Asset Purchase Agreement and Plan of Reorganization Sample Contracts

AGREEMENT
Asset Purchase Agreement and Plan of Reorganization • February 14th, 1997 • Imc Mortgage Co • Mortgage bankers & loan correspondents
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ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF NOVEMBER 14, 2012 AMONG ARMADA OIL, INC., MESA ENERGY HOLDINGS, INC. AND MESA ENERGY, INC. ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION
Asset Purchase Agreement and Plan of Reorganization • November 20th, 2012 • Mesa Energy Holdings, Inc. • Metal mining • New York

THIS ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION, dated as of November 14, 2012 (this “Agreement”), among Armada Oil, Inc., a corporation organized under the laws of the State of Nevada (“Armada”), Mesa Energy Holdings, Inc., a corporation organized under the laws of the State of Delaware (“Mesa”) and Mesa Energy, Inc., a corporation organized under the laws of the State of Nevada and a direct wholly-owned subsidiary of Mesa (“Mesa Sub”). Each of Armada, Mesa and Mesa Sub are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

CONFORMED COPY ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF MARCH 7, 2000
Asset Purchase Agreement and Plan of Reorganization • March 22nd, 2000 • Thinking Tools Inc • Services-educational services • New York
Contract
Asset Purchase Agreement and Plan of Reorganization • May 5th, 2020 • New York

EX-10.3 11 g21685exv10w3.htm EX-10.3 ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION THIS ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”), dated as of September 30, 2009 is by and between JEKYLL ISLAND VENTURES INC. , a New York corporation, doing business as Gotham Photo Company, the “Seller”), and GOTHAM INNOVATION LAB INC., a New York corporation (“Purchaser”). WITNESSETH: Seller is in the business of providing complete web and software development solutions to businesses, including, but not limited to the real estate industry, and related ancillary services (the “Development Business”). Purchaser is a wholly owned subsidiary of iGambit Inc. The parties hereto wish to enter into this Agreement which sets forth the terms and conditions upon which Purchaser agrees to purchase from the Seller and the Seller agrees to sell to Purchaser, for the consideration stated herein, all of the assets of the Seller (other than to the extent specifically set forth herein) free

ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION
Asset Purchase Agreement and Plan of Reorganization • October 2nd, 2020 • Biodesix Inc • Services-medical laboratories • Delaware

THIS ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of June 30, 2018, by and between: BIODESIX, INC., a Delaware corporation (“Purchaser”); INTEGRATED DIAGNOSTICS, INC., a Delaware corporation (“Seller”); and the stockholders of Seller set forth on Exhibit A (each a “Stockholder”). Certain capitalized terms used in this Agreement are defined in Exhibit B.

AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION
Asset Purchase Agreement and Plan of Reorganization • August 10th, 2021 • Biodesix Inc • Services-medical laboratories • Delaware

This Amendment No. 2 to Asset Purchase Agreement and Plan of Reorganization (this “Amendment”), is made and entered into as of August 9, 2021, and amends that certain Asset Purchase Agreement and Plan of Reorganization, dated June 30, 2018, by and among Biodesix, Inc. (the “Company”); Integrated Diagnostics, Inc. (“Seller”); and IND Funding LLC (“Stockholder”), as amended by that certain Amendment No. 1 to Asset Purchase Agreement and Plan of Reorganization dated as of July 29, 2021 (as amended, the “Agreement”). Capitalized terms used but not defined in this Amendment have the meanings specified for such capitalized terms in the Agreement.

AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION
Asset Purchase Agreement and Plan of Reorganization • June 3rd, 2004 • Orthologic Corp • Surgical & medical instruments & apparatus

THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is entered into as of the 1st day of June 2004, by and between OrthoLogic Corp., a Delaware corporation (“Buyer”), and Chrysalis Biotechnology, Inc., a Delaware corporation (“Seller”).

ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION by and among RECRUITER.COM GROUP, INC., RECRUITER.COM UPSIDER, INC., UPSIDER INC., THE SELLING SHAREHOLDERS NAMED HEREIN and JOSH MCBRIDE, as Shareholders’ Representative dated as of March 25, 2021
Asset Purchase Agreement and Plan of Reorganization • March 31st, 2021 • Recruiter.com Group, Inc. • Services-computer programming services • New York

This Asset Purchase Agreement and Plan of Reorganization (this “Agreement”), dated as of March 25, 2021, is entered into among Recruiter.com Group, Inc. a Nevada Corporation (“Recruiter”), Recruiter.com Upsider, Inc., a Nevada corporation (“Buyer”), Upsider Inc., a Delaware corporation (the “Seller”), the shareholders of the Seller set forth herein (each, a “Selling Shareholder” and collectively, the “Selling Shareholders”), and Josh McBride, a resident of New Jersey, as the Shareholders’ Representative. Capitalized terms used and not otherwise defined herein have the meanings specified or referred to in ARTICLE I.

EX-10.1 3 p72209exv10w1.htm EX-10.1
Asset Purchase Agreement and Plan of Reorganization • May 5th, 2020 • Arizona

Exhibit 10.1 Execution Copy ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN ORTHOLOGIC CORP. AND AzERx, Inc. February 23, 2006

AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION
Asset Purchase Agreement and Plan of Reorganization • August 6th, 2004 • Orthologic Corp • Pharmaceutical preparations

THIS AMENDMENT NO. 2 TO THE ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is entered into as of the 5th day of August 2004, by and between OrthoLogic Corp., a Delaware corporation (“Buyer”), and Chrysalis Biotechnology, Inc., a Delaware corporation (“Seller”).

ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION
Asset Purchase Agreement and Plan of Reorganization • August 14th, 2001 • Hyperfeed Technologies Inc • Security & commodity brokers, dealers, exchanges & services • Illinois

THIS ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement"), dated as of April 27, 2001, is made and entered into by and between HYPERFEED TECHNOLOGIES CORPORATION, a Delaware corporation, or its nominee ("Purchaser"), and MARKETSCREEN.COM, INC, a Delaware corporation, ("Seller") and Andrew Yasinsky, Neil Waldo and James Wilson (each individually a “Principal” and collectively, the "Principals").

CONFORMED COPIES ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION By and Among NUI CORPORATION, NUI TELECOM, INC., NORCOM ACQUISITION, L.L.C., NORCOM, INC. And STOCKHOLDERS OF NORCOM, INC. NAMED HEREIN Dated as of March 1, 2002 ASSET PURCHASE...
Asset Purchase Agreement and Plan of Reorganization • December 31st, 2002 • Nui Corp /Nj/ • Gas & other services combined

ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") dated as of March 1, 2002, by and among NUI Corporation, a New Jersey corporation ("NUI"), Norcom Acquisition, LLC, a New Jersey limited liability company (the "Buyer"), NUI Telecom, Inc., a New Jersey corporation ("NUI Telecom") and first tier subsidiary of NUI Capital Corp. ("NUI Capital"), Norcom, Inc., a Florida corporation (the Seller") and the stockholders of the Seller named herein (the "Stockholders").

Execution Version ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION Among BRIGHTCOVE INC., CACTI ACQUISITION LLC, UNICORN MEDIA, INC., UNICORN MEDIA OF ARIZONA, INC., U MEDIA LIMITED, and VICKIE B. WITTIE, AS THE SECURITYHOLDERS’ REPRESENTATIVE...
Asset Purchase Agreement and Plan of Reorganization • May 5th, 2020 • Massachusetts

This Asset Purchase Agreement and Plan of Reorganization (the “Agreement”) has been included to provide investors and stockholders with information regarding its terms. It is not intended to provide any other factual information about Brightcove Inc. (“Brightcove”) or Unicorn Media, Inc. (“Unicorn”). The representations, warranties and covenants contained in the Agreement were made only for purposes of the Agreement and as of specific dates, were solely for the benefit of the parties to the Agreement, may be subject to limitations agreed upon by the contracting parties, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Agreement and should not rely on the representations, warranties or covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Brightcove or Unicorn or any of their respective subsidiaries or

AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION
Asset Purchase Agreement and Plan of Reorganization • May 11th, 2022 • Biodesix Inc • Services-medical laboratories • Delaware

This Amendment No. 3 to Asset Purchase Agreement and Plan of Reorganization (this “Amendment”), is made and entered into as of April 7, 2022, and amends that certain Asset Purchase Agreement and Plan of Reorganization, dated June 30, 2018 (the “Original Agreement”), by and among Biodesix, Inc. (the “Company”); Integrated Diagnostics, Inc. (“Seller”); and IND Funding LLC (“Stockholder”), as amended by that certain Amendment No. 1 to Asset Purchase Agreement and Plan of Reorganization dated as of July 29, 2021 and that certain Amendment No. 2 to Asset Purchase Agreement and Plan of Reorganization dated as of August 9, 2021 (as amended, the “Agreement”). Capitalized terms used but not defined in this Amendment have the meanings specified for such capitalized terms in the Agreement.

ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION
Asset Purchase Agreement and Plan of Reorganization • July 28th, 2008 • Andover Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

This Asset Purchase Agreement and Plan of Reorganization (this “Agreement”), dated as of July 25, 2008 (the “Effective Date”), is by and among Certified Diabetic Services, Inc., a Delaware corporation with a mailing address of 3030 Horseshoe Drive South, Suite 200, Naples, Florida 34104 (“CDIP”); Andover Medical, Inc., a Delaware corporation with a mailing address of 510 Turnpike Street, Suite 204, N. Andover, Massachusetts 01845 (“Andover,” collectively with CDIP, the “Target Companies” and sometimes each individually referred to as a “Target Company”); and Medical Solutions Management Inc., a Nevada corporation with a mailing address of 237 Cedar Hill Street, Marlboro, Massachusetts 01752 (“MSMT”). MSMT and the Target Companies are each sometimes referred to individually as a “Constituent Company” and collectively as the “Constituent Companies.” All capitalized terms used in this Agreement without definition shall have the respective meanings ascribed to such terms in Section 7.12 he

ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN ORTHOLOGIC CORP. AND CHRYSALIS BIOTECHNOLOGY, INC. APRIL 28, 2004
Asset Purchase Agreement and Plan of Reorganization • June 3rd, 2004 • Orthologic Corp • Surgical & medical instruments & apparatus • Delaware

THIS ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION is entered into as of the 28th day of April, 2004, by and between OrthoLogic Corp., a Delaware corporation (“Buyer”), and Chrysalis BioTechnology, Inc., a Delaware corporation (“Seller”). Buyer and Seller are referred to collectively herein as the “Parties” and individually as a “Party.”

ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION among: SOL LOGIC, INC., a California corporation;
Asset Purchase Agreement and Plan of Reorganization • December 21st, 2007 • Imageware Systems Inc • Services-prepackaged software • California

THIS ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of December 19, 2007, by and among: SOL LOGIC, INC., a California corporation (the “Seller”); Frank Mitchell, an individual and a shareholder of the Seller (“Mitchell”); Wink Jones, in his capacity as the representative of the shareholders of the Seller; and IMAGEWARE SYSTEMS, INC., a Delaware corporation (the “Purchaser”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in EXHIBIT A attached hereto.

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