN BANCORP, INC., a Delaware corporation having its main office at 100 North Phillips Avenue, Sioux Falls, South Dakota 57104 (Parent), and GREAT WESTERN BANCORPORATION, INC., an Iowa corporation having its main office at 100 North Phillips Avenue, Sioux Falls, South Dakota 57104 (the Company).

Form of Agreement and Plan of Merger (June 12th, 2014)

AGREEMENT AND PLAN OF MERGER (the Agreement), dated as of , 2014, pursuant to Section 251 of the General Corporation Law of the State of Delaware (the DGCL), by and among ADEPTUS HEALTH INC., a Delaware corporation (the Adeptus Corp), SCP III AIV THREE-FCER BLOCKER, INC., a Delaware corporation (the Blocker) and solely for purposes of Section 10 hereof, SCP III AIV THREE-FCER CONDUIT, L.P. (the Blocker Owner).

WPT Enterprises, Inc. – Form of Agreement and Plan of Merger (June 12th, 2014)

THIS AGREEMENT AND PLAN OF MERGER, dated as of June 11, 2014 (this ''Agreement''), is entered into by and between Emerald Oil, Inc., a Montana corporation (''Emerald (MT)''), and Emerald Oil, Inc., a Delaware corporation (''Emerald (DE)''). Emerald (MT) and Emerald (DE) are hereinafter sometimes collectively referred to as the ''Constituent Corporations.''

Parsley Energy – Form of Agreement and Plan of Merger (May 12th, 2014)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of [], 2014 and effective as of the Effective Time (as defined below), pursuant to Section 18-209 of the Delaware Limited Liability Company Act (the Delaware Act) and Section 264 of the Delaware General Corporation Law (the DGCL), is made and entered into by and among Parsley Energy Employee Holdings, LLC, a Delaware limited liability company (MergerCo) and Parsley Energy, Inc., a Delaware corporation (Parsley, and together with MergerCo, the Parties).

Parsley Energy – Form of Agreement and Plan of Merger (May 5th, 2014)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of [], 2014 and effective as of the Effective Time (as defined below), pursuant to Section 18-209 of the Delaware Limited Liability Company Act (the Delaware Act) and Section 264 of the Delaware General Corporation Law (the DGCL), is made and entered into by and among Parsley Energy Employee Holdings, LLC, a Delaware limited liability company (MergerCo) and Parsley Energy, Inc., a Delaware corporation (Parsley, and together with MergerCo, the Parties).

Form of Agreement and Plan of Merger of Antero Resources Llc With and Into Antero Resources Corporation (September 24th, 2013)

This Agreement and Plan of Merger (this Agreement) is entered into on [*], 2013, by and among Antero Resources LLC, a Delaware limited liability company (Antero LLC), Antero Resources Corporation, a Delaware corporation (Antero Corporation, and together with Antero LLC, the Merging Entities), and Antero Resources Investment LLC, a Delaware limited liability company (Antero Investment).

Colony American Homes, Inc. – Colony American Homes, Inc., Csfr Parent Reit, Inc., Colony American Homes Holdings I, L.P. And Colony American Homes Holdings Ii Offshore, L.P. Form of Agreement and Plan of Merger (May 31st, 2013)

This AGREEMENT AND PLAN OF MERGER (this Agreement) is dated as of June [], 2013, by and among COLONY AMERICAN HOMES, INC., a Maryland corporation (the Company), CSFR PARENT REIT, INC., a Maryland corporation (the Merging Entity), COLONY AMERICAN HOMES HOLDINGS I, L.P., a Delaware limited partnership (Holdings I), and COLONY AMERICAN HOMES HOLDINGS II OFFSHORE, L.P., an exempted limited partnership registered in the Cayman Islands (Holdings II and, together with Holdings I, the Owners).

