AMENDMENT NO. 1 TO TRANSACTION AGREEMENT AND PLAN OF MERGERTransaction Agreement and Plan of Merger • February 28th, 2022 • Bellring Brands, Inc. • Food and kindred products
This AMENDMENT NO. 1 TO TRANSACTION AGREEMENT AND PLAN OF MERGER, dated as of February 28, 2022 (this “Amendment No. 1”), is by and among BellRing Brands, Inc., a Delaware corporation (“BellRing”), Post Holdings, Inc., a Missouri corporation (“Post”), BellRing Distribution, LLC, a Delaware limited liability company and direct, wholly owned Subsidiary of Post (“SpinCo”), and BellRing Merger Sub Corporation, a Delaware corporation and direct, wholly owned Subsidiary of SpinCo (“Merger Sub”). Capitalized terms used herein but not defined herein have the meanings ascribed thereto in the Transaction Agreement (as defined below).
AMENDMENT NO. 2 TO TRANSACTION AGREEMENT AND PLAN OF MERGERTransaction Agreement and Plan of Merger • May 4th, 2022 • Emersub CX, Inc. • Services-computer programming services • Delaware
This TAX MATTERS AGREEMENT (the “Agreement”) is entered into as of [•] between Emerson Electric Co., a Missouri corporation (“Emerson”), on behalf of itself and the members of the Emerson Group, as defined below and Aspen Technology, Inc., a Delaware corporation (formerly known as Emersub CX, Inc.) (“Newco,” and together with Emerson, the “Parties”), on behalf of itself and the members of the Newco Group, as defined below.
ii) after December 31, 1999, Parent, after consulting with the Company, may by written notice to the Company and SRH elect to schedule the Closing for any date not less than two business days or more than 35 calendar days after the satisfaction or...Transaction Agreement and Plan of Merger • November 8th, 1999 • Republic New York Corp • National commercial banks • New York
TRANSACTION AGREEMENT AND PLAN OF MERGER by and among MERRILL LYNCH & CO., INC., BLACKROCK, INC., NEW BOISE, INC. and BOISE MERGER SUB, INC. Dated as of February 15, 2006Transaction Agreement and Plan of Merger • May 5th, 2006 • Merrill Lynch & Co Inc • Security brokers, dealers & flotation companies • Delaware
This TRANSACTION AGREEMENT AND PLAN OF MERGER, dated as of February 15, 2006, is by and among MERRILL LYNCH & CO., INC. a Delaware corporation (“MLIM Parent”), BLACKROCK, INC., a Delaware corporation (“BlackRock”), NEW BOISE, INC., a Delaware corporation and wholly-owned subsidiary of BlackRock (“New BlackRock”), and BOISE MERGER SUB, INC., a Delaware corporation and direct wholly-owned subsidiary of New BlackRock (“BlackRock Merger Sub” and, together with BlackRock and New BlackRock, the “BlackRock Parties”). Capitalized terms used herein shall have the meanings given such terms in Annex A of this Agreement.
TRANSACTION AGREEMENT AND PLAN OF MERGER by and among BELLRING BRANDS, INC., POST HOLDINGS, INC., BELLRING DISTRIBUTION, LLC and BELLRING MERGER SUB CORPORATION dated as of October 26, 2021Transaction Agreement and Plan of Merger • December 23rd, 2021 • BellRing Distribution, LLC • Food and kindred products • Delaware
This TRANSACTION AGREEMENT AND PLAN OF MERGER, dated as of October 26, 2021 (this “Agreement”), is by and among BellRing Brands, Inc., a Delaware corporation (“BellRing”), Post Holdings, Inc., a Missouri corporation (“Post”), BellRing Distribution, LLC, a Delaware limited liability company and direct, wholly owned Subsidiary of Post (“SpinCo”), and BellRing Merger Sub Corporation, a Delaware corporation and direct, wholly owned Subsidiary of SpinCo (“Merger Sub”). Certain capitalized terms used in this Agreement are defined in Section 12.10.
