Agreement and Plan of Merger Sample Contracts
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 11th, 2009 • Meridian Interstate Bancorp Inc • Savings institutions, not federally chartered • Massachusetts
AMENDED AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger • November 5th, 2010 • Tombstone Technologies, Inc. • Commercial printing • Colorado
EXHIBIT 99.3 On March 26, 2007, pursuant to the terms of the Agreement and Plan of Merger, dated as of February 9, 2007, by and among BMCA Acquisition Inc. ("Parent"), BMCA Acquisition Sub Inc. ("Purchaser"), an indirect wholly-owned subsidiary of...Agreement and Plan of Merger • June 11th, 2007 • Building Materials Corp of America • Asphalt paving & roofing materials
datedAgreement and Plan of Merger • January 27th, 2004 • Keystone Marketing Services Inc • Pennsylvania
AGREEMENT AND PLAN OF MERGER Amendment No. 1Agreement and Plan of Merger • December 9th, 2004 • CNL Income Fund Iv LTD • Real estate • Maryland
THIS AGREEMENT AND PLAN OF MERGER Amendment No. 1 (this “Amendment”), dated as of December 7, 2004, is by and among U.S. Restaurant Properties, Inc., a Maryland corporation (the “Company”), Ivanhoe Acquisition IV, LLC, a Maryland limited liability company (“Acquisition LLC”), and CNL Income Fund IV, Ltd., a Florida limited partnership (the “Fund”). The Company, Acquisition LLC, and the Fund are referred to collectively herein as the “Parties” and individually as a “Party”
by and amongAgreement and Plan of Merger • March 2nd, 2005 • Novartis Ag • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER BY AND AMONGAgreement and Plan of Merger • February 21st, 2025 • AIRO Group Holdings, Inc. • Aircraft • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 6, 2021, is entered into by and among Aspen Avionics, Inc., a Delaware corporation (“Target Company”), John Uczekaj, an individual solely in his capacity as Target Representative (“Target Representative”), AIRO Group Holdings, Inc. (“Holdings”), a newly-incorporated Delaware corporation, AIRO Group, Inc. a Delaware corporation and wholly owned subsidiary of Holdings (“AIRO Group”), and Aspen Merger Sub, Inc., a newly-incorporated Delaware corporation (“Merger Sub” and together with Target Company, Target Representative and Holdings, each a “Party” and collectively the “Parties”).
FINAL AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 20th, 2007 • Echo Healthcare Acquisition Corp. • Blank checks • Delaware
Agreement and Plan of MergerAgreement and Plan of Merger • March 14th, 2025 • Radius Recycling, Inc. • Wholesale-misc durable goods • Oregon
This AGREEMENT AND PLAN OF MERGER, dated as of March 13, 2025 (this “Agreement”), is entered into by and among Toyota Tsusho America, Inc., a New York corporation (“Parent”), TAI Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Radius Recycling, Inc., an Oregon corporation (the “Company”). Parent, Merger Sub, and the Company are referred to herein as the “Parties” and each, a “Party.”
AmongAgreement and Plan of Merger • December 5th, 2006 • Credit Suisse/ • Motor vehicle parts & accessories • Delaware
AGREEMENT AND PLAN OF MERGER among MLB ADVANCED MEDIA, L.P. MLBAM ACQUISITION CORP. and TICKETS.COM, INC. dated as of February 14, 2005Agreement and Plan of Merger • February 15th, 2005 • Tickets Com Inc • Services-amusement & recreation services • New York
AGREEMENT AND PLAN OF MERGER among: Chimerix, Inc., a Delaware corporation; Jazz Pharmaceuticals Public Limited Company, an Irish public limited company; and Pinetree Acquisition Sub, Inc., a Delaware corporation Dated as of March 4, 2025 Section 1...Agreement and Plan of Merger • March 5th, 2025 • Chimerix Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of March 4, 2025, by and among: Jazz Pharmaceuticals Public Limited Company, an Irish public limited company (“Parent”); Pinetree Acquisition Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Purchaser”); and Chimerix, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 20th, 2025 • Arogo Capital Acquisition Corp. • Services-prepackaged software • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of February 14, 2025 (the “Effective Date”) by and among (i) Arogo Capital Acquisition Corp., a company incorporated in Delaware (together with its successors, the “Purchaser”), (ii) BTL Merger (Cayman) Ltd., a to-be-formed Cayman Islands exempted company, and a wholly-owned subsidiary of the Company upon execution of a joinder thereto (“Merger Sub”), (iii) Singto, LLC, a Delaware limited liability company in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Security Holders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) BTL Holdings (Cayman) Limited, upon execution of a joinder agreement to become party to this Agreement (a “Joinder”), a to-be-formed Caym
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 3rd, 2019 • MedAmerica Properties Inc. • Real estate
This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV West Broad Investors LLC, a Maryland limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica Properties Inc., a Delaware corporation (“MAMP”), and BSV West Broad Merger Sub LLC, a Maryland limited liability company (“Merger Sub”), is made and entered into effective as of November 27, 2019, by and among the Company, the Operating Partnership, MAMP and Merger Sub (collectively, the “Parties”).
