ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANYAgreement and Plan of Merger • April 10th, 2001 • Emusic Com Inc • Phonograph records & prerecorded audio tapes & disks • Delaware
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 26th, 2000 • Pcorder Com Inc • Retail-computer & computer software stores • Delaware
EXHIBIT 2 FORM OF STOCKHOLDERS AGREEMENT INTRODUCTORY TABLE ------------------ The following table identifies each of the EMusic stockholders who signed Stockholders Agreements in the form of this Exhibit and indicates the total number of shares of...Stockholders Agreement • April 10th, 2001 • Emusic Com Inc • Phonograph records & prerecorded audio tapes & disks • Delaware
EXHIBIT 1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 2nd, 2001 • Launch Media Inc • Communications services, nec • Delaware
AGREEMENT AND PLAN OF MERGER among: CTI BIOPHARMA CORP., a Delaware corporation; SWEDISH ORPHAN BIOVITRUM AB (PUBL), a Swedish public limited liability company; and CLEOPATRA ACQUISITION CORP., a Delaware corporation Dated as of May 10, 2023Agreement and Plan of Merger • May 10th, 2023 • Cti Biopharma Corp • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of May 10, 2023, by and among: Swedish Orphan Biovitrum AB (publ), a Swedish public limited liability company (“Parent”); Cleopatra Acquisition Corp., a Delaware corporation and a wholly owned, indirect subsidiary of Parent (“Purchaser”); and CTI BioPharma Corp., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
1 VOTING AND TENDER AGREEMENT THIS VOTING AND TENDER AGREEMENT (this "AGREEMENT"), dated as of April 2, 2001, is by and among HARRIS CORPORATION, a Delaware corporation ("ACQUIROR"), MANATEE MERGER CORP., a Delaware a corporation and a wholly owned...Voting and Tender Agreement • April 10th, 2001 • Exigent International Inc • Services-computer integrated systems design • Delaware
STOCKHOLDER AGREEMENT (For Private Equity Firm)Stockholder Agreement • August 1st, 2001 • Fargo Electronics Inc • Services-computer programming services • Delaware
AGREEMENT, dated as of July 31, 2001 (the "Commencement Date"), by and among Zebra Technologies Corporation, a Delaware corporation ("Parent"), and (the "Stockholder"), a holder of shares of common stock, par value $.01 per share ("Company Common Stock"), of Fargo Electronics, Inc., a Delaware corporation ("Company").
APPENDIX D Registration Rights AgreementRegistration Rights Agreement • September 21st, 2009 • Retalix LTD • Services-prepackaged software
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the _ day of _______, 2009, by and among RETALIX LTD., a company incorporated under the laws of the State of Israel of 10 Zarhin Street, P.O.B 2282, Ra’anana 43000, Israel (the “Company”), and the investors listed on Schedule 1 attached hereto (the “Holders”).
ACQUISITION AGREEMENT Among ZEBRA TECHNOLOGIES CORPORATION RUSHMORE ACQUISITION CORP. and FARGO ELECTRONICS, INC. Dated as of July 31, 2001Iv Acquisition Agreement • August 1st, 2001 • Fargo Electronics Inc • Services-computer programming services • Delaware
This ACQUISITION AGREEMENT, dated as of July 31, 2001 (the "Agreement"), is among Zebra Technologies Corporation, a Delaware corporation ("Parent"), Rushmore Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and Fargo Electronics, Inc., a Delaware corporation (the "Company").
SUPPORT AGREEMENTSupport Agreement • July 12th, 2022 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of July 10, 2022, is entered into by and among INNOVIVA, INC., a Delaware corporation (“Parent”), INNOVIVA ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and each of the stockholders of LA JOLLA PHARMACEUTICAL COMPANY set forth on Schedule A hereto (each, a “Stockholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER among: INNOVIVA, INC., a Delaware corporation INNOVIVA ACQUISITION SUB, INC., a Delaware corporation; and LA JOLLA PHARMACEUTICAL COMPANY, a Delaware corporation Dated as of July 10, 2022Agreement and Plan of Merger • July 12th, 2022 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of July 10, 2022, by and among INNOVIVA, INC., a Delaware corporation (“Parent”); INNOVIVA ACQUISITION SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and LA JOLLA PHARMACEUTICAL COMPANY, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
GUARANTEEGuarantee • August 6th, 2015 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
This Guarantee (this “Guarantee”) is made this 5th day of August, 2015, by Atlas Capital Resources II LP and Atlas Capital Resources (P) II LP, on the one hand, and Mueller Industries, Inc., on the other hand, (including their successors and assigns, the “Guarantors”), in favor of Tecumseh Products Company, a Michigan corporation (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among MA Industrial JV LLC, a newly-formed Delaware limited liability company (“Parent”), MA Industrial Sub Inc., a newly-formed Michigan corporation that is a subsidiary of Parent (“Merger Sub”), and the Guaranteed Party. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.
