The Agreement and Plan of Merger and Reorganization Sample Contracts

EXHIBIT 2.2 AMENDMENT NO. 1 OF THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
The Agreement and Plan of Merger and Reorganization • October 17th, 2001 • Netopia Inc • Computer communications equipment • Delaware
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AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
The Agreement and Plan of Merger and Reorganization • January 23rd, 2023 • Ritchie Bros Auctioneers Inc • Services-business services, nec

This AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Amendment”), dated as of January 22, 2023 (the “Amendment Date”), is entered into by and among Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), Ritchie Bros. Holdings, Inc., a Washington corporation and a direct and indirect wholly owned subsidiary of Parent (“US Holdings”), Impala Merger Sub I, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdings (“Merger Sub 1”), Impala Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdings (“Merger Sub 2”), and IAA, Inc., a Delaware corporation (the “Company”), and amends that certain Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, by and among Parent, Merger Sub 1, Merger Sub 2 and the Company (as amended or otherwise modified prior to the date hereof, the “Merger Agreement”). Each capitalized

AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
The Agreement and Plan of Merger and Reorganization • August 13th, 2007 • Protherics PLC • Pharmaceutical preparations • Utah

THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of January 3, 2007 (this “Amendment”) is by and among Protherics PLC, a public limited company incorporated under the laws of England and Wales (registered number 2459087) (“PTI”), MacroMed Acquisition Corp., a Utah corporation and a direct, wholly-owned subsidiary of PTI (“PTI Merger Sub”), and MacroMed, Inc., a Utah corporation (the “Company”).

FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
The Agreement and Plan of Merger and Reorganization • September 6th, 2016 • Yuma Energy, Inc. • Crude petroleum & natural gas • Delaware

This First Amendment to the Agreement and Plan of Merger and Reorganization (this “Amendment”) is dated as of September 2, 2016, among Davis Petroleum Acquisition Corp., a Delaware corporation (the “Company”), Yuma Energy, Inc., a California corporation (“Yuma”), Yuma Delaware Merger Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of Yuma (“Delaware Merger Subsidiary”), and Yuma Merger Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of Delaware Merger Subsidiary (“Merger Subsidiary”), and amends that certain Agreement and Plan of Merger made as of February 10, 2016, among Davis, Yuma, Delaware Merger Subsidiary and Merger Subsidiary (the “Merger Agreement”). Capitalized terms used and not otherwise defined in this Amendment shall have the respective meanings set forth in the Merger Agreement (as defined below). Davis, Yuma, Delaware Merger Subsidiary and Merger Subsidiary are sometimes referred to herein individually as a “Party” and, collectiv

EX-2.1 2 d790430dex21.htm EX-2.1 EXECUTION VERSION FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
The Agreement and Plan of Merger and Reorganization • May 5th, 2020

THIS FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Amendment”), is made and entered into as of August 14, 2019, by and among Restoration Robotics, Inc., a Delaware corporation (“Radiant”), Restoration Merger Sub Ltd., a company organized under the laws of Israel and a direct, wholly owned subsidiary of Radiant (“Merger Sub”) and Venus Concept Ltd., a company organized under the laws of Israel (the “Company” and together with Radiant and Merger Sub, the “Parties”, and each individually, a “Party”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement (as defined below).

AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
The Agreement and Plan of Merger and Reorganization • January 30th, 2019 • Edge Therapeutics, Inc. • Pharmaceutical preparations

This Amendment No.1, dated as of January 24, 2019 (this “Amendment”) to the Agreement and Plan of Merger and Reorganization (the “Original Agreement”), dated as of November 23, 2018, by and among Edge Therapeutics, Inc. (“Parent”), Echos Merger Sub, Inc. (“Merger Sub”) and PDS Biotechnology Corporation, a Delaware corporation (the “Company”) is entered into by and between Parent, Merger Sub and the Company. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Original Agreement.

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
The Agreement and Plan of Merger and Reorganization • March 1st, 2019 • Twilio Inc • Services-prepackaged software

This FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Amendment"), dated as of December 13, 2018 is entered into by and among Twilio Inc., a Delaware corporation ("Twilio"); Topaz Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Twilio ("Merger Sub"); and SendGrid, Inc., a Delaware corporation ("SendGrid" and collectively with Twilio and Merger Sub, the "Parties," and each a "Party"). Capitalized terms used herein and not otherwise defined shall have the same meanings as set forth in the Agreement and Plan of Merger and Reorganization, dated as of October 15, 2018, by and among the Parties (the "Merger Agreement").

FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
The Agreement and Plan of Merger and Reorganization • March 7th, 2006 • Med-Design Corp • Surgical & medical instruments & apparatus • Delaware

This First Amendment (the “Amendment”) to the Agreement and Plan of Merger and Reorganization dated November 21, 2005 (the “Agreement”) is made and entered into as of March 6, 2006, by and among: Specialized Health Products International, Inc., a Delaware corporation (“Parent”); Mammoth Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); Mammoth Acquisition Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“LLC”); and The Med-Design Corporation, a Delaware corporation (the “Company”).

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