FIRST AMENDMENT TO THE MERGER AGREEMENT BY AND AMONG AFRICAN AMERICAN MEDICAL NETWORK, INC.; AFMN, INC.; MEDICAL MEDIA TELEVISION, INC.; AND AAMN ACQUISITION SUB, INC.The Merger Agreement • November 21st, 2005 • Medical Media Television, Inc. • Services-educational services
OPOWER, INC.The Merger Agreement • May 16th, 2016 • Oracle Corp • Services-prepackaged software
The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of May 1, 2016 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Parent, Purchaser, and (solely with respect to performance of its obligations set forth in certain specified sections thereof) Oracle, pursuant to which, after consummation of the Offer and the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company upon the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation (the “Surviving Corporation”) and becoming an indirect, wholly owned subsidiary of Oracle (the “Merger”). In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (other than (i) Shares held by the Company as treasury stock, by any subsidiary of the Company or by Oracle, Parent, Purchaser or any of their respective subsidiaries, or (ii) Shares
AMENDMENT NO. 1 TO THE MERGER AGREEMENTThe Merger Agreement • July 31st, 2012 • Pentair Inc • Special industry machinery (no metalworking machinery) • New York
THIS AMENDMENT NO. 1, dated as of July 25, 2012 (this “Amendment”), to the Merger Agreement, dated as of March 27, 2012 (the “Merger Agreement”), is among Tyco International Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Trident”), Tyco Flow Control International Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland and presently a direct wholly-owned Subsidiary of Trident (“Fountain”), Panthro Acquisition Co., a Delaware corporation and a direct wholly-owned Subsidiary of Fountain (“AcquisitionCo”), Panthro Merger Sub, Inc., a Minnesota corporation and a direct wholly-owned Subsidiary of AcquisitionCo (“Merger Sub”), and Pentair, Inc., a Minnesota corporation (“Patriot” and, together with Trident, Fountain, AcquisitionCo and MergerSub, the “Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement.
AMENDMENT NO. 1 TO THE MERGER AGREEMENTThe Merger Agreement • February 3rd, 2022 • Patriot National Bancorp Inc • National commercial banks
This Amendment No. 1, dated as of January 28, 2022 (this “Amendment”), to the Agreement and Plan of Merger, dated as of November 14, 2021 (as amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), by and among Patriot National Bancorp, Inc., a Connecticut corporation (“PNBK”), Next Special, Inc., a Delaware corporation and wholly owned subsidiary of PNBK (“Merger Sub”), and American Challenger Development Corp, a Delaware corporation (“American Challenger”, and together with PNBK and Merger Sub, the “Parties”).
AMENDMENT NO. 1 TO THE MERGER AGREEMENTThe Merger Agreement • December 14th, 2020 • Han Jie • Plastics foam products
This AMENDMENT NO. 1 TO THE MERGER AGREEMENT, dated as of December 13, 2020, is entered into by and among China XD Plastics Company Limited, a Nevada corporation (the “Company”), Faith Dawn Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”), and Faith Horizon Inc., a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company may hereafter be referred to as a “Party” in their individual capacities and as “Parties” collectively.
OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF PRAEGITZER INDUSTRIES, INC. AT $5.50 NET PER SHARE BY T MERGER SUB (OR), INC.,The Merger Agreement • November 1st, 1999 • Tyco International LTD /Ber/ • General industrial machinery & equipment, nec
AMENDMENT NO. 2 TO THE MERGER AGREEMENTThe Merger Agreement • March 1st, 2022 • Patriot National Bancorp Inc • National commercial banks
This Amendment No. 2, dated as of February 28, 2022 (this “Amendment”), to the Agreement and Plan of Merger, dated as of November 14, 2021, as amended by Amendment No. 1, dated as of January 28, 2022 (as further amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), by and among Patriot National Bancorp, Inc., a Connecticut corporation (“PNBK”), Next Special, Inc., a Delaware corporation and wholly owned subsidiary of PNBK (“Merger Sub”), and American Challenger Development Corp, a Delaware corporation (“American Challenger”, and together with PNBK and Merger Sub, the “Parties”).
