Mergeragreement Sample Contracts

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Li3 Energy, Inc. – Enter Into Merger Agreement (May 21st, 2013)

SANTIAGO, CHILE--(Marketwire - May 21, 2013) - Li3 Energy, Inc., (OTC.BB.LIEG -News) ("Li3""), a US-listed and South America-based global exploration company in the lithium and minerals sector, and Blue Wolf Mongolia Holdings Corp. (NASDAQ: MNGL) ("Blue Wolf"), a British Virgin Islands blank check company formed for the purpose of effecting a business combination, announced their entry into an Agreement and Plan of Merger for an initial business combination. Upon closing of the Agreement and Plan of Merger and the transactions contemplated thereby (the "Transaction"), Li3 will merge with and into a wholly owned subsidiary of Blue Wolf with Li3 surviving the Transaction. Depending on the timing and process of regulatory reviews and Li3 obtaining its requisite shareholder approval, the Transaction is expected to be completed on or before July 22, 2013. Following the closing, Blue Wolf intends to change its name to Li3 Energy Corp. and continue to list its securities on the NASDAQ Capital

Western Liberty Bancorp – Founders Shares Restructuring Agreement (July 22nd, 2009)

This Founders Shares Restructuring Agreement (the Agreement) is entered into as of July 20, 2009, by and between Global Consumer Acquisition Corp., a Delaware Corporation (GCAC) and Hayground Cove Asset Management LLC, a Delaware Limited Liability Company and the sponsor of GCAC (HCAM).

Stock Option Agreement Recitals Subsidiary 3.1(c) Superior Proposal 6.10(d) Surviving Company Recitals Takeover Statutes 3.21 Tax(es) 3.10(b) Tax Return 3.10(c) Trademarks 3.17(a) Trade Secrets 3.17(a) Trust Account Common Shares 1.4(b) Voting Debt 3.2(A) (September 18th, 2008)

AGREEMENT AND PLAN OF MERGER, dated as of September 15, 2008 (this Agreement), by and between Merrill Lynch & Co., Inc., a Delaware corporation (Company), and Bank of America Corporation, a Delaware corporation (Parent).

AGREEMENT AND PLAN OF MERGER Dated as of August 16, 2007 Among DARDEN RESTAURANTS, INC. SURF & TURF MERGER CORP. And RARE HOSPITALITY INTERNATIONAL, INC. (August 17th, 2007)

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of August 16, 2007, by and among Darden Restaurants, Inc., a Florida corporation (Parent), Surf & Turf Merger Corp., a Georgia corporation and a wholly owned subsidiary of Parent (Merger Sub), and RARE Hospitality International Inc., a Georgia corporation (the Company).

AGREEMENT AND PLAN OF MERGER AMONG WALGREEN CO., BISON ACQUISITION SUB. INC. AND OPTION CARE, INC. Dated as of July 2, 2007 (July 3rd, 2007)

This Agreement and Plan of Merger (this Agreement) is dated as of July 2, 2007, among Walgreen Co., an Illinois corporation (the Buyer), Bison Acquisition Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Buyer (Acquisition Sub), and Option Care, Inc., a Delaware corporation (the Company).

EXHIBITS Exhibit a Form of Full Recourse Note Exhibit B Certificate of Incorporation Exhibit C By-Laws Exhibit D Investors and Guarantors (March 7th, 2007)

AGREEMENT AND PLAN OF MERGER, dated as of March 5, 2007 (the "Agreement"), among Vector Stealth Holdings II, L.L.C., a Delaware limited liability company ("Parent"), Stealth Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"), and SafeNet, Inc., a Delaware corporation (the "Company").

Mills Limited Partnership – Agreement and Plan of Merger (January 17th, 2007)

This AGREEMENT AND PLAN OF MERGER, dated as of January 17, 2007 (this Agreement), is by and among BROOKFIELD ASSET MANAGEMENT INC., an Ontario corporation (Parent), THE MILLS CORPORATION, a Delaware corporation (the Company), THE MILLS LIMITED PARTNERSHIP, a Delaware limited partnership and the Companys operating partnership (the Operating Partnership), and such other Persons that become signatories hereto pursuant to the terms hereof.

Baltimore Gas & Electric Co – AGREEMENT AND PLAN OF MERGER Among FPL GROUP, INC., CONSTELLATION ENERGY GROUP, INC. And CF MERGER CORPORATION Dated as of December 18, 2005 (December 19th, 2005)

AGREEMENT AND PLAN OF MERGER dated as of December 18, 2005 (this Agreement), among FPL GROUP, INC., a Florida corporation (FPL Group), CONSTELLATION ENERGY GROUP, INC., a Maryland corporation (Constellation), and CF MERGER CORPORATION, a Florida corporation and a wholly owned subsidiary of Constellation (Merger Sub).

Inamed Announces Mutual Termination of Merger Agreement With Medicis Pharmaceutical Corporation and Cancels Special Meeting of Shareholders Scheduled for December 19, 2005 (December 13th, 2005)

Santa Barbara, Calif., December 13, 2005Inamed Corporation (Nasdaq: IMDC) announced today that Inamed, Medicis Pharmaceutical Corporation and Medicis wholly-owned subsidiary, Masterpiece Acquisition Corp., have mutually terminated the Agreement and Plan of Merger (the Medicis Merger Agreement), that the parties previously executed on March 20, 2005.