July 16, 2004Agreement and Plan of Merger • July 16th, 2004 • Allbritton Barbara B • Delaware
BY AND AMONGAgreement and Plan of Merger • January 9th, 2002 • D&e Communications Inc • Telephone communications (no radiotelephone) • Pennsylvania
EXHIBIT 1 ===================================================================== =========== AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 25th, 2001 • Blum Capital Partners Lp • Real estate • Delaware
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the authorized officers of the parties hereto on the date first above written. CENTRAL PARKING CORPORATION By: /s/ Monroe J. Carell, Jr. Name: Monroe J. Carell, Jr. Title:...Agreement and Plan of Merger • March 29th, 1999 • Aew L P • Services-automotive repair, services & parking
EXHIBIT 2 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 11th, 2005 • Santos International Holdings Pty Ltd. • Crude petroleum & natural gas • Texas
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AMONG SILVA BAY INTERNATIONAL, INC., SSS ACQUISITION COMPANY, AND SPECTRUM SCIENCES & SOFTWARE, INC.Agreement and Plan of Merger • August 20th, 2003 • Spectrum Sciences & Software Holdings Inc • Services-facilities support management services
EXHIBIT 99.1 SAGUARO ACQUISITION CORP. 4201 NORTH 24TH STREET, SUITE 100 PHOENIX, ARIZONA 85016 December 30, 2004 VIA FACSIMILE AND FEDERAL EXPRESS UniSource Energy Corporation UniSource Energy Tower One South Church Avenue Tucson, Arizona 85701...Agreement and Plan of Merger • December 30th, 2004 • Tucson Electric Power Co • Electric services • Delaware
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 19th, 2023 • Camber Energy, Inc. • Crude petroleum & natural gas • Nevada
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of April 18, 2023 (the “Effective Date”), by and between Viking Energy Group, Inc., a Nevada corporation (“Viking”), and Camber Energy, Inc., a Nevada corporation (“Camber” and together with Viking, the “Parties”), and amends that certain Agreement and Plan of Merger, dated as of February 15, 2021, by and between Viking and Camber (the “Merger Agreement”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among TEAMSPORT PARENT LIMITED, TEAMSPORT BIDCO LIMITED and EHI CAR SERVICES LIMITED Dated as of February 18, 2019Agreement and Plan of Merger • February 26th, 2019 • Ctrip Investment Holding Ltd. • Services-auto rental & leasing (no drivers) • New York
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 18, 2019 (the “Amended Execution Date”), among Teamsport Parent Limited, an exempted company with limited liability incorporated under the Law of the Cayman Islands (“Parent”), Teamsport Bidco Limited, an exempted company with limited liability incorporated under the Law of the Cayman Islands and a wholly-owned Subsidiary of Parent (“Merger Sub”), and eHi Car Services Limited, an exempted company with limited liability incorporated under the Law of the Cayman Islands (the “Company”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 3rd, 2019 • MedAmerica Properties Inc. • Real estate
This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV Cromwell Parent LLC, a Maryland limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica Properties Inc., a Delaware corporation (“MAMP”), and BSV Cromwell Merger Sub LLC, a Maryland limited liability company (“Merger Sub”), is made and entered into effective as of November 27, 2019, by and among the Company, the Operating Partnership, MAMP and Merger Sub (collectively, the “Parties”).
AGREEMENT AND PLAN OF MERGER by and among HERC HOLDINGS INC., HR MERGER SUB INC. and H&E EQUIPMENT SERVICES, INC. Dated as of February 19, 2025Agreement and Plan of Merger • February 20th, 2025 • Herc Holdings Inc • Services-miscellaneous equipment rental & leasing • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 19, 2025, by and among Herc Holdings Inc., a Delaware corporation (“Parent”), HR Merger Sub Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”, and together with Parent, the “Buyer Parties”), and H&E Equipment Services, Inc., a Delaware corporation (the “Company”). Each of the Company, Parent and Merger Sub is sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.
EXHIBIT 8.3 February 21, 2002 Dycom Industries, Inc. 4440 PGA Boulevard, Suite 500 Palm Beach Gardens, Florida 33410 Agreement and Plan of Merger among Dycom Industries, Inc., Troy Acquisition Corp. and Arguss Communications, Inc. dated as of January...Agreement and Plan of Merger • February 27th, 2002 • Dycom Industries Inc • Water, sewer, pipeline, comm & power line construction
WITNESSETH:Agreement and Plan of Merger • March 17th, 2003 • United Natural Foods Inc • Wholesale-groceries, general line • Delaware
AMONGAgreement and Plan of Merger • May 17th, 2002 • Balanced Care Corp • Services-nursing & personal care facilities • New York
andAgreement and Plan of Merger • July 2nd, 2001 • Aircraft Service International Group Inc • Airports, flying fields & airport terminal services • Delaware
BY AND AMONGAgreement and Plan of Merger • May 9th, 2005 • Compuware Corp • Services-prepackaged software • Delaware
betweenAgreement and Plan of Merger • February 14th, 2005 • PNC Financial Services Group Inc • National commercial banks • Delaware
EXHIBIT 2.1 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 18th, 2002 • Liquid Audio Inc • Services-computer integrated systems design • Delaware
AMONGAgreement and Plan of Merger • April 26th, 2004 • Loehmanns Holdings Inc • Retail-women's clothing stores • Delaware
AGREEMENT AND PLAN OF MERGER by and among ENERGY TRANSFER LP, NAUTILUS MERGER SUB LLC and SEMGROUP CORPORATION Dated as of September 15, 2019Agreement and Plan of Merger • September 16th, 2019 • Energy Transfer LP • Natural gas transmission • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 15, 2019, is by and among Energy Transfer LP, a Delaware limited partnership (“Parent”), Nautilus Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub”), and SemGroup Corporation, a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER among TRIBUNE MEDIA COMPANY, NEXSTAR MEDIA GROUP, INC. and TITAN MERGER SUB, INC. Dated as of November 30, 2018Agreement and Plan of Merger • December 4th, 2018 • Tribune Media Co • Television broadcasting stations • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 30, 2018, among Tribune Media Company, a Delaware corporation (the “Company”), Nexstar Media Group, Inc., a Delaware corporation (“Parent”), and Titan Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Company, Parent and Merger Sub are referred to individually as a “Party” and collectively as “Parties”.