Merger Agreement And Plan Of Reorganization Sample Contracts

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Greenwood Hall – Merger Agreement and Plan of Reorganization (March 25th, 2015)

GREENWOOD HALL, INC., a corporation formed pursuant to the laws of the State of Nevada and having an office for business located at 55 A Cliff View Drive, Green Bay, Auckland, New Zealand

Aurios Inc. – Merger Agreement and Plan of Reorganization (March 5th, 2015)

This MERGER Agreement and Plan of Reorganization (hereinafter, the "Agreement") is entered into as of the 5th day of March 2015 (the "Execution Date"), by and among Aurios Inc., an Arizona corporation (hereinafter, "Aurios"), ZipRemit Credit Corp., a newly-formed Nevada corporation and wholly-owned subsidiary of Aurios (hereinafter, "ZipRemit Sub"), on the one hand, and iPayMobil, Inc., an Arizona corporation (hereinafter, "iPayMobil" or the "Surviving Subsidiary"), on the other hand, with reference to the facts set forth in the Recitals below.

Tiger Media – Second Amendment to Merger Agreement and Plan of Reorganization (February 13th, 2015)

This SECOND AMENDMENT TO MERGER AGREEMENT AND PLAN OF REORGANIZATION (Amendment) effective this 13th day of February, 2015 is by and among The Best One, Inc., a Florida corporation (TBO), Tiger Media, Inc., a Cayman Islands company (Parent), TBO Acquisition, LLC, a Delaware limited liability company, which is a wholly owned Subsidiary of Parent (Merger Sub) and Derek Dubner, solely in his capacity as Representative hereunder.

Tiger Media – First Amendment to Merger Agreement and Plan of Reorganization (December 18th, 2014)

This FIRST AMENDMENT TO MERGER AGREEMENT AND PLAN OF REORGANIZATION (Amendment) effective this 18th day of December, 2014 is by and among The Best One, Inc., a Florida corporation (TBO), Tiger Media, Inc., a Cayman Islands company (Parent), TBO Acquisition, LLC, a Delaware limited liability company, which is a wholly owned Subsidiary of Parent (Merger Sub) and Derek Dubner, solely in his capacity as Representative hereunder.

Tiger Media – Merger Agreement and Plan of Reorganization (December 18th, 2014)

THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION (this Agreement), dated as of December 14, 2014, is entered into by and among The Best One, Inc., a Florida corporation (TBO), Tiger Media, Inc., a Cayman Islands company (Parent), TBO Acquisition, LLC, a Delaware limited liability company, which is a wholly owned Subsidiary of Parent (Merger Sub) and Derek Dubner, solely in his capacity as Representative hereunder.

Greenwood Hall – Merger Agreement and Plan of Reorganization (July 29th, 2014)

GREENWOOD HALL, INC., a corporation formed pursuant to the laws of the State of Nevada and having an office for business located at 55 A Cliff View Drive, Green Bay, Auckland, New Zealand

Wind Power Holdings Inc – MERGER AGREEMENT AND PLAN OF REORGANIZATION Among MIRA III ACQUISITION CORP., WIND POWER HOLDINGS, INC., MIRA SUBCO INC. AND MIRA SUBCO LLC March 31, 2014 (April 14th, 2014)

This Merger Agreement is entered into on March 31, 2014 by and between Mira III Acquisition Corp., a British Columbia corporation, Wind Power Holdings, Inc., a Delaware corporation, Mira Subco Inc., a Delaware corporation (Subco, as more specifically defined herein) and Mira Subco LLC, a Delaware limited liability company (Subco2, as more specifically defined herein).

Merger Agreement and Plan of Reorganization by and Among Kitara Media Corp., Kitara Media Sub, Inc., Health Guru Media, Inc. And Those Certain Securityholders Executing the Signature Page Attached Hereto Dated as of December 3, 2013 (December 4th, 2013)

THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of December 3, 2013, by and among Kitara Media Corp., a Delaware corporation ("Kitara"), Kitara Media Sub, Inc., a Delaware corporation and wholly owned subsidiary of Kitara ("Merger Sub Inc."), Health Guru Media, Inc., a Delaware corporation ("Health Guru"), and the persons executing the "Signing Holder Signature Page" hereto holding a majority of the outstanding shares of capital stock of Health Guru (the "Signing Holders"). The term "Agreement" as used herein refers to this Merger Agreement and Plan of Reorganization, as the same may be amended from time to time, and all schedules hereto (including the Kitara Media Schedule and the Health Guru Schedule, as defined in the preambles to Articles II and III hereof, respectively).