Colony American Homes, Inc. – Colony American Homes, Inc., Csfr Parent Reit Ii, Inc., Colony American Homes Holdings Iii, L.P. And Colony American Homes Holdings Iv Offshore, L.P. Form of Agreement and Plan of Merger (May 31st, 2013)

This AGREEMENT AND PLAN OF MERGER (this Agreement) is dated as of June [], 2013, by and among COLONY AMERICAN HOMES, INC., a Maryland corporation (the Company), CSFR PARENT REIT II, INC., a Maryland corporation (the Merging Entity), COLONY AMERICAN HOMES HOLDINGS III, L.P., a Delaware limited partnership (Holdings III), and COLONY AMERICAN HOMES HOLDINGS IV OFFSHORE, L.P., an exempted limited partnership registered in the Cayman Islands (Holdings IV and, together with Holdings III, the Owners).

Artisan Partners Asset Manageme – Form of Agreement and Plan of Merger (February 25th, 2013)

AGREEMENT AND PLAN OF MERGER (the Agreement), dated as of , 2013, pursuant to Section 251 of the General Corporation Law of the State of Delaware (the DGCL), by and among ARTISAN PARTNERS ASSET MANAGEMENT INC., a Delaware corporation (Artisan), H&F BREWER BLOCKER CORP., a Delaware corporation (H&F Corp) and H&F BREWER AIV II, L.P., a Delaware limited partnership (H&F Brewer AIV II).

Artisan Partners Asset Manageme – Form of Agreement and Plan of Merger (January 18th, 2013)

AGREEMENT AND PLAN OF MERGER (the Agreement), dated as of , 2013, pursuant to Section 251 of the General Corporation Law of the State of Delaware (the DGCL), by and among ARTISAN PARTNERS ASSET MANAGEMENT INC., a Delaware corporation (Artisan), H&F BREWER BLOCKER CORP., a Delaware corporation (H&F Corp) and H&F BREWER AIV II, L.P., a Delaware limited partnership (H&F Brewer AIV II).

FORM OF AGREEMENT AND PLAN OF MERGER Dated as of Among SHUTTERSTOCK, INC., SHUTTERSTOCK INVESTORS II, INC., INSIGHT VENTURE PARTNERS (CAYMAN) V, L.P., SHUTTERSTOCK INVESTORS III, INC. And INSIGHT VENTURE PARTNERS v COINVESTMENT FUND, L.P. (September 27th, 2012)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is dated as of [ ], 2012, by and among Shutterstock, Inc., a Delaware corporation (the Company), Shutterstock Investors II, Inc., a Delaware corporation (SS II), Insight Venture Partners (Cayman) V, L.P., a limited partnership organized under the laws of the Cayman Islands (Insight Cayman), Shutterstock Investors III, Inc., a Delaware corporation (SS III), and Insight Venture Partners V Coinvestment Fund, L.P., a limited partnership organized under the laws of the State of Delaware (Insight Coinvestment). The Company, SS II, Insight Cayman, SS III and Insight Coinvestment are collectively referred to herein as the Parties and each individually is referred to herein as a Party. This Agreement and the transactions contemplated hereby (including the Mergers, as defined below) shall be consummated prior to the date that the Securities and Exchange Commission has declared the Companys Registration Statement on Form S-1

FORM OF AGREEMENT AND PLAN OF MERGER OF SHUTTERSTOCK, INC. A DELAWARE CORPORATION, and SHUTTERSTOCK IMAGES LLC a NEW YORK LIMITED LIABILITY COMPANY (September 27th, 2012)

This Agreement and Plan of Merger dated as of , 2012 (the Agreement) is between Shutterstock Images LLC, a New York limited liability company (Shutterstock-NY), and Shutterstock, Inc., a Delaware corporation (Shutterstock-DE). Shutterstock-DE and Shutterstock-NY are sometimes referred to in this Agreement as the Constituent Companies. This Agreement and the transactions contemplated hereby (including the Merger, as defined below) shall be consummated prior to the date that the Securities and Exchange Commission has declared the Registration Statement on Form S-1 (File No. 333-181376) of Shutterstock-DE (the Registration Statement) relating to an initial public offering by Shutterstock-DE (the IPO) effective under the Securities Act of 1933, as amended.

