Amended and Restated Agreement and Plan of Merger Sample Contracts

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AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 15, 2021 AMONG EQUITY COMMONWEALTH, EQC MAPLE INDUSTRIAL LLC AND MONMOUTH REAL ESTATE INVESTMENT CORPORATION
Amended and Restated Agreement and Plan of Merger • August 17th, 2021 • Monmouth Real Estate Investment Corp • Real estate investment trusts • Maryland

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, is made and entered into as of August 15, 2021 (this “Agreement”), by and among Equity Commonwealth, a Maryland real estate investment trust (“Parent”), EQC Maple Industrial LLC, a Maryland limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), and Monmouth Real Estate Investment Corporation, a Maryland corporation (the “Company” and, together with Parent and Merger Sub, each a “party” and collectively, the “parties”).

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Amended and Restated Agreement and Plan of Merger • June 17th, 2003 • Edwards J D & Co • Services-prepackaged software • Delaware
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among JIMMY JANG, L.P. HAMMBUTNOCHEESE MERGER SUB, INC. JUPITER RESEARCH, LLC SELLERS and MARK SCATTERDAY, AS SELLERS’ REPRESENTATIVE Dated as of January 10, 2019
Amended and Restated Agreement and Plan of Merger • June 3rd, 2022 • TILT Holdings Inc. • Cigarettes • Delaware

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 10, 2019, is made and entered into by and among Jimmy Jang, L.P., a limited partnership formed under the laws of Delaware (“Parent” or “Purchaser”), HammButNoCheese Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Jupiter Research, LLC, an Arizona limited liability company (the “Company”), [***] [Sellers of securities in Jupiter] (each, a “Seller” and, collectively, the “Sellers”), and Mark Scatterday, in his capacity as the Sellers’ Representative (as hereinafter defined).

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among ALASKA COMMUNICATIONS SYSTEMS GROUP, INC., JUNEAU PARENT CO, INC., and JUNEAU MERGER CO, INC. December 10, 2020
Amended and Restated Agreement and Plan of Merger • December 10th, 2020 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • Delaware

THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated December 10, 2020, is entered into by and among Alaska Communications Systems Group, Inc., a Delaware corporation (the “Company”), Juneau Parent Co, Inc., a Delaware corporation (“Parent”), and Juneau Merger Co, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER Dated as of November 14, 2020 by and among SIMON PROPERTY GROUP, INC., SIMON PROPERTY GROUP, L.P., SILVER MERGER SUB 1, LLC, SILVER MERGER SUB 2, LLC, TAUBMAN CENTERS, INC. and The Taubman Realty Group...
Amended and Restated Agreement and Plan of Merger • November 16th, 2020 • Simon Property Group L P /De/ • Real estate investment trusts • Michigan

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of November 14, 2020, by and among Simon Property Group, Inc., a Delaware corporation (“Silver”), Simon Property Group, L.P., a Delaware limited partnership (“Silver OP”), Silver Merger Sub 1, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Silver OP (“Silver Merger Sub 1”), Silver Merger Sub 2, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Silver Merger Sub 1 (“Silver Merger Sub 2”), Taubman Centers, Inc., a Michigan corporation (“Titanium”), and The Taubman Realty Group Limited Partnership, a Delaware limited partnership (“Titanium OP”). Each of Silver, Silver OP, Silver Merger Sub 1, Silver Merger Sub 2, Titanium and Titanium OP is sometimes referred to as a “Party” and, collectively, the “Parties.”

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER entered into by and among COLLECTORS UNIVERSE, INC., CARDS PARENT LP and CARDS ACQUISITION INC. Dated as of January 20, 2021
Amended and Restated Agreement and Plan of Merger • January 20th, 2021 • Collectors Universe Inc • Services-business services, nec • Delaware

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement” or “Amended and Restated Agreement”), dated as of January 20, 2021 (the “Signing Date”), is entered into by and among Collectors Universe, Inc., a Delaware corporation (the “Company”), Cards Parent LP, a Delaware limited partnership (“Parent”), and Cards Acquisition Inc., a Delaware corporation and Wholly Owned Subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties”), and amends and restates in its entirety that certain Agreement and Plan of Merger (the “Original Merger Agreement”), dated as of November 30, 2020 (the “Original Signing Date”), by and among the Parties.

