INDEX OF EXHIBITS. Exhibit A Purchase Price Note Exhibit B Stock Pledge and Security Agreement Exhibit C Employment Agreement of Xxxx Xxxxxx Exhibit D Employment Agreement of Xxxxxx Xxxxxx Exhibit E Employment Agreement of Xxxxx Xxxxxx Exhibit F Escrow Agreement INDEX OF SCHEDULES Schedule 2.6 Capitalization of MTLM Schedule 3.1 Jurisdictions in which Qualified to do Business Schedule 3.4 Capitalization of Reserve and the Company Schedule 3.5 Shareholders; Partners Schedule 3.6 Violations; Conflicts; etc. Schedule 3.8 Subsidiaries Schedule 3.9 Financial Statements Schedule 3.10 Changes since the Current Balance Sheet Date Schedule 3.11 Liabilities Schedule 3.12 Litigation Schedule 3.13 Environmental Matters Schedule 3.14(a) Owned Real Estate Schedule 3.14(b) Leases Schedule 3.15 Title to and Condition of Assets Schedule 3.16 Compliance with Laws Schedule 3.17 Labor and Employment Matters Schedule 3.18 Employee Benefit Plans Schedule 3.19 Tax Matters Schedule 3.20 Insurance Schedule 3.22 Licenses and Permits Schedule 3.23 Relationships with Customers and Suppliers Schedule 3.24 Intellectual Property Schedule 3.25 Contracts Schedule 3.26 Material Customers Schedule 3.30 Names Schedule 4.1 Conduct of Business Pending Closing Schedule 5.14 Employee Warrants Schedule 11.1 Missing Due Diligence Items and Schedules PURCHASE AGREEMENT This Purchase Agreement (this "Agreement") is entered into effective as of January 17, 1997, by and among Metal Management, Inc., a Delaware corporation ("MTLM"); X. Xxxxxx Iron & Metal, Inc., an Ohio corporation (the "Company") and the sole general partner of Reserve Iron & Metal Limited Partnership, a Delaware limited partnership ("Reserve"); and Xxxx X. Xxxxxx, Xxxxxx Xxxxxx and Xxxxx Xxxxxx, who constitute all of the shareholders of the Company (together, the "Shareholders"). Certain other capitalized terms used herein are defined in ARTICLE XI or elsewhere throughout this Agreement.
INDEX OF EXHIBITS. Exhibit Description Exhibit A Operating Agreement Exhibit B Escrow Agreement Exhibit C Form of Landlord Agreement Exhibit D Form of Landlord Consent and Acknowledgment
INDEX OF EXHIBITS. Exhibit Description Exhibit A Form of Lock-Up Agreement Exhibit B Form of Certificate of Incorporation of HoldCo Exhibit C Form of Bylaws of HoldCo Exhibit D Form of Certificate of Incorporation of Parent Surviving Corporation Exhibit E Form of Certificate of Incorporation of Surviving Corporation Exhibit F Form of Replacement Option Exhibit G Form of Replacement Warrant AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”), is entered into as of February 21, 2022, by and among Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Panbela Therapeutics, Inc., a Delaware corporation (“Parent”), Canary Merger Holdings, Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“HoldCo”), Canary Merger Subsidiary I, Inc., a Delaware corporation and a wholly-owned Subsidiary of HoldCo (“Merger Sub I”), Canary Merger Subsidiary II, Inc., a Delaware corporation and a wholly-owned Subsidiary of HoldCo (“Merger Sub II”, and together with Parent, HoldCo and Merger Sub I, the “Parent Entities”), and Fortis Advisors, LLC, a Delaware limited liability company, in its capacity as Stockholder Representative (“Stockholder Representative”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 9.01 hereof.