Amendment No. 1 to Merger Agreement and Plan of Reorganization (July 5th, 2013)

This AMENDMENT NO. 1 to the MERGER AGREEMENT AND PLAN OF REORGANIZATION is entered into as of July 1, 2013 by and among Ascend Acquisition Corp. ("Ascend"), Ascend Merger Sub, LLC ("Merger Sub LLC"), Ascend Merger Sub, Inc. ("Merger Sub Inc."), Kitara Media, LLC ("Kitara Media"), New York Publishing Group, Inc. ("NYPG") and the persons executing the "Signing Holder Signature Page" attached hereto. Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Merger Agreement (as defined below).

EpiCept Corporation – Amendment No. 4 to Merger Agreement and Plan of Reorganization (June 19th, 2013)

This Fourth Amendment to Merger Agreement and Plan of Reorganization (this Fourth Amendment), is made as of the 17th day of June, 2013 (the Effective Date), by and among Immune Pharmaceuticals Ltd. (Immune) EpiCept Corporation, a Delaware corporation, and EpiCept Israel Ltd., an Israeli company (together, EpiCept and collectively with Immune, the Parties). Capitalized terms used herein and not otherwise defined shall have the respective definitions ascribed to them in the Merger Agreement and Plan of Reorganization, dated November 7, 2012 (the Merger Agreement), as amended on November 27, 2012 (the First Amendment), on February 11, 2013 (the Second Amendment) and on March 14, 2013 (the Third Amendment).

Merger Agreement and Plan of Reorganization (June 12th, 2013)

THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of June 12, 2013, by and among Ascend Acquisition Corp., a Delaware corporation ("Ascend"), Ascend Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Ascend ("Merger Sub LLC"), Ascend Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Ascend ("Merger Sub Inc."), Kitara Media, LLC, a Delaware limited liability company ("Kitara Media"), New York Publishing Group, Inc., a Delaware corporation ("NYPG"), and the persons executing the "Signing Holder Signature Page" hereto holding a majority of the outstanding membership interests of Kitara Media (the "Kitara Signing Holder") and a majority of the outstanding shares of common stock of NYPG (the "NYPG Signing Holder" and together with the Kitara Signing Holder, the "Signing Holders"). The term "Agreement" as used herein refers to this Merger Agreement and Plan of Reorganization, as the same may be amended from t

EpiCept Corporation – Amendment No. 3 to Merger Agreement and Plan of Reorganization (March 19th, 2013)

This Third Amendment to Merger Agreement and Plan of Reorganization (this Third Amendment), is made as of the 14th day of March, 2013 (the Effective Date), by and among Immune Pharmaceuticals Ltd. (Immune) EpiCept Corporation, a Delaware corporation, and EpiCept Israel Ltd., an Israeli company (together, EpiCept and collectively with Immune, the Parties). Capitalized terms used herein and not otherwise defined shall have the respective definitions ascribed to them in the Merger Agreement and Plan of Reorganization, dated November 7, 2012 (the Merger Agreement), as amended on November 27, 2012 (the First Amendment) and on February 11, 2013 (the Second Amendment).

EpiCept Corporation – Amendment No. 3 to Merger Agreement and Plan of Reorganization (March 19th, 2013)

This Third Amendment to Merger Agreement and Plan of Reorganization (this Third Amendment), is made as of the 14th day of March, 2013 (the Effective Date), by and among Immune Pharmaceuticals Ltd. (Immune) EpiCept Corporation, a Delaware corporation, and EpiCept Israel Ltd., an Israeli company (together, EpiCept and collectively with Immune, the Parties). Capitalized terms used herein and not otherwise defined shall have the respective definitions ascribed to them in the Merger Agreement and Plan of Reorganization, dated November 7, 2012 (the Merger Agreement), as amended on November 27, 2012 (the First Amendment) and on February 11, 2013 (the Second Amendment).

EpiCept Corporation – Amendment to Merger Agreement and Plan of Reorganization (March 5th, 2013)

This Amendment to Merger Agreement and Plan of Reorganization (the Amendment), is made as of the 27 day of November, 2012 (the Effective Date), by and between Immune Pharmaceuticals Ltd. (Immune) EpiCept Corporation and Epicept Israel Ltd., an Israeli company in incorporation (together, Epicept). Immune and Epicept shall hereinafter sometimes be referred to collectively as the Parties.