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND BETWEEN CHINA YIDA HOLDING, CO. AND CHINA YIDA HOLDING ACQUISITION CO. Dated as of April 12, 2016
Amended and Restated Agreement and Plan of Merger • April 13th, 2016 • China Yida Holding, Co. • Services-advertising • Nevada

THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 12, 2016 by and between China Yida Holding Co. a corporation organized under the laws of the State of Nevada (the “Company”), and China Yida Holding Acquisition Co., a corporation organized under the laws of the State of Nevada (“Acquisition”).

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among Abraxas Petroleum Corporation, Abraxas Energy Partners, L.P. and Merger Sub, as defined herein Dated as of July 17, 2009
Amended and Restated Agreement and Plan of Merger • July 21st, 2009 • Abraxas Petroleum Corp • Crude petroleum & natural gas • Texas

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of July 16, 2009 (this “Agreement”), is entered into by and among ABRAXAS PETROLEUM CORPORATION, a Nevada corporation (“Abraxas”), ABRAXAS ENERGY PARTNERS, L.P., a Delaware limited partnership (“Energy”), and, from and after its accession to this Agreement in accordance with Section 2.1(b), the Delaware limited liability company to be formed as a wholly-owned subsidiary of Abraxas (“Merger Sub”).

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
Amended and Restated Agreement and Plan of Merger • September 27th, 2022 • Mobile Infrastructure Corp • Real estate investment trusts • Maryland

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), is entered into as of this 26th day of September, 2022, by and between Mobile Infrastructure Corporation, a Maryland corporation (“MIC”), and Mobile Infrastructure Trust, a Maryland real estate investment trust (“MIT”).

Amended and Restated Agreement and Plan of Merger
Amended and Restated Agreement and Plan of Merger • December 19th, 2011 • Century Properties Fund Xv • Real estate • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 19, 2011, by and among CENTURY PROPERTIES FUND XV, a California limited partnership (“CPF XV”), CENTURY PROPERTIES FUND XV, LP, a Delaware limited partnership (“New CPF XV”), AIMCO CPF XV MERGER SUB LLC, a Delaware limited liability company (the “Aimco Subsidiary”), and AIMCO PROPERTIES, L.P., a Delaware limited partnership (“Aimco OP”).

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among MITEK SYSTEMS, INC. a Delaware corporation and MITEK ACQUISITION SUB, LLC a Wyoming limited liability company and PARASCRIPT, LLC a Wyoming limited liability company and PARASCRIPT...
Amended and Restated Agreement and Plan of Merger • September 22nd, 2006 • Mitek Systems Inc • Computer peripheral equipment, nec • Delaware

This Amended and Restated Agreement and Plan of Merger (“Agreement”) is dated September 18, 2006, by and among Mitek Systems, Inc., a Delaware corporation (“Mitek”), Mitek Acquisition Sub, LLC, a Wyoming limited liability company (“Merger Subsidiary”), Parascript, LLC, a Wyoming limited liability company (“Parascript”), and Parascript Management, Inc., a Wyoming corporation (the “Member Representative”), solely in the role as the Member Representative. This Agreement amends, restates and replaces in its entirety that certain Asset Purchase Agreement dated July 13, 2006 by and between Mitek and Parascript (the “Original Agreement”).

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 24, 2015, by and between Cardax Pharmaceuticals, Inc., a Delaware corporation, and CARDAX, INC., a Delaware corporation
Amended and Restated Agreement and Plan of Merger • November 24th, 2015 • Cardax, Inc. • Pharmaceutical preparations • New York
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among GOLDMAN SACHS BDC, INC., EVERGREEN MERGER SUB INC., GOLDMAN SACHS MIDDLE MARKET LENDING CORP. and GOLDMAN SACHS ASSET MANAGEMENT, L.P. Dated as of June 11, 2020
Amended and Restated Agreement and Plan of Merger • June 11th, 2020 • Goldman Sachs BDC, Inc. • Delaware

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of June 11, 2020 (this “Agreement”), among Goldman Sachs BDC, Inc., a Delaware corporation (“GSBD”), Goldman Sachs Middle Market Lending Corp., a Delaware corporation (“MMLC”), Evergreen Merger Sub Inc., a Delaware corporation and wholly-owned direct Consolidated Subsidiary of GSBD (“Merger Sub”) and Goldman Sachs Asset Management, L.P., a Delaware limited partnership (“GSAM”).