AMENDMENT NO. 2 TO THE MERGER AGREEMENTThe Merger Agreement • February 8th, 2021 • Han Jie • Plastics foam products
This AMENDMENT NO. 2 TO THE MERGER AGREEMENT (this “Amendment”), dated as of February 7, 2021, is entered into by and among China XD Plastics Company Limited, a Nevada corporation (the “Company”), Faith Dawn Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”), and Faith Horizon Inc., a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company may hereafter be referred to as a “Party” in their individual capacities and as “Parties” collectively.
MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANTThe Merger Agreement • September 27th, 2019 • Delaware
In order to complete the merger, SemGroup stockholders must vote to approve and adopt the merger agreement and the transactions contemplated thereby. This document is being delivered to you as both a proxy statement of SemGroup and a prospectus of Energy Transfer in connection with the merger. It is the proxy statement by which the SemGroup board of directors is soliciting proxies from you to vote in favor of the proposal to approve and adopt the merger agreement at the special meeting or at any adjournment or postponement of the special meeting. It is also the prospectus for the offering by Energy Transfer of ET common units in the merger.
AMENDMENT NO. 2 TO THE MERGER AGREEMENTThe Merger Agreement • September 8th, 2021 • Fusion Acquisition Corp. • Finance services
This AMENDMENT NO. 2 (this “Amendment”), dated as of September 4, 2021 to the Agreement and Plan of Merger dated as of February 11, 2021 (as amended on June 28, 2021 by that certain Amendment No. 1 to the Merger Agreement (“Amendment No. 1”) and as the same may be further amended, modified or supplemented in accordance with its terms, the “Merger Agreement”) is entered into by and between MoneyLion Inc., a Delaware corporation (“Company”), Fusion Acquisition Corp., a Delaware corporation (“Parent”), and ML Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub” and, together with Company and Parent, the “Parties”).
ADDENDUM NO. 7 TO THE MERGER AGREEMENT entered into between SIBANYE GOLD LIMITED and GOLD ONE INTERNATIONAL LIMITED and NEWSHELF 1114 PROPRIETARY LIMITEDThe Merger Agreement • October 18th, 2018 • Gold One South Africa (Pty) LTD • Gold and silver ores
AMENDMENT NO. 2 TO THE MERGER AGREEMENTThe Merger Agreement • January 31st, 2013 • ITC Holdings Corp. • Electric services
This Amendment No. 2 (this “Amendment”), dated as of January 28, 2013, amends the Merger Agreement, dated as of December 4, 2011, as amended by that certain Amendment No. 1 to the Merger Agreement, dated as of September 21, 2012 (collectively, the “Merger Agreement”), among Entergy Corporation, a Delaware corporation (“Entergy”), Mid South TransCo LLC, a Delaware limited liability company and presently a wholly owned Subsidiary of Entergy, ITC Holdings Corp., a Michigan corporation (“ITC”), and ITC Midsouth LLC (formerly known as Ibis Transaction Subsidiary LLC), a Delaware limited liability company and a direct wholly owned Subsidiary of ITC. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
MERGER AGREEMENT AND PLAN OF REORGANIZATIONThe Merger Agreement • October 2nd, 2020 • Fresh Promise Foods, Inc. • Grain mill products • Nevada
FPFI MERGER CORP., a newly formed Nevada private corporation with an address at 3416 Shadybrook Drive, Midwest City, OK 73110, which is a wholly owned subsidiary of Pubco
Offer to Purchase for Cash All Outstanding Shares of Common Stock of PORTOLA PHARMACEUTICALS, INC. at $18.00 Net Per Share by ODYSSEY MERGER SUB INC. a direct, wholly owned subsidiary of ALEXION PHARMACEUTICALS, INC. THE OFFER AND WITHDRAWAL RIGHTS...The Merger Agreement • May 27th, 2020 • Alexion Pharmaceuticals, Inc. • Pharmaceutical preparations