EpiCept Corporation – Amendment No. 2 to Merger Agreement and Plan of Reorganization (February 12th, 2013)

This Second Amendment to Merger Agreement and Plan of Reorganization (the Second Amendment), is made as of the 11th day of February, 2013 (the Effective Date), by and between Immune Pharmaceuticals Ltd. (Immune), EpiCept Corporation and EpiCept Israel Ltd., an Israeli company (together, EpiCept). Immune and Epicept shall hereinafter sometimes be referred to collectively as the Parties. Capitalized terms used herein and not otherwise defined shall have the respective definitions ascribed to them in the Merger Agreement and Plan of Reorganization dated November 7, 2012, as amended by the Amendment to Merger Agreement and Plan of Reorganization dated November 27, 2012 (the First Amendment and together, the Merger Agreement).

EpiCept Corporation – Amendment No. 2 to Merger Agreement and Plan of Reorganization (February 12th, 2013)

This Second Amendment to Merger Agreement and Plan of Reorganization (the Second Amendment), is made as of the 11th day of February, 2013 (the Effective Date), by and between Immune Pharmaceuticals Ltd. (Immune), EpiCept Corporation and EpiCept Israel Ltd., an Israeli company (together, EpiCept). Immune and Epicept shall hereinafter sometimes be referred to collectively as the Parties. Capitalized terms used herein and not otherwise defined shall have the respective definitions ascribed to them in the Merger Agreement and Plan of Reorganization dated November 7, 2012, as amended by the Amendment to Merger Agreement and Plan of Reorganization dated November 27, 2012 (the First Amendment and together, the Merger Agreement).

EpiCept Corporation – Merger Agreement and Plan of Reorganization (November 13th, 2012)

THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION (this Agreement) is made and entered as of November 7, 2012, by and among EpiCept Corporation, a Delaware corporation (Parent), Epicept Israel Ltd., an Israeli company in incorporation (Acquisition Subsidiary), which shall be, following incorporation, a wholly owned subsidiary of Parent, and Immune Pharmaceuticals Ltd., an Israeli company (the Company).

EpiCept Corporation – Merger Agreement and Plan of Reorganization (November 13th, 2012)

THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION (this Agreement) is made and entered as of November 7, 2012, by and among EpiCept Corporation, a Delaware corporation (Parent), Epicept Israel Ltd., an Israeli company in incorporation (Acquisition Subsidiary), which shall be, following incorporation, a wholly owned subsidiary of Parent, and Immune Pharmaceuticals Ltd., an Israeli company (the Company).

Amendment No. 2 to Merger Agreement and Plan of Reorganization (May 25th, 2012)

This AMENDMENT NO. 2 to the MERGER AGREEMENT AND PLAN OF REORGANIZATION is entered into as of April 30, 2012 by and among Ascend Acquisition Corp. ("Ascend"), Andover Games, LLC ("Andover Games") and the former members of Andover Games. Capitalized terms not otherwise defined herein shall have the meaning given to such terms in that certain Merger Agreement and Plan of Reorganization, dated as of December 30, 2011 (the "Merger Agreement"), providing for the merger of Ascend Merger Sub, LLC, the former wholly owned subsidiary of Ascend, with and into Andover Games with Andover Games surviving as a wholly owned subsidiary of Ascend; and

Amendment No. 1 to Merger Agreement and Plan of Reorganization (April 4th, 2012)

This AMENDMENT NO. 1 to the MERGER AGREEMENT AND PLAN OF REORGANIZATION is entered into as of March 30, 2012 by and among Ascend Acquisition Corp. ("Ascend"), Andover Games, LLC ("Andover Games") and the former members of Andover Games. Capitalized terms not otherwise defined herein shall have the meaning given to such terms in that certain Merger Agreement and Plan of Reorganization, dated as of December 30, 2011 (the "Merger Agreement"), providing for the merger of Ascend Merger Sub, LLC, the former wholly owned subsidiary of Ascend, with and into Andover Games with Andover Games surviving as a wholly owned subsidiary of Ascend; and

Merger Agreement and Plan of Reorganization by and Among Ascend Acquisition Corp., Ascend Merger Sub, Llc, Andover Games, Llc and the Members of Andover Games, Llc Dated as of December 30, 2011 (January 4th, 2012)

THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of December 30, 2011, by and among Ascend Acquisition Corp., a Delaware corporation ("Ascend"), Ascend Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Ascend ("Merger Sub"), Andover Games, LLC, a Delaware limited liability company ("Andover Games"), and the persons executing the "Members Signature Page" hereto (the "Signing Members"). The term "Agreement" as used herein refers to this Merger Agreement and Plan of Reorganization, as the same may be amended from time to time, and all schedules hereto (including the Andover Games Schedule and the Ascend Schedule, as defined in the preambles to Articles II and III hereof, respectively).