TRANSACTION AGREEMENT AND PLAN OF MERGER by and among TELESAT CANADA, TELESAT CORPORATION, TELESAT PARTNERSHIP LP, TELESAT CANHOLD CORPORATION, LION COMBINATION SUB CORPORATION, LORAL SPACE & COMMUNICATIONS INC., PUBLIC SECTOR PENSION INVESTMENT BOARD...Transaction Agreement and Plan of Merger • November 25th, 2020 • Telesat Canada • Communications services, nec • Delaware
Conformed Copy] TRANSACTION AGREEMENT AND PLAN OF MERGERTransaction Agreement and Plan of Merger • May 19th, 1999 • HSBC Holdings PLC • National commercial banks • New York
TRANSACTION AGREEMENT AND PLAN OF MERGER dated as of May 2, 2022 among LIVENT CORPORATION, REACH MERGECO LIMITED, PALLINGHURST LITHIUM LIMITED, PALLINGHURST GP LIMITED and THE PALLINGHURST GROUP GENERAL PARTNER LIMITEDTransaction Agreement and Plan of Merger • May 5th, 2022 • Livent Corp. • Chemicals & allied products • Delaware
This TRANSACTION AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 2, 2022 is entered into among Livent Corporation, a Delaware corporation (“Livent”), Reach Mergeco Limited, a non-cellular company incorporated in Guernsey with registration number 70586 (“Merger Sub”), Pallinghurst Lithium Limited, a non-cellular company incorporated in Guernsey with registration number 68222 (“PLL”), Pallinghurst GP Limited, a company incorporated in the Cayman Islands (“PGPL”), and The Pallinghurst Group General Partner Limited, a company incorporated in the Cayman Islands (“TPGGPL”).
Execution Draft TRANSACTION AGREEMENT AND PLAN OF MERGERTransaction Agreement and Plan of Merger • February 22nd, 2006 • Blackrock Inc /Ny • Investment advice • Delaware
TRANSACTION AGREEMENT AND PLAN OF MERGERTransaction Agreement and Plan of Merger • November 1st, 2016 • Baker Hughes Inc • Oil & gas field machinery & equipment • Delaware
TRANSACTION AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 30, 2016, among General Electric Company, a New York corporation (“GE”), Baker Hughes Incorporated, a Delaware corporation (“BHI”), Bear Newco, Inc., a Delaware corporation and a direct wholly owned subsidiary of BHI (“Newco”) and Bear MergerSub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Newco (“Merger Sub”).
AMENDMENT NO. 1 TO TRANSACTION AGREEMENT AND PLAN OF MERGER AMENDMENT NO. 1 TO TRANSACTION AGREEMENT AND PLAN OF MERGER, dated as of November 8, 1999 (this "Amendment"), by and among HSBC Holdings plc, a public limited company organized and existing...Transaction Agreement and Plan of Merger • November 8th, 1999 • HSBC Holdings PLC • National commercial banks • New York
The definition of “Continuing Echo Business Employees” in Section 1.01(a) of the Agreement is hereby amended and restated as follows: “Continuing Echo Business Employees” means, collectively, (i) the Automatic Transfer Echo Business Employees and the...Transaction Agreement and Plan of Merger • August 21st, 2023 • Aspen Technology, Inc. • Services-computer programming services • Delaware
TRANSACTION AGREEMENT AND PLAN OF MERGER Dated as of January 9, 2022 Among R1 RCM INC., PROJECT ROADRUNNER PARENT INC., PROJECT ROADRUNNER MERGER SUB INC., REVINT HOLDINGS, LLC, COYCO 1, L.P., and COYCO 2, L.P.Transaction Agreement and Plan of Merger • January 11th, 2022 • R1 RCM Inc. • Services-management services • New York
This TRANSACTION AGREEMENT AND PLAN OF MERGER, dated as of January 9, 2022 (this “Agreement”), is entered into by and among R1 RCM Inc., a Delaware corporation (“Roadrunner”), Project Roadrunner Parent, Inc., a Delaware corporation and a wholly owned subsidiary of Roadrunner (“New Pubco”), Project Roadrunner Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of New Pubco (“Merger Sub”), Revint Holdings, LLC, a Delaware limited liability company (“Coyote”), Coyco 1, L.P., a Delaware limited partnership (“CoyCo 1”), Coyco 2, L.P., a Delaware limited partnership (“Coyco 2”; each of Coyco 1 and Coyco 2, a “Seller” and collectively, “Sellers”), and solely for the purposes of Section 1.02(a) and, solely as it relates to a remedy of specific performance with respect to Section 1.02(a), Section 9.04, NMC Ranger Holdings, LLC, a Delaware limited liability company (“NMC Ranger”). Certain capitalized terms used herein have the meanings ascribed to them in ARTICLE XI.