Medical Properties Trust, Inc. – FORM OF AGREEMENT AND PLAN OF MERGER by and Among Ernest Health Holdings, LLC, Ernest Health Acquisition Sub, Inc., Ernest Health, Inc., MPT Aztec Opco, LLC (For the Limited Purposes Described Herein) and FFC Partners II, L.P., FFC Executive Partners II, L.P., FFC Partners III, L.P., and FFC Executive Partners III, L.P., (For the Limited Purposes Described Herein) Dated January 31, 2012 (January 31st, 2012)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of January 31, 2012, is by and among ERNEST HEALTH HOLDINGS, LLC a Delaware limited liability company (Buyer), ERNEST HEALTH ACQUISITION SUB, Inc., a Delaware corporation (MergerCo), ERNEST HEALTH, INC., a Delaware corporation (the Company), MPT AZTEC OPCO, LLC, a Delaware limited liability company and solely for each covenant or agreement in Sections 7.4, 7.5, 7.10, 7.11, 7.12 and 7.13 hereof and for no other purpose (MPT TRS Entity), and FFC PARTNERS II, L.P., FFC EXECUTIVE PARTNERS II, L.P., FFC PARTNERS III, L.P., and FFC EXECUTIVE PARTNERS III, L.P., each a Delaware limited partnership, and solely for each covenant or agreement in Sections 7.4, 7.5, 7.7(d), 7.10, 7.11, 7.12, 7.13, and 11.13(b) hereof and for no other purpose (the FFC Funds). An index of defined terms used in this Agreement is attached as Annex A hereto.

Enduro Royalty Trust – Form of Agreement and Plan of Merger of Enduro Royalty Trust and Enduro Texas Llc (September 19th, 2011)

This Agreement and Plan of Merger (this Plan of Merger) is made as of the ____ day of ________, 2011, between Enduro Royalty Trust, a Delaware statutory trust (the Trust), and Enduro Texas LLC, a Texas limited liability company (the Texas LLC).

Enduro Royalty Trust – Form of Agreement and Plan of Merger of Enduro Operating Llc and Enduro Texas Llc (August 3rd, 2011)

This Agreement and Plan of Merger (this Plan of Merger) made as of the [] day of [], 2011, pursuant to Chapter 10 of the Texas Business Organizations Code (the TBOC), by and between Enduro Operating LLC, a Texas limited liability company (Enduro Operating), and Enduro Texas LLC, a Texas limited liability company (Enduro Texas), said entities being hereinafter sometimes collectively called the Constituent Entities or Surviving Entities.

Enduro Royalty Trust – Form of Agreement and Plan of Merger of Enduro Royalty Trust and Enduro Texas Llc (August 1st, 2011)

This Agreement and Plan of Merger (this Plan of Merger) is made as of the ____ day of ___________, 2011, between Enduro Royalty Trust, a Delaware statutory trust (the Trust), and Enduro Texas LLC, a Texas limited liability company (the Texas LLC).

Servicesource International In – FORM OF AGREEMENT AND PLAN OF MERGER Dated as of Among SERVICESOURCE INTERNATIONAL, INC., GA SS HOLDING LLC, GA SS HOLDING II LLC, SSLLC HOLDINGS, INC., and BENCHMARK CAPITAL PARTNERS V, L.P. (March 11th, 2011)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is dated as of , 2011, by and among ServiceSource International, Inc., a Delaware corporation (the Company), GA SS Holdings LLC, a Delaware limited liability company (GA), GA SS Holding II LLC, a Delaware limited liability company (GA II), SSLLC Holdings, Inc., a Delaware corporation (SSLLC), and Benchmark Capital Partners V, L.P., a Delaware limited liability company (Benchmark). The Company, GA, GA II, SSLLC, and Benchmark are collectively referred to herein as the Parties and each individually is referred to herein as a Party. This Agreement and the transactions contemplated hereby (including the Mergers, as defined below) shall not be consummated until the date that the Securities and Exchange Commission has declared the Companys Registration Statement on Form S-1 (File No. 333-171271) (the Registration Statement) effective under the Securities Act of 1933, as amended (the Effectiveness of the Registration Statement).