Odyssey Merger Sub Inc., a Delaware corporation ("Purchaser") and a direct, wholly owned subsidiary of Alexion Pharmaceuticals, Inc., a Delaware corporation ("Parent"), is making an offer to purchase all issued and outstanding shares of common stock, par value $0.001 per share (the "Shares"), of Portola Pharmaceuticals, Inc., a Delaware corporation (the "Company"), at a price per Share of $18.00, net to the holder of such Share, in cash (the "Offer Price"), without interest thereon and subject to any applicable withholding tax, as further described herein, upon the terms and subject to the conditions set forth in this Offer to Purchase and the accompanying Letter of Transmittal. The following are some questions you, as a stockholder of the Company, may have and answers to those questions. This summary term sheet highlights selected information from this Offer to Purchase, and may not contain all of the information that is important to you and is qualified in its entirety by the more de
EXHIBIT 99.1 AMENDMENT TO THE MERGER AGREEMENT Reference is made to the Agreement and Plan of Merger dated as of March 30, 2003, among Frontier Oil Corporation, Front Range Himalaya Corporation, Front Range Merger Corporation, Himalaya Merger...The Merger Agreement • May 13th, 2003 • Holly Corp • Petroleum refining • Delaware
ADDENDUM NO. 8 TO THE MERGER AGREEMENT entered into between SIBANYE GOLD LIMITED and GOLD ONE SOUTH AFRICA PROPRIETARY LIMITED in its capacity as the successor in title of GOLD ONE INTERNATIONAL LIMITEDThe Merger Agreement • October 18th, 2018 • Gold One South Africa (Pty) LTD • Gold and silver ores
AMENDMENT NO. 1 TO THE MERGER AGREEMENTThe Merger Agreement • June 29th, 2021 • Fusion Acquisition Corp. • Finance services
This AMENDMENT NO. 1 (this “Amendment”), dated as of June 28, 2021 to the Agreement and Plan of Merger dated as of February 11, 2021 (as the same may be amended, modified or supplemented in accordance with its terms, the “Merger Agreement”) is entered into by and between MoneyLion Inc., a Delaware corporation (“Company”), Fusion Acquisition Corp., a Delaware corporation (“Parent”), and ML Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub” and, together with Company and Parent, the “Parties”).
Exhibit 99.7 ANNEX C TO AMENDMENT NO. 1 TO THE MERGER AGREEMENT VOTING AGREEMENT Cogent Communications Group, Inc. 1015 31st Street, N.W. Washington, D.C. 20007 Allied Riser Communications Corporation 1700 Pacific Avenue, Suite 400 Dallas, TX 75201...The Merger Agreement • January 3rd, 2002 • Cogent Communications Group Inc • Services-business services, nec
The undersigned, _________________________________, is a beneficial owner of, or has the right to vote, the number of shares set forth on Schedule I hereto (the "Shares") of Allied Riser Communications Corporation, a Delaware corporation (the "Company"), and wishes to facilitate the merger of August Caesar Merger Sub, Inc., a Delaware corporation ("Merger Sub"), which is a wholly-owned subsidiary of Cogent Communications Group, Inc., a Delaware corporation ("Cogent"), with and into the Company, pursuant to that certain Agreement and Plan of Merger by and among the Company, Cogent and Merger Sub, dated as of August 28, 2001 and amended as of October ____, 2001 (the "Agreement" and such merger, the "Merger"). The undersigned recognizes that the Merger will be of benefit to the undersigned, and that adoption of the Merger Agreement by stockholders of the Company at a meeting of Company stockholders (the "Company Stockholders Meeting") is a condition to the consummation of the Merger and h