TRANSACTION AGREEMENT AND PLAN OF MERGER dated as of October 10, 2021 among ASPEN TECHNOLOGY, INC., EMERSON ELECTRIC CO., EMR WORLDWIDE INC., EMERSUB CX, INC., and EMERSUB CXI, INC.Transaction Agreement and Plan of Merger • October 12th, 2021 • Aspen Technology Inc /De/ • Services-computer programming services • Delaware
WHEREAS, pursuant to that certain Transaction Agreement and Plan of Merger, dated as of October 10, 2021, among Emerson Parent, Aspen Technology, Inc., a Delaware corporation (“Old Aspen Tech”), the Company, Emersub CXI, Inc., a Delaware corporation, and Emerson (as amended from time to time, the “Transaction Agreement”), Emerson Parent and Old Aspen Tech combined the Echo Business (as defined in the Transaction Agreement) with Old Aspen Tech and effected the Transactions (as defined herein);
TRANSACTION AGREEMENT AND PLAN OF MERGER among VIDARA THERAPEUTICS HOLDINGS LLC, VIDARA THERAPEUTICS INTERNATIONAL LTD., HORIZON PHARMA, INC., HAMILTON HOLDINGS (USA), INC. and HAMILTON MERGER SUB, INC. Dated as of March 18, 2014Transaction Agreement and Plan of Merger • March 20th, 2014 • Horizon Pharma, Inc. • Pharmaceutical preparations • Delaware
This TRANSACTION AGREEMENT AND PLAN OF MERGER is made as of March 18, 2014, by and among VIDARA THERAPEUTICS HOLDINGS LLC, a Delaware limited liability company (“Holdings”), VIDARA THERAPEUTICS INTERNATIONAL LTD., an Irish private limited company (“Vidara”), HAMILTON HOLDINGS (USA), INC., a Delaware corporation and an indirect wholly-owned subsidiary of Vidara (“U.S. HoldCo”), HAMILTON MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of U.S. HoldCo (“Merger Sub”), and HORIZON PHARMA, INC., a Delaware corporation (“Buyer”). Certain capitalized terms used herein are defined in Article I.
AMENDMENT NO. 1 TO THE TRANSACTION AGREEMENT AND PLAN OF MERGERTransaction Agreement and Plan of Merger • December 2nd, 2008 • Clearwire Corp • Communications services, nec
AMENDMENT NO. 1 (this “Amendment”) dated as of November 21, 2008 to the TRANSACTION AGREEMENT AND PLAN OF MERGER dated as of May 7, 2008 (the “Transaction Agreement”), by and among Clearwire Corporation, a Delaware corporation (“Clearwire”), Sprint Nextel Corporation, a Kansas corporation (“Sprint”), Comcast Corporation, a Pennsylvania corporation (“Comcast”), Time Warner Cable Inc., a Delaware corporation (“TWC”), Bright House Networks, LLC, a Delaware limited liability company (“BHN”), Google Inc., a Delaware corporation (“Google”), and Intel Corporation, a Delaware corporation (“Intel”), and together with Comcast, TWC, BHN, Google, Sprint and Clearwire, the “Parties”). Capitalized terms that are used but not otherwise defined herein have the meanings ascribed to such terms in the Transaction Agreement and all Section references in this Amendment are to Sections of the Transaction Agreement unless otherwise specified.
FIRST AMENDMENT TO TRANSACTION AGREEMENT AND PLAN OF MERGERTransaction Agreement and Plan of Merger • June 18th, 2014 • Horizon Pharma, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO TRANSACTION AGREEMENT AND PLAN OF MERGER (this “Amendment”) is dated as of June 12, 2014, and is entered into by and between Horizon Pharma, Inc., a Delaware corporation (“Buyer”), and Vidara Therapeutics Holdings LLC, a Delaware limited liability company (“Holdings”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