Sg Blocks, Inc. – Merger Agreement and Plan of Reorganization by and Among Cdsi Holdings Inc., Cdsi Merger Sub, Inc., Sg Blocks, Inc. And Certain of the Stockholders of Sg Blocks, Inc. Dated as of July 27, 2011 (August 2nd, 2011)

THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of July 27, 2011, by and among CDSI Holdings Inc., a Delaware corporation ("CDSI"), CDSI Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of CDSI ("Merger Sub"), SG Blocks, Inc., a Delaware corporation ("SG Blocks"), and the persons executing the "Stockholders Signature Page" hereto (the "Signing Stockholders"). The term "Agreement" as used herein refers to this Merger Agreement and Plan of Reorganization, as the same may be amended from time to time, and all schedules hereto (including the SG Blocks Schedule and the CDSI Schedule, as defined in the preambles to Articles II and III hereof, respectively).

Auri Inc – Merger Agreement and Plan of Reorganization (March 10th, 2011)

This MERGER AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement ) dated as of February 14, 2011, by and among Wellstone Filter Sciences, Inc., a Delaware corporation whose principal office is located at 710 Market Street, Chapel Hill, North Carolina 27516 (WFSI); ADG Acquisition, Inc., a California corporation (Merger Sub), the principal WFSI stockholder listed on Exhibit A (the PRINCIPAL WFSI STOCKHOLDER); each of the persons listed on Exhibit B who are owners of membership units of ADGLLC (collectively referred to as SELLERS); and Auri Design Group LLC, a California Limited Liability Company (ADGLLC) whose principal office is located at 1200 North Coast Highway, Laguna Beach, California 92651-4045.

Auri Inc – Merger Agreement and Plan of Reorganization (February 22nd, 2011)

This MERGER AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement ) dated as of February 14, 2011, by and among Wellstone Filter Sciences, Inc., a Delaware corporation whose principal office is located at 710 Market Street, Chapel Hill, North Carolina 27516 (WFSI); ADG Acquisition, Inc., a California corporation (Merger Sub), the principal WFSI stockholder listed on Exhibit A (the PRINCIPAL WFSI STOCKHOLDER); each of the persons listed on Exhibit B who are owners of membership units of ADGLLC (collectively referred to as SELLERS); and Auri Design Group LLC, a California Limited Liability Company (ADGLLC) whose principal office is located at 1200 North Coast Highway, Laguna Beach, California 92651-4045.

BBV Vietnam S.E.A. Acquisition Corp. – MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG BBV VIETNAM S.E.A. ACQUISITION CORPORATION, BBV SUB, INC. MIGAMI, INC. AND PHARMANITE, INC. Dated as of February 27, 2010 (March 8th, 2010)

This MERGER AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made and entered into as of February 27, 2010 by and among, BBV Vietnam S.E.A. Acquisition Corporation, a Republic of the Marshall Islands corporation ("BBV"), BBV Sub, Inc., a Delaware corporation and wholly-owned subsidiary of BBV ("BBV Sub"), Migami, Inc., a Nevada corporation ("Migami"), and Pharmanite, Inc., a Delaware corporation and wholly-owned subsidiary of Migami ("Migami Sub"). BBV, BBV Sub, Migami and Migami Sub are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

China Pharmaceuticals Inc – Merger Agreement And (February 19th, 2010)

THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION, dated as of February 12, 2010 (this "Agreement") by and among Allstar Restaurants, a Nevada corporation ("Parent"), Allstar Acquisitions Co., a Delaware corporation which is a wholly owned subsidiary of Parent ("Acquisition Subsidiary") and China Qinba Pharmaceuticals, Inc., a Delaware corporation ("DE Qinba"); Terry G. Bowering (the "Parent Controlling Shareholder), and Guozhu Wang, Guiping Zhang, Xiu'e Xing, Yong Xu, XiLing Gao, Xianhong Xue, Congge Wei and Xiulan Kang ("Guozhu Wang and together with Guiping Zhang, Xiu'e Xing, Yong Xu, XiLing Gao, Xianhong Xue, Congge Wei and Xiulan Kang, constituting the "Majority Qinba Shareholders").