Form of Agreement and Plan of Merger (November 30th, 2010)

THIS AGREEMENT AND PLAN OF MERGER (this Plan of Merger), dated as of _____________, 2010 is entered into between Swift Corporation, a Nevada corporation (Swift Corporation), and Swift Transportation Company, a Delaware corporation (Swift Transportation). Swift Corporation and Swift Transportation are hereinafter sometimes collectively referred to as the Constituent Corporations.

Richmond Honan Medical Properties Inc. – Form of Agreement and Plan of Merger (August 10th, 2010)

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of , 2010 by and among , a (the Investment Entity), Richmond Honan Medical Properties LP, a Delaware limited partnership (the OP) [and , a and wholly owned subsidiary of the OP (the OP Sub).]

Form of Agreement and Plan of Merger by and Among Nabors Industries Ltd., Diamond Acquisition Corp., and Superior Well Services, Inc. Dated as of August 6, 2010 (August 9th, 2010)

This AGREEMENT AND PLAN OF MERGER, dated as of August 6, 2010 (this Agreement), is made and entered into by and among NABORS INDUSTRIES LTD., a Bermuda exempt company (Parent), DIAMOND ACQUISITION CORP., a Delaware corporation and a wholly owned Subsidiary of Parent (Merger Sub), and SUPERIOR WELL SERVICES, INC., a Delaware corporation (the Company). Parent, Merger Sub and the Company are referred to individually as a Party and collectively as the Parties.

Heritage Financial Group – Form of Agreement and Plan of Merger by and Among Heritage Financial Group, Heritage Mhc and Heritage Financial Group, Inc. (June 22nd, 2010)

THIS AGREEMENT AND PLAN OF MERGER (this "Merger Agreement") dated as of , is made by and among Heritage Financial Group, a federal corporation (the "Mid-Tier Holding Company"), Heritage MHC, a federally chartered mutual holding company (the "Mutual Holding Company"), and Heritage Financial Group, Inc., a corporation organized under the laws of Maryland and wholly owned subsidiary of Heritage Financial Group ("Holding Company"). Capitalized terms have the respective meanings given them in the Plan of Conversion and Reorganization (the "Plan") of Heritage MHC dated March 17, 2010, unless otherwise defined herein.

Form of Agreement and Plan of Merger (June 3rd, 2010)

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of , 2010 and effective as of the Effective Time (as defined below), pursuant to Section 18-209 of the Delaware Limited Liability Company Act (the Act) is made and entered into by and among Oasis Petroleum LLC, a Delaware limited liability company (Oasis LLC), OAS Holding Company LLC, a Delaware limited liability company (Oasis Holdings), and OAS Mergerco LLC, a Delaware limited liability company (Merger LLC, and together with Oasis LLC and Oasis Holdings, the Parties).

Vitamin Shoppe Inc – Form of Agreement and Plan of Merger (October 22nd, 2009)

Agreement and Plan of Merger (Agreement), dated as of October , 2009, by and between VS Holdings, Inc., a Delaware corporation (Holdings), and VS Parent, Inc. (Parent).

Esmark Inc – FORM OF AGREEMENT AND PLAN OF MERGER by and Among ESSAR STEEL HOLDINGS LIMITED, THE ENTITY DESIGNATED AS PURCHASER and ESMARK INCORPORATED Dated (May 22nd, 2008)

AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this Agreement), dated [], 2008, by and among ESSAR STEEL HOLDINGS LIMITED, a company incorporated in Mauritius (the Parent), the entity designated pursuant to Section 6.11 (the Purchaser), and ESMARK INCORPORATED, a Delaware corporation (the Company).