KANSAS CITY POWER & LIGHT COMPANY (Name of Subject Company) KANSAS CITY POWER & LIGHT COMPANY (Name of Person Filing Statement)The Merger Agreement • July 21st, 2019
This Statement relates to an exchange offer disclosed in a Registration Statement on Form S-4 initially filed with the Securities and Exchange Commission on April 22, 1996 and amended on June 19, 1996 and July 3, 1996 (as amended, the "Western Resources Form S-4") by Western Resources, Inc., a Kansas corporation ("Western Resources"), to exchange Western Resources common stock, par value $5.00 per share ("Western Resources Common Stock"), for all of the outstanding shares of KCPL Common Stock. According to a prospectus included in the Western Resources Form S-4 (the "Western Resources Prospectus"), Western
AMENDMENT NO. 1 TO THE MERGER AGREEMENTThe Merger Agreement • January 10th, 2023 • Columbia Banking System, Inc. • State commercial banks
This AMENDMENT NO. 1 (this “Amendment”), dated as of January 9, 2023, to the Agreement and Plan of Merger, dated as of October 11, 2021 (together with the exhibits and schedules thereto, the “Merger Agreement”), by and among Columbia Banking System, Inc., a Washington corporation (“Columbia”), Umpqua Holdings Corporation, an Oregon corporation (“Umpqua”), and Cascade Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Columbia (“Merger Sub”), is made and entered into by and among Columbia, Umpqua and Merger Sub. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
ADDENDUM NO. 6 TO THE MERGER AGREEMENT entered into between SIBANYE GOLD LIMITED and GOLD ONE INTERNATIONAL LIMITED and NEWSHELF 1114 PROPRIETARY LIMITEDThe Merger Agreement • March 24th, 2015 • Sibanye Gold LTD • Gold and silver ores
SOFTWARE ACQUISITION GROUP INC.The Merger Agreement • August 10th, 2020
Revenues . . . . . . . . . . . . . . . $ 18,026 $ — $ — $ 18,026 $ — $ 18,026 Cost of revenues . . . . . . . . . 6,810 — — 6,810 — 6,810 Advertising andmarketing . . . . . . . . . . . . 41,628 — — 41,628 — 41,628 General and administrative expenses . . . . . . . . . . . . . 14,035 211 — 14,246 — 14,246 Loss from operations . . (44,447) (211) — (44,658) — (44,658) Other income (expense): Interest and other income . . . . . . . . . . 2,072 220 (220) (1) 2,072 — 2,072 (Loss) income before income taxes . . . . . . . . . (42,375) 9 (220) (42,586) — (42,586) Provision for income taxes . . . . . . . . . . . . 142 2 2 (2) 142 — 142 Net (loss) income . . . . . . . . $ (42,517) $ 7 $ (218) $ (42,728) $ — $ (42,728) Weighted average shares outstanding, basic and diluted. . . . . . . . . . . . . 20,000,000 3,535,964 50,140,649 (3)
LETTER TO STOCKHOLDERS OF FIVE9, INC.The Merger Agreement • August 11th, 2021
The following are answers to certain questions that you may have regarding the merger, the merger agreement, the transactions contemplated by the merger agreement and the Five9 special meeting. You are urged to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to, and the documents incorporated by reference in, this document.
ADDENDUM NO. 4 TO THE MERGER AGREEMENT entered into between SIBANYE GOLD LIMITED and GOLD ONE INTERNATIONAL LIMITED and NEWSHELF 1114 PROPRIETARY LIMITEDThe Merger Agreement • March 24th, 2015 • Sibanye Gold LTD • Gold and silver ores
ADDENDUM NO. 1 TO THE MERGER AGREEMENT entered into between SIBANYE GOLD LIMITED and GOLD ONE INTERNATIONAL LIMITED and NEWSHELF 1114 PROPRIETARY LIMITED law | tax | forensics | IP | africa edward nathan sonnenbergs incorporated registration number...The Merger Agreement • April 29th, 2014 • Sibanye Gold LTD • Gold and silver ores
This Addendum No. 1, may be executed and delivered in counterparts by the Parties, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute one and the same Addendum, and may be delivered by facsimile or scanned email.