APPENDIX B SHARE PURCHASE AGREEMENTShare Purchase Agreement • September 21st, 2009 • Retalix LTD • Services-prepackaged software
THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is made and entered into on this 3rd day of September, 2009 by and among RETALIX LTD., a company incorporated under the laws of the State of Israel, of 10 Zarhin Street, Ra’anana 43000, Israel (the “Company”), the investors set forth on the signature page hereto (the “Investors”) and Eli Gelman and Avinoam Naor, acting together as the Investors’ representatives (the “Investors’ Representatives”). Capitalized terms used but not otherwise defined shall have the meaning ascribed in Section 1.1 hereof.
AGREEMENT AND PLAN OF MERGER dated as of August 5, 2015 among TECUMSEH PRODUCTS COMPANY, MA INDUSTRIAL JV LLC and MA INDUSTRIAL SUB INC.Agreement and Plan of Merger • August 6th, 2015 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip • Michigan
Agreement Number: Zion01Ilog Sa • October 14th, 2008 • Services-prepackaged software
ILOG SA (ILOG) and International Business Machines Corporation (IBM) agree that the following terms and conditions apply when one of the parties (Discloser) discloses Confidential Information to the other (Recipient) under this confidentiality agreement (the “Agreement”). ILOG IBM agree that our mutual objective under this Agreement is to provide appropriate protection for Confidential Information while maintaining our ability to conduct our respective business activities. The information to be disclosed under this Agreement is in connection with the proposed business transactions including discussions relating to intellectual property licensing, asset acquisition or other strategic arrangements including financial, business, legal, accounting, commercial and merchandising plan information, proposed term sheets and other material relating to debt and corporate structure (“Confidential Information”).
LETTER AGREEMENTLetter Agreement • October 14th, 2008 • Ilog Sa • Services-prepackaged software
In connection with a potential proposal for an acquisition of ILOG S.A. (“Target”) by International Business Machines Corporation or one of its subsidiaries (“Acquirer”) at a proposed transaction value equal to 10 Euro per outstanding ordinary share of Target, Target has expressed its willingness to work in good faith towards such a proposal and stated that it would like such a proposal to lead to a transaction with Acquirer and that it is not currently in discussions with any other party regarding a possible transaction. Accordingly, in order that Target and Acquirer can work towards such a proposal and such other terms and conditions as the Target and Acquirer may agree upon, Target and Acquirer hereby agree as follows:
Gilead and Kite AgreementGilead and Kite Agreement • September 1st, 2017 • Kite Pharma, Inc. • Biological products, (no disgnostic substances)
ContractAdvertising Agreement • April 6th, 2004 • Intertan Inc • Retail-radio, tv & consumer electronics stores
We saw for the first time today your letter dated April 2, 2004, which purports to terminate the above-referenced agreement and, through cross-default provisions, the License Agreement and the Merchandise Agreement (each as defined in your letter). A few hours ago, we received another letter from you notifying us that RadioShack filed suit today without giving us the courtesy of time to respond to your first letter (which was faxed to a central fax machine in the afternoon of Friday, April 2).
ContractZynerba Pharmaceuticals, Inc. • August 14th, 2023 • Pharmaceutical preparations
Gilead and Forty Seven Merger AgreementGilead and Forty Seven Merger Agreement • March 2nd, 2020 • Forty Seven, Inc. • Pharmaceutical preparations
APPENDIX C MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • September 21st, 2009 • Retalix LTD • Services-prepackaged software
Vertex Enters Into Agreement to Acquire Alpine Immune Sciences - Alpine is a clinical stage biotechnology company focused on discovering and developing innovative, protein-based immunotherapies - - Alpine’s lead product, povetacicept, demonstrated...Enters Into Agreement • April 10th, 2024 • Alpine Immune Sciences, Inc. • Pharmaceutical preparations
BOSTON and SEATTLE (BUSINESS WIRE) – April 10, 2024—Vertex Pharmaceuticals Incorporated (Nasdaq: VRTX) and Alpine Immune Sciences, Inc. (Nasdaq: ALPN), a biotechnology company focused on discovering and developing innovative, protein-based immunotherapies, today announced that the companies have entered into a definitive agreement under which Vertex will acquire Alpine for $65 per share or approximately $4.9 billion in cash. The transaction was unanimously approved by both the Vertex and Alpine Boards of Directors and is anticipated to close later this quarter.
Letter to Intelligroup Employees Dear Intelligroup Associates:Letter to Intelligroup Employees • June 14th, 2010 • Intelligroup Inc • Services-computer integrated systems design
As you know, NTT DATA Corporation (“NTT DATA”) and Intelligroup, Inc. (“Intelligroup”) have entered into a merger agreement pursuant to which NTT DATA has agreed to acquire Intelligroup, subject to certain closing conditions and customary regulatory approvals. I am very encouraged by the potential and possibilities that this compelling combination can deliver to the market.