Ohr Pharmaceutical Inc. – Merger Agreement and Plan of Reorganization (August 11th, 2009)

From the date of this Agreement up to and including the Effective Time, except with the prior written approval of Ohr, the business of BBM will be conducted in the usual, regular and ordinary manner, and BBM will not (i) make any material change in its methods of management, distribution, marketing, accounting or operations or (ii) create or incur any indebtedness or other liability or obligation, except in the ordinary course of business.

clickNsettle.com Inc. – First Amendment to Merger Agreement and Plan of Reorganization (September 9th, 2008)

This FIRST AMENDMENT (the Amendment) is made as of August 29, 2008 to the Merger Agreement and Plan of Reorganization (Merger Agreement), dated as of June 18, 2008, by and among Cardo Medical, LLC, a California limited liability company, clickNsettle.com, Inc., a Delaware corporation, and Cardo Acquisition, LLC, a California limited liability company.

Wi-Tron – MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG CELLVINE LTD WI-TRON, INC., AND WI-TRON ACQUISITION LTD Dated as of May 16, 2008 (August 19th, 2008)

THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is entered into as of May 16, 2008, among CELLVINE LTD, an Israeli corporation ("Cellvine"), WI-TRON, INC., a Delaware corporation ("Parent"), and WI-TRON ACQUISITION LTD, an Israeli corporation and a wholly-owned subsidiary of Parent ("Merger Sub").

Nugen Holdings, Inc. – Merger Agreement and Plan of Reorganization (July 7th, 2008)

THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION is made as of the 28th day of June, 2008, by and among Trinterprise LLC, a Texas limited liability company having its principal place of business at 3040 Post Oak Boulevard, Suite 1110, Houston, Texas 77056 ("Trinterprise"), InovaChem, Inc., a Delaware corporation, having its principal place of business at 3040 Post Oak Boulevard, Suite 1110, Houston, Texas 77056 ("InovaChem"), InovaChem Mergerco, LLC, a Texas limited liability company, having its principal place of business at 3040 Post Oak Boulevard, Suite 1110, Houston, Texas 77056 ("Mergerco"), and William W. Zuo ("Zuo"), Xiaojing Li ("Li"), Shao Jun Xu ("Xu"), Henry Toh ("Toh"), and Lu Yiu ("Yiu" and together with Zuo, Li, Xu and Toh, the "Trinterprise Members").

Merger Agreement and Plan of Reorganization (June 30th, 2008)

This MERGER AGREEMENT AND PLAN OF REORGANIZATION (together with the Company Disclosure Schedule and the other schedules hereto, the Agreement) is made and entered into as of December 31, 2007, by and among Cimatron Ltd., an Israeli Company (Cimatron), Cimatron Technologies, Inc., a Michigan corporation and a direct wholly-owned subsidiary of Cimatron Ltd. (CTI), Nortamic, LLC, a California limited liability company and a direct wholly-owned subsidiary of CTI (Sub), Gibbs System, Inc., a California Corporation (Company), and the President and sole shareholder of the Company, William F. Gibbs (Gibbs). Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE 1.

Getting Ready... – Second Amendment to Merger Agreement and Plan of Reorganization (June 25th, 2008)

This SECOND AMENDMENT (the Amendment) is made as of June 23, 2008 to the Merger Agreement and Plan of Reorganization (Merger Agreement), dated as of November 13, 2007, as amended, by and among Winston Laboratories, Inc., a Delaware corporation, Getting Ready Corporation, a Delaware corporation, and Winston Acquisition Corp., a Delaware corporation.

clickNsettle.com Inc. – Merger Agreement and Plan of Reorganization (June 23rd, 2008)

THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION (this Agreement), dated as of June 18, 2008 (the Execution Date), is entered into by and among Cardo Medical, LLC, a California limited liability company (Cardo), clickNsettle.com, Inc., a Delaware corporation (Parent), and Cardo Acquisition, LLC, a California limited liability company, which is a wholly owned Subsidiary of Parent (Merger Sub).

Shengkai Innovations – Merger Agreement and Plan of Reorganization (June 23rd, 2008)

THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION, dated as of June 9, 2008 (this "Agreement") by and among Southern Sauce Company, Inc., a Florida corporation ("Parent"), Shen Kun Acquisition Sub Limited, a British Virgin Islands company which is a wholly owned subsidiary of Parent ("Acquisition Subsidiary") and Shen Kun International Limited, a British Virgin Islands company ("Shen Kun");

Getting Ready... – First Amendment to Merger Agreement and Plan of Reorganization (June 4th, 2008)

This FIRST AMENDMENT (the Amendment) is made as of May 30, 2008 to the Merger Agreement and Plan of Reorganization (Merger Agreement), dated as of November 13, 2007, by and among Winston Laboratories, Inc., a Delaware corporation, Getting Ready Corporation, a Delaware corporation, and Winston Acquisition Corp., a Delaware corporation.