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG KEY HOSPITALITY ACQUISITION CORPORATION, CAY CLUBS, INC., KEY MERGER SUB INC., KEY MERGER SUB LLC, CAY CLUBS LLC, AND THE MEMBERS OF CAY CLUBS LLC DATED AS OF AUGUST 2, 2007
Amended and Restated Agreement and Plan of Merger • August 3rd, 2007 • Key Hospitality Acquisition CORP • Blank checks • Delaware

THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 2, 2007, by and among KEY HOSPITALITY ACQUISITION CORPORATION, a Delaware corporation (“Key”), CAY CLUBS, INC., a Delaware corporation and a wholly owned subsidiary of Key (“Parent”), KEY MERGER SUB LLC, a Florida limited liability company and a wholly owned subsidiary of Parent (“Key Merger Sub”), KEY MERGER SUB INC., a Delaware corporation and a wholly owned subsidiary of Parent (“New Key Merger Sub” and, together with Key Merger Sub, the “Merger Subs” and each a “Merger Sub”), CAY CLUBS LLC, a Florida limited liability company (the “Company”), and each of the persons listed under the caption “Members” on the signature page hereof, such persons being all of the members of the Company (each a “Member” and, collectively, the “Members”).

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
Amended and Restated Agreement and Plan of Merger • April 17th, 2023 • Mega Matrix Corp. • Services-equipment rental & leasing, nec • Delaware

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 14, 2023, by and among Mega Matrix Corp., a Delaware corporation (“MPU”), and MarsProtocol Inc., an exempted company incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of MPU (“MPU Cayman”).

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among NEWAGE, INC., and ARIEL MERGER SUB, LLC, and ARIEL MERGER SUB 2, LLC and ARIIX, LLC, and THE INDIVIDUALS LISTED ON THE SIGNATURE PAGES HERETO, and FREDERICK W. COOPER, as Sellers Agent Dated as...
Amended and Restated Agreement and Plan of Merger • October 1st, 2020 • NewAge, Inc. • Malt beverages • Utah

THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of September 30, 2020, by and among NewAge, Inc., a Washington corporation f/k/a New Age Beverages Corporation (“Parent”), Ariel Merger Sub, LLC, a Utah limited liability company (“Merger Sub”), Ariel Merger Sub II, LLC (“Merger Sub 2”), Ariix, LLC, a Utah limited liability company (the “Company”), certain voting members and managers of the Company who are listed on the signature pages hereto (each, a “Seller” and collectively, the “Sellers”), and Frederick W. Cooper, in his capacity as Sellers Agent hereunder (“Sellers Agent”).

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND BETWEEN HD SUPPLY HOLDINGS, LLC, HD SUPPLY GP & MANAGEMENT, INC., HD SUPPLY WATERWORKS GROUP, INC., HD SUPPLY WATERWORKS, LTD., HD SUPPLY, INC., CD&R PLUMB BUYER, LLC, CD&R WATERWORKS MERGER...
Amended and Restated Agreement and Plan of Merger • August 7th, 2017 • Hd Supply, Inc. • Wholesale-durable goods • Delaware

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated 14, 2017 (this “Agreement”), is made and entered into by and between HD SUPPLY HOLDINGS, LLC, a Florida limited liability company (“Holdings”), HD SUPPLY GP & MANAGEMENT, INC., a Delaware corporation (“HD GP”, and collectively with Holdings, “Sellers” and each, individually, a “Seller”), HD SUPPLY WATERWORKS GROUP, INC., a Delaware corporation (“HD Waterworks Inc.”), HD SUPPLY WATERWORKS, LTD., a Florida limited partnership (the “Company” and, together with HD Waterworks Inc., the “Acquired Companies”), CD&R PLUMB BUYER, LLC, a Delaware limited liability company (“Buyer”), CD&R WATERWORKS MERGER SUB, LLC, a Delaware limited liability company (“Merger Sub”), CD&R WW, LLC, a Delaware limited liability company (“Blocker”), CD&R WW MERGER SUB, LLC, a Delaware limited liability company (“Blocker Merger Sub”), and, solely with respect to Section 9.19, HD SUPPLY, INC., a Delaware corporation (“HD Supply”). Sellers, the Acquired Com

WITNESSETH:
Amended and Restated Agreement and Plan of Merger • October 1st, 1996 • R&g Financial Corp • Asset-backed securities • Puerto Rico
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among BATTLE MOUNTAIN GOLD EXPLORATION CORP., ROYAL GOLD, INC., and ROYAL BATTLE MOUNTAIN, INC. Dated July 30, 2007
Amended and Restated Agreement and Plan of Merger • August 3rd, 2007 • Battle Mountain Gold Exploration Corp. • Gold and silver ores • Colorado
RECITALS
Amended and Restated Agreement and Plan of Merger • November 4th, 1996 • Chateau Properties Inc • Real estate investment trusts • Maryland
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among CROSSBOX, INC., FD ACQUISITION CORP., and FLIKDATE, INC.
Amended and Restated Agreement and Plan of Merger • August 12th, 2014 • FlikMedia, Inc. • Services-business services, nec • Nevada

THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER is dated as of June 30, 2014 (this “Agreement”), by and among Flikdate, Inc., a Delaware corporation (the “Company”), Crossbox, Inc., a Nevada corporation, formerly known as Go Green Directories, Inc. (“Crossbox”), and FD Acquisition Corp., Inc., a Delaware corporation and a wholly-owned subsidiary of Crossbox (“Merger Sub”). Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings ascribed to such terms in Exhibit A. All references herein to Exhibits, Schedules, Sections and Articles shall be deemed to refer to the respective exhibits and schedules to, and sections and articles of, this Agreement, unless otherwise specified. This Agreement amends and restates in its entirety, an agreement and plan of merger among the Company, Crossbox and Merger Sub dated as of May 12, 2014 (the “Prior Agreement”).

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RECITALS:
Amended and Restated Agreement and Plan of Merger • January 16th, 1997 • First Nationwide Parent Holdings Inc • Savings institution, federally chartered • Delaware
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among TWENTY-FIRST CENTURY FOX, INC. THE WALT DISNEY COMPANY TWDC HOLDCO 613 CORP. WDC MERGER ENTERPRISES I, INC. and WDC MERGER ENTERPRISES II, INC. Dated as of June 20, 2018
Amended and Restated Agreement and Plan of Merger • October 9th, 2018 • New Fox, Inc. • Television broadcasting stations • Delaware

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of June , 2018 (the “Execution Date”), among Twenty-First Century Fox, Inc., a Delaware corporation (the “Company”), The Walt Disney Company, a Delaware corporation (“Parent”), TWDC Holdco 613 Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Holdco”), WDC Merger Enterprises I, Inc., a Delaware corporation and a wholly owned Subsidiary of Holdco (“Delta Sub”), and WDC Merger Enterprises II, Inc., a Delaware corporation and a wholly owned Subsidiary of Holdco (“Wax Sub”, and together with Delta Sub, the “Merger Subs”), amends and restates in its entirety that certain Agreement and Plan of Merger (the “Original Merger Agreement”), dated as of December 13, 2017 (the “Original Execution Date”), among the Company, Parent, TWC Merger Enterprises 2 Corp. and TWC Merger Enterprises 1, LLC, as amended by the Amendment to Agreement and Plan of Merger, dated as of M

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
Amended and Restated Agreement and Plan of Merger • December 4th, 2006 • Pathogenics, Inc. • Medicinal chemicals & botanical products • Delaware

THIS AMENDED AND RESTATEDAGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as of November 28, 2006, by and between Pathogenics, Inc., a Delaware corporation ("Pathogenics"), and Egenix, Inc., a Delaware corporation ("Egenix").

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among STR HOLDINGS LLC, STR ACQUISITION, INC. and SPECIALIZED TECHNOLOGY RESOURCES, INC. Dated as of June 15, 2007
Amended and Restated Agreement and Plan of Merger • July 31st, 2008 • STR Holdings LLC • Delaware

THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of June 15, 2007 (this “Agreement”), is among STR Holdings LLC, a Delaware limited liability company and successor to STR Holdings, Inc. (the “Acquiror”), STR Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of the Acquiror (“Sub”) and Specialized Technology Resources, Inc., a Delaware corporation (the “Company”).

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among GETCO HOLDING COMPANY, LLC GA-GTCO, LLC KNIGHT CAPITAL GROUP, INC. KNIGHT HOLDCO, INC. KNIGHT ACQUISITION CORP GETCO ACQUISITION, LLC and GA-GTCO ACQUISITION, LLC DATED AS OF DECEMBER 19,...
Amended and Restated Agreement and Plan of Merger • July 1st, 2013 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • New York

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, this “Agreement”), dated as of December 19, 2012 (the “Original Execution Date”) and amended and restated as of April 15, 2013 (the “Execution Date”), is by and among GETCO Holding Company, LLC, a Delaware limited liability company (“GETCO”); GA-GTCO, LLC, a Delaware limited liability company (“Blocker”); Knight Capital Group, Inc., a Delaware corporation (“Knight”); Knight Holdco, Inc., a Delaware corporation and wholly owned subsidiary of Knight (the “Company”); Knight Acquisition Corp, a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub A”); GETCO Acquisition, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub B”); and GA-GTCO Acquisition, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub C”), amends and restates in its entirety that certain Agreement and Plan of Merger (the “Original Merger Agreement”), dat