RedRoller Holdings, Inc. – Form of Agreement and Plan of Merger (October 29th, 2007)

This AGREEMENT AND PLAN OF MERGER ("Agreement") dated as of October 22, 2007, is made and entered into by and between RedRoller Corp., a Nevada corporation ("Parent") and RedRoller Holdings, Inc., a Delaware corporation ("Subsidiary").

SI International, Inc. – Form of Agreement and Plan of Merger (December 19th, 2006)

This AGREEMENT AND PLAN OF MERGER is dated as of December 15, 2006 (this Agreement) by and among SI International Telecom Corporation (Telecom), a Delaware corporation, SI International Engineering, Inc. (Engineering), a Colorado corporation and SI International, Inc. (SI International), a Delaware corporation.

Health Partnership Inc. – Form of Agreement and Plan of Merger by and Among HEALTH PARTNERSHIP INC. CAPITAL PARTNERS MERGER SUB, INC. CAPITAL PARTNERS ACQUISITION SUB, INC. CAPITAL PARTNERS FOR HEALTH & FITNESS, INC. RANDALL ROHM and THOMAS FLYNN Dated as of February 13, 2006 (February 23rd, 2006)

This Agreement and Plan of Merger (the "Agreement") made and entered into as of February 13, 2006, by and among HEALTH PARTNERSHIP INC., a Colorado corporation ("HPI"), CAPITAL PARTNERS MERGER SUB, INC., a North Carolina corporation and wholly owned subsidiary of HPI ("Capital Partners Mergeco"); CAPITAL PARTNERS ACQUISITION SUB, INC., a North Carolina corporation and wholly owned subsidiary of HPI ("Capital Partners Acquisitionco" and together with Capital Partners Mergeco, each a "Capital Partners Merger Sub" and, collectively, the "Capital Partners Merger Subs"), CAPITAL PARTNERS FOR HEALTH & FITNESS, INC., a North Carolina corporation ("Capital Partners"), Randall Rohm ("Rohm") and Thomas Flynn ("Flynn"), each a resident of North Carolina (Rohm and Flynn are hereinafter collectively referred to as the "Shareholders"). Capital Partners

[Form Of] Agreement and Plan of Merger (December 13th, 2005)

AGREEMENT AND PLAN OF MERGER (Agreement) entered into this day of , 2005 between American Railcar Industries, Inc., a Missouri corporation (Parent), and American Railcar Industries, Inc., a Delaware corporation (Subsidiary and together with Parent, Constituent Corporations).

[Form Of] Agreement and Plan of Merger (November 23rd, 2005)

AGREEMENT AND PLAN OF MERGER (Agreement) entered into this day of , 2005 between American Railcar Industries, Inc., a Missouri corporation (Parent), and American Railcar Industries, Inc., a Delaware corporation (Subsidiary and together with Parent, Constituent Corporations).

Freightcar America Inc – [Form Of] Agreement and Plan of Merger (March 17th, 2005)

This AGREEMENT AND PLAN OF MERGER, dated this day of , 2005 (this Agreement), pursuant to Section 253 of the General Corporation Law of the State of Delaware (the DGCL), between FreightCar America, Inc., a Delaware corporation (FreightCar or the Merged Corporation), and FCA Acquisition Corp., a Delaware corporation (FCA or the Surviving Corporation and together with the Merged Corporation, the Constituent Corporations).

Worldspan Technologies Inc – Form of Agreement and Plan of Merger and Recapitalization (June 23rd, 2004)

Agreement and Plan of Merger and Recapitalization (the "Plan of Merger"), dated as of , 2004, by and between Worldspan Technologies Merger Company, a Delaware corporation ("WTMC "), and Worldspan Technologies Inc., a Delaware corporation ("WTI " and, after the Effective Time, as defined below, the "Surviving Corporation").