APPENDIX AForm of Agreement and Plan of Merger • October 12th, 2004 • DreamWorks Animation SKG, Inc. • Services-motion picture & video tape production • New York
FORM OF AGREEMENT AND PLAN OF MERGERForm of Agreement and Plan of Merger • August 19th, 2019 • Masterworks 002, LLC • Retail-retail stores, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of ______________, 20__, by and among Masterworks 002, LLC, a Delaware limited liability company (the “Company”), Masterworks Cayman 002, LLC (“MW Cayman”) Masterworks Gallery, LLC, a Delaware limited liability company (“Gallery”) and 6461230, LLC, a Delaware limited liability company and wholly owned subsidiary of Gallery (“Merger Sub” and, together with the Company, MW Cayman and Gallery, the “Parties”).
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 MERGERForm of Agreement and Plan of Merger • May 31st, 2013 • Colony American Homes, Inc. • Real estate investment trusts • Maryland
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”).
FORM OF AGREEMENT AND PLAN OF MERGERForm of Agreement and Plan of Merger • May 12th, 2014 • Parsley Energy, Inc. • Crude petroleum & natural gas • Delaware
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 MERGERForm of Agreement and Plan of Merger • March 15th, 2006 • Liberty Media Holding CORP • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made as of this day of , 2006, by and among Liberty Media Corporation, a Delaware corporation ("Old Liberty"), Liberty Media Holding Corporation, a Delaware corporation ("New Liberty"), and LMC MergerSub, Inc., a Delaware corporation ("MergerSub").
FORM OF AGREEMENT AND PLAN OF MERGER OF ENDURO ROYALTY TRUST AND ENDURO TEXAS LLCForm of Agreement and Plan of Merger • September 19th, 2011 • Enduro Royalty Trust • Crude petroleum & natural gas • Delaware
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”).
FORM OF AGREEMENT AND PLAN OF MERGERForm of Agreement and Plan of Merger • March 25th, 2016 • Legg Mason Funds Trust • New York
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made as of this day of [ ], 2016, between LMP Real Estate Income Fund Inc. (the “Acquired Fund”), a Maryland corporation with its principal place of business at 620 Eighth Avenue, 49th Floor, New York, New York 10018, and Legg Mason Funds Trust (the “Trust”), a Maryland statutory trust with its principal place of business at 620 Eighth Avenue, 49th Floor, New York, New York 10018, on behalf of its series, ClearBridge Real Estate Opportunities Fund (the “Acquiring Fund”).
FORM OF AGREEMENT AND PLAN OF MERGERForm of Agreement and Plan of Merger • May 19th, 1997 • O S I Corp • Delaware
FORM OF AGREEMENT AND PLAN OF MERGERForm of Agreement and Plan of Merger • December 19th, 2006 • Si International Inc • Services-computer integrated systems design • Virginia
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.
FORM OF AGREEMENT AND PLAN OF MERGERForm of Agreement and Plan of Merger • July 9th, 2018 • Madison Covered Call & Equity Strategy Fund • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made as of this [ ] day of [ ], 2018, by and among Madison Covered Call & Equity Strategy Fund, a Delaware statutory trust (the “Acquiring Fund”) and Madison Strategic Sector Premium Fund, a Delaware statutory trust (the “Acquired Fund”) (each of the Acquiring Fund and Acquired Fund referred to herein as a “Fund” and collectively, the “Funds”). Madison Asset Management, LLC, a Wisconsin limited liability company (“Madison”), is a party to this Agreement with respect to Section 9.1 hereof only. The principal place of business of the Funds and Madison is 550 Science Drive, Madison, Wisconsin 53711.
EXHIBIT 2Form of Agreement and Plan of Merger • November 23rd, 2004 • Alliance Distributors Holding Inc. • Computer peripheral equipment, nec
FORM OF AGREEMENT AND PLAN OF MERGERForm of Agreement and Plan of Merger • October 16th, 2023 • Masterworks Vault 10, LLC • Retail-retail stores, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of ______________, 2023 by and among Series [ ], a registered series of Masterworks Vault 10, LLC (“Merger Series”), Series [ ], a registered series of Masterworks Vault 10, LLC (“Surviving Series” and, together with the Merger Series, the “Parties”).
FORM OF AGREEMENT AND PLAN OF MERGER OF ENDURO ROYALTY TRUST AND ENDURO TEXAS LLCForm of Agreement and Plan of Merger • August 1st, 2011 • Enduro Royalty Trust • Crude petroleum & natural gas • Delaware
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”).
EXHIBIT G FORM OF AGREEMENT AND PLAN OF MERGERForm of Agreement and Plan of Merger • November 28th, 2001 • Memc Electronic Materials Inc • Semiconductors & related devices • Delaware
This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of November 13, 2001, is made by and between TPG Wafer Holdings LLC, a Delaware limited liability company ("Holdings") and MEMC Electronic Materials, Inc., a Delaware corporation (the "Company").
RECITALSForm of Agreement and Plan of Merger • November 1st, 2001 • Aramark Worldwide Corp • Retail-eating places • Delaware
FORM OF AGREEMENT AND PLAN OF MERGERForm of Agreement and Plan of Merger • November 30th, 2010 • SWIFT TRANSPORTATION Co • Trucking (no local) • Delaware
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.”
ATTACHMENT to N-SAR Sub-Item 77M FORM OF AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is made as of this day of , 2014, between [Tortoise Energy Capital Corporation/Tortoise North American Energy Corporation] (the...Form of Agreement and Plan of Merger • January 29th, 2015 • Tortoise Energy Infrastructure Corp • New York
FORM OF AGREEMENT AND PLAN OF MERGERForm of Agreement and Plan of Merger • October 8th, 2019 • Masterworks 002, LLC • Retail-retail stores, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of ______________, 20__, by and among Masterworks 002, LLC, a Delaware limited liability company (the “Company”), Masterworks Gallery, LLC, a Delaware limited liability company (“Gallery”) and 6461230, LLC, a Delaware limited liability company and wholly owned subsidiary of Gallery (“Merger Sub” and, together with the Company and Gallery, the “Parties”).
