AGREEMENT AND PLAN OF MERGER. THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of May 15, 1997, by and between XXXXX BANKCORP, INC. ("TARGET"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Ocilla, Georgia, and ABC BANCORP ("PURCHASER"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Moultrie, Georgia. PREAMBLE -------- Certain terms used in this Agreement are defined in Section 10.1 hereof. The Boards of Directors of TARGET and PURCHASER are of the opinion that the transactions described herein are in the best interests of TARGET and PURCHASER and their respective shareholders. This Agreement provides for the combination of TARGET with PURCHASER pursuant to the merger of TARGET with and into PURCHASER, as a result of which the outstanding shares of the capital stock of TARGET shall be converted into the right to receive shares of common stock of PURCHASER (except as provided herein), and the shareholders of TARGET shall become shareholders of PURCHASER (except as provided herein). The transactions described in this Agreement are subject to the approvals of the shareholders of TARGET, the Board of Governors of the Federal Reserve System, the Georgia Department of Banking and Finance and the satisfaction of certain other conditions described in this Agreement. It is the intention of the parties to this Agreement that the Merger for federal income tax purposes shall qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code. Simultaneous with the Closing of the Merger, The Bank of Ocilla, a wholly- owned Georgia state bank subsidiary of TARGET, will be merged with and into The Citizens Bank of Tifton ("Citizens Bank"), a wholly-owned Georgia state bank subsidiary of PURCHASER, and will thereafter be operated as a branch of Citizens Bank.
AGREEMENT AND PLAN OF MERGER. ANNEX A-9
AGREEMENT AND PLAN OF MERGER. As a condition and an inducement to Grantee's execution and delivery of the Merger Agreement, Grantee has required that Issuer agree, and Issuer has agreed, to grant Grantee the Option (as hereinafter defined).
AGREEMENT AND PLAN OF MERGER. The Sponsor understands and acknowledges that the SPAC and PubCo are entering into the Agreement and Plan of Merger in reliance upon the Sponsor’s execution and delivery of this Agreement. The Sponsor has received a copy of the Agreement and Plan of Merger, is familiar with the provisions of the Agreement and Plan of Merger and has consented to (and hereby consents to) the SPAC’s entry into the Agreement and Plan of Merger.
AGREEMENT AND PLAN OF MERGER. Agreement and Plan of Merger" shall mean the Agreement and Plan of Merger dated the date hereof, entered into by Parent, Celtic Investment Merger Sub, Inc., SLM, Xxxxx Xxxxxx, Xx. and Xxxxx Xxxxx, which provides for the acquisition SLM by Parent by way of reverse triangular merger of Celtic Merger Sub, Inc. into SLM.
AGREEMENT AND PLAN OF MERGER. The Parties are executing and delivering this Agreement contemporaneously with the execution and delivery by certain US Unwired Parties and certain Sprint Parties of an Agreement and Plan of Merger (the “Merger Agreement”) in the form attached as Exhibit A to this Agreement.
AGREEMENT AND PLAN OF MERGER. Section 2.01.
AGREEMENT AND PLAN OF MERGER. This Agreement and Plan of Merger (this “Agreement”) is dated as of August 30, 2015 by and among QUANEX BUILDING PRODUCTS CORPORATION, a Delaware corporation (“Parent”), QWMS, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), WII Holding, Inc., a Delaware corporation (the “Company”), Olympus Growth Fund IV, L.P., a Delaware limited partnership, solely in its capacity as the representative of the Stockholders (the “Stockholders’ Representative”) and for purposes of Section 2.3(l)(vi) and Section 6.2(n). Each of Parent, Merger Sub, the Company and the Stockholders’ Representative are referred to herein as a “Party.” RECITALS Parent has formed Merger Sub solely for the purpose of merging it with and into the Company, with the Company continuing as the Surviving Corporation (the “Merger”). Parent desires to acquire the Company through the Merger. The respective boards of directors (or equivalent governing bodies) of Parent, Merger Sub and the Company have, on the terms and subject to the conditions set forth in this Agreement, (i) determined that it is fair to, and in the best interest of, their respective companies and respective equityholders for Parent to acquire all of the issued and outstanding Shares through the Merger, upon the consummation of which the Company shall be a wholly owned subsidiary of Parent and (ii) authorized and approved this Agreement, the Merger and, subject to the satisfaction of the conditions to closing, the consummation of the transactions contemplated hereby and delivered to each other written copies thereof. The board of directors of each of the Company and Merger Sub have recommended acceptance of the Merger and adoption of this Agreement by their respective stockholders, in accordance with DGCL and, substantially concurrently with the execution and delivery hereof, the stockholders of the Company holding a majority of the issued and outstanding Shares entitled to vote thereon have adopted this Agreement by written consent, which consent has been delivered to Parent (the “Stockholder Approval”).
AGREEMENT AND PLAN OF MERGER. This Agreement is executed in contemplation of the simultaneous completion of the financial restructuring of the Xxxxxx Parties and the ACG Parties pursuant to the Xxxxxx Plan and the ACG Plan, respectively. The Xxxxxx Parties and the ACG Parties hereby agree that the Agreement and Plan of Merger shall be materially amended, materially modified, restated or terminated only with the consent of the Consenting Noteholders constituting the Requisite Noteholder Consent (as defined below), which consent shall not be unreasonably withheld or delayed, and consistent with the termination provisions herein; provided, however, that (A) the ACG Parties may terminate the Agreement and Plan of Merger if (i) the conditions in Section 8.1 or 8.3 of the Agreement and Plan of Merger have not been satisfied on the proposed Effective Date (as defined in the Term Sheet) or if termination is permitted by Section 9.1(f) or Section 9.1(g) of the Agreement and Plan of Merger on the proposed Effective Date, (ii) the board of directors of the ACG Parties determines that such termination is required in accordance with the exercise of its fiduciary duties, and (iii) the ACG Parties have consulted in good faith with the Xxxxxx Parties and the Consenting Noteholders prior to such termination and (B) the Xxxxxx Parties may terminate the Agreement and Plan of Merger if (x) the conditions in Section 8.1 or 8.2 of the Agreement and Plan of Merger have not been satisfied on the proposed Effective Date or if termination is permitted by Section 9.1(e) or Section 9.1(g) of the Agreement and Plan of Merger on the proposed Effective Date, (y) the board of directors of the Xxxxxx Companies determines that such termination is required in accordance with the exercise of its fiduciary duties, and (z) the Xxxxxx Companies have consulted in good faith with the ACG Parties and the Consenting Noteholders prior to such termination. Neither the ACG Parties nor the Xxxxxx Parties shall waive any material obligation, material right or material condition under the Agreement and Plan of Merger without the consent of the Consenting Noteholders constituting the Requisite Noteholder Consent, which consent shall not be unreasonably withheld or delayed. Anything in this Section 1 to the contrary notwithstanding, amendments, waivers, modifications and consents of or under Section 6.1 of the Agreement and Plan of Merger shall not require the consent or agreement of any person other than Xxxxxx and ACG Holdings. Any c...
AGREEMENT AND PLAN OF MERGER. THIS AGREEMENT AND PLAN OF MERGER, dated as of December 22, 2022 (this “Agreement”), is entered into by and among China Index Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), CIH Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and CIH Merger Sub Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 1.1 hereof.
