Merger Termination Agreement Sample Contracts

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Merger Termination Agreement (July 2nd, 2012)

This Merger Termination Agreement (this Agreement) is entered into as of June 30, 2012 by and among Expedition Holding Company, Inc., a Delaware corporation (Parent), Expedition Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub), and Quest Software, Inc., a Delaware corporation (Quest).

Poniard Pharmaecuticals, Inc. – Merger Termination Agreement (December 23rd, 2011)

THIS MERGER TERMINATION AGREEMENT, dated as of December 21, 2011, is entered into by and between Poniard Pharmaceuticals, Inc. (Poniard), a Washington corporation, and Allozyne, Inc. (Allozyne), a Delaware corporation. Any capitalized term which is undefined herein has the meaning assigned to it in the Agreement and Plan of Merger and Reorganization entered into by the parties as of June 22, 2011 (the Agreement).

Alliance Bankshares Corporation – Merger Termination Agreement (November 29th, 2011)

THIS MERGER TERMINATION AGREEMENT (this Agreement), made as of this 28th day of November, 2011, by and among Eagle Bancorp, Inc. (Eagle), a corporation organized and existing under the laws of the State of Maryland; EagleBank, a Maryland chartered commercial bank and a wholly-owned subsidiary of Eagle (EagleBank); Alliance Bankshares Corporation (Alliance), a corporation organized and existing under the laws of the Commonwealth of Virginia; and Alliance Bank Corporation, a Virginia chartered commercial bank and a wholly-owned subsidiary of Alliance (Alliance Bank).

Republic First Bancorp, Inc. – Merger Termination Agreement (March 15th, 2010)

This MERGER TERMINATION AGREEMENT, dated as of March 15, 2010, is entered into between Metro Bancorp, Inc., formerly known as Pennsylvania Commerce Bancorp, Inc., a Pennsylvania corporation ("Parent"), and Republic First Bancorp, Inc., a Pennsylvania corporation (the "Company"). Any capitalized term which is undefined herein has the meaning assigned to it in the Agreement and Plan of Merger entered into by the parties as of November 7, 2008 ("Agreement").

Metro Bancorp Inc – Merger Termination Agreement (March 15th, 2010)

This MERGER TERMINATION AGREEMENT, dated as of March 15, 2010, is entered into between Metro Bancorp, Inc., formerly known as Pennsylvania Commerce Bancorp, Inc., a Pennsylvania corporation ("Parent"), and Republic First Bancorp, Inc., a Pennsylvania corporation (the "Company"). Any capitalized term which is undefined herein has the meaning assigned to it in the Agreement and Plan of Merger entered into by the parties as of November 7, 2008 ("Agreement").

Berkshire Hills Bancorp, Inc. – Merger Termination Agreement (June 29th, 2009)

This Merger Termination Agreement (this "Agreement") is entered into as of June 25, 2009 by and between Berkshire Hills Bancorp, Inc. ("Berkshire Hills Bancorp"), a Delaware corporation, and CNB Financial Corp. ("CNB Financial"), a Massachusetts corporation.

CNB Financial Corp. – Merger Termination Agreement (June 29th, 2009)

This Merger Termination Agreement (this "Agreement") is entered into as of June 25, 2009 by and between Berkshire Hills Bancorp, Inc. ("Berkshire Hills Bancorp"), a Delaware corporation, and CNB Financial Corp. ("CNB Financial"), a Massachusetts corporation.

CNB Financial Corp. – Merger Termination Agreement (June 29th, 2009)

This Merger Termination Agreement (this "Agreement") is entered into as of June 25, 2009 by and between Berkshire Hills Bancorp, Inc. ("Berkshire Hills Bancorp"), a Delaware corporation, and CNB Financial Corp. ("CNB Financial"), a Massachusetts corporation.

Edge Petroleum Corporation – Merger Termination Agreement (December 17th, 2008)
Chaparral Energy, Inc. – Merger Termination Agreement (December 17th, 2008)
Edge Petroleum Corporation – Merger Termination Agreement (December 17th, 2008)
Medicis Pharmaceutical – Contract (December 13th, 2005)

EXHIBIT 10.1 MERGER TERMINATION AGREEMENT This Merger Termination Agreement (this "Agreement") is entered into as of December 13, 2005 by and among Medicis Pharmaceutical Corporation, a Delaware corporation ("Parent"), Masterpiece Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Inamed Corporation, a Delaware corporation (the "Company"). RECITALS WHEREAS, Parent, Merger Sub and the Company have entered into an Agreement and Plan of Merger dated as of March 20, 2005 (the "Merger Agreement") (capitalized terms used but not otherwise defined herein shall have the respective meanings provided for such terms in the Merger Agreement); and WHEREAS, Parent, Merger Sub and the Company desire to terminate the Merger Agreement as provided herein effective immediately upon execution of this Agreement and Medicis' receipt of the Company Termination Fee and Reimbu

Merger Termination Agreement (December 13th, 2005)

This Merger Termination Agreement (this Agreement) is entered into as of December 13, 2005 by and among Medicis Pharmaceutical Corporation, a Delaware corporation (Parent), Masterpiece Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), and Inamed Corporation, a Delaware corporation (the Company).

Merger Termination Agreement (December 13th, 2005)

This Merger Termination Agreement (this Agreement) is entered into as of December 13, 2005 by and among Medicis Pharmaceutical Corporation, a Delaware corporation (Parent), Masterpiece Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), and Inamed Corporation, a Delaware corporation (the Company).

Merger Termination Agreement (June 30th, 2005)

This Merger Termination Agreement (this Agreement) is entered into as of June 27, 2005 by and among Nanometrics Incorporated, a California corporation (Parent), Major League Merger Corporation, a Minnesota corporation and wholly owned subsidiary of Parent (Merger Sub 1), Minor League Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub 2) and August Technology Corporation, a Minnesota corporation (the Company).

Merger Termination Agreement (June 30th, 2005)

This Merger Termination Agreement (this Agreement) is entered into as of June 27, 2005 by and among Nanometrics Incorporated, a California corporation (Parent), Major League Merger Corporation, a Minnesota corporation and wholly owned subsidiary of Parent (Merger Sub 1), Minor League Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub 2) and August Technology Corporation, a Minnesota corporation (the Company).