INDEX OF EXHIBITS. Item Exhibit Real Property Description: First Pool Assets Exhibits A-1 through A-10 Real Property Description: Second Pool Assets Exhibits A-11 through A-16 Form of Deposit Escrow Instructions Exhibit B Form of Xxxx of Sale Exhibit C Form of Tenant Change of Ownership Letter Exhibit D Form of Assignment and Assumption of Leases, Security Deposits, Reservation Deposits, Guest Ledger Accounts and Service Contracts Exhibit E Form of Assignment and Assumption of Intangible Property Exhibit F Form of Interim Beverage Services Agreement Exhibit G Transfer Taxes Exhibit H ******************************** ******* Due Diligence Materials Exhibit J INDEX OF SCHEDULES Item Schedule Sellers/Hotels Schedule 1 ******************* ******** *************** *********** ROFO/ROFR Agreements Schedule 4.8 ************* ********** REAL ESTATE PURCHASE AND SALE AGREEMENT THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of the 2nd day of June, 2015 (the “Effective Date”), by and among the sellers listed on Schedule 1 attached hereto (each, a “Seller” and collectively, “Sellers”), Summit Hotel OP, LP, a Delaware limited partnership (“Summit”), and American Realty Capital Hospitality Portfolio SMT, LLC, a Delaware limited liability company (“Purchaser”).
INDEX OF EXHIBITS. 1. Exhibit 1 (Town Outlet Capacities). Para 2.
INDEX OF EXHIBITS. Exhibit A-1 Form of Company Voting Agreement Exhibit A-2 Form of Parent Voting Agreement Exhibit B Form of Stock Option Agreement Exhibit C Form of Affiliate Agreement AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION is made and entered into as of April 5, 2000, among Peregrine Systems, Inc., a Delaware corporation ("PARENT"), Soda Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent ("MERGER SUB"), and Harbinger Corporation, a Georgia corporation ("COMPANY").
INDEX OF EXHIBITS. Exhibit A-1 Property Description Exhibit X-0 Xxxxxxx xx Xxxx Xxxxx Xxxx to be Discontinued Exhibit B Form of Town Quit-Claim Deed Exhibit C Form of Tax Fixing Agreement Exhibit D Master Plan Exhibit E Proposed Consolidation Areas Exhibit F Project Cost Report INDEX OF SCHEDULES Schedule 1 [Not Used] Schedule 2 Conceptual RAP Schedule 2A RAP Addendum Schedule 3 OPC Schedule 4 Additional Reserved Rights and Easements Schedule 5 Reasonable Fees and Expenses of the Town Advisors Schedule 6 General Insurance Requirements Schedule 7 Special Act THIS PROPERTY DISPOSITION AND DEVELOPMENT AGREEMENT is made and entered into as of the 19th day of April, 2017 and as amended by Amendment No. 1 dated as of the day of , 2022, by and between the TOWN OF PRESTON, a Connecticut municipal corporation (acting by and through the Preston Redevelopment Agency to the extent of its rights, powers and responsibilities under the PRA Ordinance and the Special Act (both as hereinafter defined) and other Applicable Laws), and the MOHEGAN TRIBAL GAMING AUTHORITY, a governmental instrumentality of the Mohegan Tribe of Indians of Connecticut. Capitalized words and terms used herein, including in the recitals which follow, have the respective meanings assigned to such words and terms in Article I below.
INDEX OF EXHIBITS. Exhibit 1.2.3 (a) Share purchase and transfer agreement regarding Xxxxxxxx Share
INDEX OF EXHIBITS. Exhibit A Computervision Stock Option Agreement Exhibit B Computervision Stockholder Voting Agreement Exhibit C Computervision Affiliate Agreement Exhibit D Form of Opinion of Xxxxxx & Dodge LLP Exhibit E Form of Opinion of Xxxx & Xxxx LLP Exhibit F Non-Competition Agreement AGREEMENT AND PLAN OF REORGANIZATION This AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") dated as of November 3, 1997 is by and among Parametric Technology Corporation ("Parametric"), a Massachusetts corporation, PTC Acquisition Corporation ("Merger Sub"), a Delaware corporation and a wholly-owned subsidiary of Parametric, and Computervision Corporation ("Computervision"), a Delaware corporation.
INDEX OF EXHIBITS. 55 AGREEMENT OF LIMITED PARTNERSHIP OF BEHRINGER HARVARD OPERATING PARTNERSHIP I LP JUNE 27, 2002
