AGREEMENT AND PLAN OF MERGER Among BRITISH AMERICAN TOBACCO P.L.C., BATUS HOLDINGS INC., FLIGHT ACQUISITION CORPORATION and REYNOLDS AMERICAN INC. Dated as of January 16, 2017 (January 17th, 2017)
AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of January 16, 2017, among British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales (Parent), BATUS Holdings Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (BATUS and, together with Parent, the Parent Entities), Flight Acquisition Corporation, a North Carolina corporation and an indirect wholly owned subsidiary of Parent (Sub), and Reynolds American Inc., a North Carolina corporation (the Company).
Master Settlement Agreement Payment Disputes (October 20th, 2015)
WINSTON-SALEM, N.C., Oct. 20, 2015 R.J. Reynolds Tobacco Company has reached an agreement with the State of New York to settle 11 years of claims related to the companys Master Settlement Agreement (MSA) payments to the state. The settlement addresses claims relating to a downward adjustment to R.J. Reynolds annual MSA payment obligations known as the Non-Participating Manufacturer (NPM) Adjustment.
RECIPROCAL Manufacturing Agreement (August 6th, 2015)
This RECIPROCAL MANUFACTURING AGREEMENT (this "Agreement") is entered into as of June 12, 2015 (the "Effective Date"), by and between R. J. Reynolds Tobacco Company, a North Carolina corporation ("RJRT"), and ITG Brands, LLC, a Texas limited liability company formerly known as Lignum-2, L.L.C. ("Imperial"). RJRT and Imperial are sometimes referred to in this Agreement collectively as the "Parties" and each, individually, as a "Party"; depending on the capacity in which a Party is acting under this Agreement, it may also be referred to as a Manufacturer or a Customer, as the context requires. Initially capitalized terms used throughout this Agreement have the meanings given to them in ARTICLE 1 below.
Contract (July 16th, 2014)
SUBSCRIPTION AND SUPPORT AGREEMENT dated as of July 15, 2014 (this Agreement), by and among BRITISH AMERICAN TOBACCO P.L.C, a public limited company incorporated under the laws of England and Wales (BAT), REYNOLDS AMERICAN INC., a North Carolina corporation (Parent) and, for purposes of Section 5.08(a) only, BROWN & WILLIAMSON Holdings Inc., a Delaware corporation and wholly owned Subsidiary of BAT (Holdings).
Agreement in Principle on Master Settlement Agreement Payment Disputes With States (December 18th, 2012)
WINSTON-SALEM, N.C., Dec. 18, 2012 R.J. Reynolds Tobacco Company has reached an agreement in principle with 17 states, the District of Columbia and Puerto Rico to settle 10 years of claims related to the companys Master Settlement Agreement (MSA) payments to the states. The settlement addresses claims relating to a downward adjustment to R.J. Reynolds annual MSA payment obligations known as the Non-Participating Manufacturer (NPM) Adjustment. The settlement resolves claims pertaining to payment years from 2003 through 2012, and puts in place a new method to determine future adjustments from 2013 forward as to states that join the agreement.
Batus Japan, Inc. (June 2nd, 2010)
We refer to the Contract Manufacturing Agreement and the agreement between RJRTC and BATUS Japan that, in accordance with Sub-Section 4.2(a) of the Contract Manufacturing Agreement, the Contract Manufacturing Agreement shall, subject to the following paragraphs, be terminated in its entirety with effect from midnight on December 31, 2009.
-And- HER MAJESTY THE QUEEN IN RIGHT OF CANADA -And- THE PROVINCES AND TERRITORIES LISTED ON THE SIGNATURE PAGES ATTACHED HERETO COMPREHENSIVE AGREEMENT as of April 13, 2010 (April 16th, 2010)
R. J. Reynolds Tobacco Company (RJR) -and- Her Majesty the Queen in Right of Canada as represented by the Minister of Revenue and the Minister of Justice (Canada) -and - Each Province and Territory listed on the signature pages attached hereto (the Provinces and Territories)