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among MOUNTAIN CREST ACQUISITION CORP. IV, CH AUTO INC., CH-AUTO MERGER SUB CORP., and CH-AUTO TECHNOLOGY CORPORATION LTD. Dated as of December 23, 2022
Amended and Restated Agreement and Plan of Merger • December 23rd, 2022 • Mountain Crest Acquisition Corp. IV • Blank checks • Delaware

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 23, 2022, is entered into by and among Mountain Crest Acquisition Corp. IV, a Delaware corporation (“SPAC”), CH AUTO Inc., a Cayman Islands exempt company (“Pubco”), CH-AUTO Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Pubco (“Company Merger Sub”), and CH-AUTO TECHNOLOGY CORPORATION LTD. (北京长城华冠汽车科技股份有限公司), a company organized under the Laws of the PRC (the “Company”). SPAC, Pubco, Company Merger Sub and the Company are sometimes referred to herein as a “Party” or collectively as the “Parties.” Certain terms used in this Agreement are used as defined in Section 10.14.

RECITALS:
Amended and Restated Agreement and Plan of Merger • March 31st, 1998 • Regent Bancshares Corp • National commercial banks • Pennsylvania
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
Amended and Restated Agreement and Plan of Merger • July 28th, 2022 • New York

The following terms, when used in this Agreement, have the meanings ascribed to them in the corresponding Sections of this Agreement listed below:

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
Amended and Restated Agreement and Plan of Merger • October 6th, 2006 • GenuTec Business Solutions, Inc. • Services-business services, nec • California

The Company, the Stockholder and Ion (solely with respect to Section 4.2 and will not be jointly and severally liable with Stockholder or Company for such Section 4.2) do hereby jointly and severally represent and warrant to GenuTec that:

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
Amended and Restated Agreement and Plan of Merger • August 14th, 2006 • GenuTec Business Solutions, Inc. • California

THIS AMENDED AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated effective as of September 14, 2005, is entered into by and among SMART DEVELOPMENT CORP., a Nevada corporation (the “Company”); JOHAN HENDRIK SMIT DUYZENTKUNST, an individual (the “Stockholder”); SDI ACQUISITION CORP., a Nevada corporation (“Merger Sub”); SMART ACQUISITION, LLC, a Nevada limited liability company (“SALLC”); GENUTEC BUSINESS SOLUTIONS, INC., a Montana corporation (“GenuTec”) and ION AUTOMATION SERVICES BV (“Ion”). Certain capitalized terms used in this Agreement are defined in Article XI hereof. The Company, the Stockholder, Ion, Merger Sub, SALLC and GenuTec are hereinafter sometimes collectively referred to as the “Parties” and individually as a “Party.”

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
Amended and Restated Agreement and Plan of Merger • July 19th, 2011 • Graham Packaging Holdings Co • Miscellaneous plastics products • Delaware

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of July 15, 2011 (this “Agreement”), among Graham Packaging Company Inc., a Delaware corporation (the “Company”), Graham Packaging Holdings Company, a Pennsylvania limited partnership (“Holdings”), BCP/Graham Holdings L.L.C. (“BCP”), a Delaware limited liability company and the sole general partner of Holdings (solely for purposes of Section 3.07) and GPC Merger LLC, a Delaware limited liability company (“Newco”).

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
Amended and Restated Agreement and Plan of Merger • December 27th, 2013 • Gyrodyne Co of America Inc • Operators of nonresidential buildings • New York

This Agreement and Plan of Merger, dated as of October 15, 2013 and amended and restated as of December 20, 2013 (this “Plan of Merger”), is made and entered into by and among Gyrodyne Company of America, Inc., a self-managed and self-administered real estate investment trust formed under the laws of the State of New York (“Gyrodyne”), Gyrodyne, LLC, a New York limited liability company (“Gyrodyne, LLC”), and Gyrodyne Special Distribution, LLC, a New York limited liability company (“GSD”).

EXHIBIT 2.1 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
Amended and Restated Agreement and Plan of Merger • June 19th, 2001 • Smith Charles E Residential Realty Inc • Real estate investment trusts • Maryland
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