FORM OF AGREEMENT AND PLAN OF MERGERForm of Agreement and Plan of Merger • June 12th, 2014 • Adeptus Health Inc. • Services-hospitals • Delaware
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”).
FORM OF AGREEMENT AND PLAN OF MERGER Dated as of [ ], 2012 Among VULCAN MATERIALS COMPANY, MARTIN MARIETTA MATERIALS, INC. and [MERGER SUB]Form of Agreement and Plan of Merger • December 12th, 2011 • Martin Marietta Materials Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of [ ], 2012, among Vulcan Materials Company, a New Jersey corporation (the “Company”), Martin Marietta Materials, Inc., a North Carolina corporation (“Parent”), and [MERGER SUB], a [ ] corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
FORM OF AGREEMENT AND PLAN OF MERGERForm of Agreement and Plan of Merger • September 16th, 2016 • Western Asset Emerging Markets Debt Fund Inc. • New York
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made as of this [ ] day of [ ], 2016 between [Western Asset Emerging Markets Income Fund Inc. / Western Asset Worldwide Income Fund Inc.] (the “Acquired Fund”), a Maryland corporation with its principal place of business at 620 Eighth Avenue, 49th Floor, New York, New York 10018, and Western Asset Emerging Markets Debt Fund Inc. (the “Acquiring Fund”), a Maryland corporation with its principal place of business at 620 Eighth Avenue, 49th Floor, New York, New York 10018.
Form of Agreement and Plan of MergerForm of Agreement and Plan of Merger • June 12th, 2014 • Emerald Oil, Inc. • Crude petroleum & natural gas • Delaware
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.’’
FORM OF AGREEMENT AND PLAN OF MERGER OF ANTERO RESOURCES LLC WITH AND INTO ANTERO RESOURCES CORPORATIONForm of Agreement and Plan of Merger • September 24th, 2013 • ANTERO RESOURCES Corp • Crude petroleum & natural gas
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”).
FORM OF AGREEMENT AND PLAN OF MERGERForm of Agreement and Plan of Merger • October 22nd, 2009 • Vs Holdings, Inc. • Retail-food stores
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”).
Form of Agreement and Plan of MergerForm of Agreement and Plan of Merger • August 27th, 2014 • Newtek Business Services Corp.
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made as of this day of September, 2014, by and between Newtek Business Services, Inc., a New York corporation that was originally formed under the name Whitestone Holdings, Inc. (the “New York Corporation”), and Newtek Business Services Corp., a Maryland corporation (the “Maryland Corporation”).
FORM OF AGREEMENT AND PLAN OF MERGERForm of Agreement and Plan of Merger • June 1st, 2021 • LifeStance Health Group, Inc. • Services-health services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June [ ], 2021, by and among LFST Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), LifeStance TopCo, L.P., a Delaware limited partnership (“TopCo”), LifeStance Health Group, Inc., a Delaware corporation (“PubCo”), in accordance with Section 18-209 of the Delaware Limited Liability Company Act (the “Limited Liability Company Act”) and Section 17-211 of the Delaware Revised Uniform Limited Partnership Act (the “Limited Partnership Act”).
Exhibit AForm of Agreement and Plan of Merger • September 7th, 2004 • Datameg Corp • Communications services, nec • Delaware
FORM OF AGREEMENT AND PLAN OF MERGERForm of Agreement and Plan of Merger • January 11th, 2021 • Dream Finders Homes, Inc. • Operative builders • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of January ___, 2021, by and among Dream Finders Holdings LLC, a Florida limited liability company (“DFH LLC”), Dream Finders Homes, Inc., a Delaware corporation and, prior to the consummation of the Merger (as defined below), a wholly owned subsidiary of DFH LLC (“DFH Inc.”), and DFH Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of DFH Inc. (“Merger Sub”).
FORM OF AGREEMENT AND PLAN OF MERGER OF SHUTTERSTOCK, INC. A DELAWARE CORPORATION, and SHUTTERSTOCK IMAGES LLC A NEW YORK LIMITED LIABILITY COMPANYForm of Agreement and Plan of Merger • September 27th, 2012 • Shutterstock, Inc. • Services-computer processing & data preparation • Delaware
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.
FORM OF AGREEMENT AND PLAN OF MERGERForm of Agreement and Plan of Merger • June 3rd, 2010 • Oasis Petroleum Inc. • Crude petroleum & natural gas • Delaware
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”).
Prepared by MERRILL CORPORATION www.edgaradvantage.com FORM OF AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER ("Merger Agreement") is made as of this day of , 2000, by and between Fargo Electronics, Inc., a corporation organized and...Form of Agreement and Plan of Merger • December 27th, 1999 • Fargo Electronics Inc • Services-computer programming services
FORM OF AGREEMENT AND PLAN OF MERGERForm of Agreement and Plan of Merger • October 29th, 2007 • Aslahan Enterprises Ltd. • Services-racing, including track operation • Nevada
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").
FORM OF AGREEMENT AND PLAN OF MERGER OF ENDURO OPERATING LLC AND ENDURO TEXAS LLCForm of Agreement and Plan of Merger • August 3rd, 2011 • Enduro Royalty Trust • Crude petroleum & natural gas
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.”
FORM OF AGREEMENT AND PLAN OF MERGERForm of Agreement and Plan of Merger • August 10th, 2010 • Richmond Honan Medical Properties Inc. • Delaware
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”).]