ContractThe Merger Agreement • January 1st, 2008
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
ADDENDUM NO. 5 TO THE MERGER AGREEMENT entered into between SIBANYE GOLD LIMITED and GOLD ONE INTERNATIONAL LIMITED and NEWSHELF 1114 PROPRIETARY LIMITEDThe Merger Agreement • March 24th, 2015 • Sibanye Gold LTD • Gold and silver ores
THE MERGER AGREEMENT The following is a summary of the Merger Agreement, a copy of which is filed as an Exhibit to the Schedule 14D-1 on file with the Commission. Such summary is qualified in its entirety by reference to the Merger Agreement. THE...The Merger Agreement • June 18th, 1997 • Giddings & Lewis Inc /Wi/ • Metalworkg machinery & equipment
THE MERGER AGREEMENT The following is a summary of the Merger Agreement, a copy of which is filed as an Exhibit to the Schedule 14D-1 on file with the Commission. Such summary is qualified in its entirety by reference to the Merger Agreement. THE OFFER. The Merger Agreement provides for the commencement of the Offer no later than five business days after the initial public announcement of Purchaser's intention to commence the Offer. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer is subject, among other things, to the satisfaction of the Minimum Condition. Purchaser and Thyssen have agreed that no change in the Offer may be made which decreases the price per Share payable in the Offer, changes the form of consideration payable in the Offer, reduces the maximum number of Shares to be purchased in the Offer or reduces the Minimum Condition; imposes conditions to the Offer in addition to those set forth in the Merger Agreement, or modifies or amends
ADDENDUM NO. 3 TO THE MERGER AGREEMENT entered into between SIBANYE GOLD LIMITED and GOLD ONE INTERNATIONAL LIMITED and NEWSHELF 1114 PROPRIETARY LIMITED law | tax | forensics | IP | africa edward nathan sonnenbergs incorporated registration number...The Merger Agreement • April 29th, 2014 • Sibanye Gold LTD • Gold and silver ores
ADDENDUM NO. 2 TO THE MERGER AGREEMENT entered into between SIBANYE GOLD LIMITED and GOLD ONE INTERNATIONAL LIMITED and NEWSHELF 1114 PROPRIETARY LIMITED law | tax | forensics | IP | africa edward nathan sonnenbergs incorporated registration number...The Merger Agreement • April 29th, 2014 • Sibanye Gold LTD • Gold and silver ores
Science 37 Holdings, Inc. at $5.75 Net Per Share by Marlin Merger Sub CorporationThe Merger Agreement • February 12th, 2024 • eMed, LLC • Services-commercial physical & biological research
Marlin Merger Sub Corporation, a Delaware corporation (the “Purchaser”) and a wholly-owned subsidiary of eMed, LLC, a limited liability company organized under the laws of the State of Delaware (“Parent”), is making an offer to purchase all outstanding shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of Science 37 Holdings, Inc., a Delaware corporation (“Science 37” or the “Company”), at a price of $5.75 per Share, net to the seller in cash (such price, or any different price per Share as may be paid in the Offer, the “Offer Price”), without interest thereon and subject to any tax withholding, upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). Purchaser is making the Offer pursuant to an Agreement and Plan of Merger, dated as of January 28, 2024 (the “Merger Agreement”), by and amon
AMENDMENT NO. 1 TO THE MERGER AGREEMENTThe Merger Agreement • January 10th, 2023 • Umpqua Holdings Corp • Savings institution, federally chartered
This AMENDMENT NO. 1 (this “Amendment”), dated as of January 9, 2023, to the Agreement and Plan of Merger, dated as of October 11, 2021 (together with the exhibits and schedules thereto, the “Merger Agreement”), by and among Columbia Banking System, Inc., a Washington corporation (“Columbia”), Umpqua Holdings Corporation, an Oregon corporation (“Umpqua”), and Cascade Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Columbia (“Merger Sub”), is made and entered into by and among Columbia, Umpqua and Merger Sub. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
AMENDMENT TO THE MERGER AGREEMENTThe Merger Agreement • May 14th, 2003 • Frontier Oil Corp /New/ • Petroleum refining • Delaware
Reference is made to the Agreement and Plan of Merger dated as of March 30, 2003, among Frontier Oil Corporation, Front Range Himalaya Corporation, Front Range Merger Corporation, Himalaya Merger Corporation and Holly Corporation (the “Merger Agreement”).