AMONGAgreement and Plan of Merger • April 10th, 2001 • Exigent International Inc • Services-computer integrated systems design • Florida
APPENDIX E SEPARATION AGREEMENTSeparation Agreement • September 21st, 2009 • Retalix LTD • Services-prepackaged software
THIS SEPARATION AGREEMENT (this “Agreement”) is entered into on this 3rd day of September, 2009, by and between Retalix Ltd. (the “Company”) and B.G.A.G.S. Shaked Ltd. (together with Mr. Barry Shaked, the individual serving on behalf thereof, the “CEO”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • May 10th, 2023 • Cti Biopharma Corp • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of May 10, 2023 by and among Swedish Orphan Biovitrum AB (publ), a Swedish public limited liability company (“Parent”), Cleopatra Acquisition Corp., a Delaware corporation and a wholly owned, indirect subsidiary of Parent (“Purchaser”), and each of the undersigned stockholders (the “Stockholders”) of CTI BioPharma Corp., a Delaware corporation (the “Company”).
APPENDIX F INDEMNIFICATION AGREEMENTIndemnification Agreement • September 21st, 2009 • Retalix LTD • Services-prepackaged software
It is in the best interest of Retalix Ltd. (the “Company”) to retain and attract as directors, officers and/or employees the most capable persons available, and such persons are becoming increasingly reluctant to serve high growth companies or publicly-held companies unless they are provided with adequate protection in connection with such service.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 13th, 2022 • Antares Pharma, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of April 12, 2022, by and among Halozyme Therapeutics, Inc., a Delaware corporation (“Parent”), Atlas Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Antares Pharma, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
ContractZynerba Pharmaceuticals, Inc. • August 14th, 2023 • Pharmaceutical preparations
LOGO]Intertan Inc • April 6th, 2004 • Retail-radio, tv & consumer electronics stores
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • September 17th, 2018 • Senomyx Inc • Services-commercial physical & biological research • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of September 16, 2018, is entered into by and among Firmenich, Incorporated, a Delaware corporation (“Parent”), Sentry Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and each of the persons set forth on Schedule A hereto (each, a “Stockholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
Set forth below are frequently asked questions (“FAQ”) posted on the Company’s internal website on April 7, 2016: What’s happening?VirtualScopics, Inc. • April 7th, 2016 • Surgical & medical instruments & apparatus
VirtualScopics, Inc. (“VirtualScopics”) has entered into an agreement to be acquired by BioTelemetry, Inc. (“BioTelemetry”), for $4.05 per share of common stock. Biotelemetry will also offer investors $336.30 per share of Series A and Series B Convertible Preferred Stock and $920.00 per share of Series C-1 Convertible Preferred Stock. We refer to this acquisition as the “Merger”.
August 20, 2020 Dear ,Principia Biopharma Inc. • August 21st, 2020 • Pharmaceutical preparations
You are a valued and trusted vendor of Principia Biopharma, and we want to provide to you an important update on our company. On Sunday, August 16, 2020, Principia reached an agreement to be acquired by Sanofi, our corporate partner for our CNS-penetrating BTK inhibitor, PRN2246/SAR442168. Upon completion of the transaction, which is expected during the fourth quarter of 2020, Principia will become a wholly-owned subsidiary of Sanofi. Until then, the two entities will continue to operate as independent companies. The full press release can be found at https://ir.principiabio.com/news-releases/news-release-details/sanofi-acquire-principia-biopharma.
STOCK AWARD CANCELLATION AND RELEASE AGREEMENTStock Award Cancellation and Release Agreement • August 9th, 2018 • Jamba, Inc. • Retail-eating & drinking places • Delaware
This STOCK AWARD CANCELLATION AND RELEASE AGREEMENT, dated [·], 2018 (this “Release”), is made by and among Jamba, Inc., a Delaware corporation (the “Company”), the undersigned (the “Holder”) and, solely for purposes of Sections 5 and 7, Focus Brands Inc., a Delaware corporation (“Parent”). All capitalized terms used but not otherwise defined in this Release shall have the meanings given such terms in the Merger Agreement (defined below).
17634 NE AIRPORT WAY • PORTLAND, OR 97230 • 503.262.0110 July 17, 2012 [Employee] [Address] Attention: Dear [Employee]:Merger Agreement • July 17th, 2012 • Lacrosse Footwear Inc • Rubber & plastics footwear
As you know, LaCrosse Footwear, Inc. (“LaCrosse” or the “Company”) has entered into an Agreement and Plan of Merger with ABC-MART, Inc. (“ABC-MART”), dated July 5, 2012 (the “Merger Agreement”). Under the Merger Agreement, if certain closing conditions are satisfied, LaCrosse will become a wholly-owned subsidiary of ABC-MART in a two-step process involving a tender offer, followed by a merger.
