Agreement and Plan of Merger Sample Contracts

December 7th, 2021 · Common Contracts · 466 similar
Del Taco Restaurants, Inc.AGREEMENT AND PLAN OF MERGER by and among JACK IN THE BOX INC., EPIC MERGER SUB INC. and DEL TACO RESTAURANTS, INC. December 5, 2021

The Agreement and Plan of Merger (the “Agreement”) contains representations, warranties and covenants that 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 parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.

May 28th, 2021 · Common Contracts · 197 similar
Canadian National Railway CoAGREEMENT AND PLAN OF MERGER by and among CANADIAN NATIONAL RAILWAY COMPANY, BROOKLYN MERGER SUB, INC. and KANSAS CITY SOUTHERN Dated as of May 21, 2021

AGREEMENT AND PLAN OF MERGER, dated as of May 21, 2021 (this “Agreement”), by and among Canadian National Railway Company, a Canadian corporation (“Parent”), Brooklyn Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Kansas City Southern, a Delaware corporation (the “Company”).

September 8th, 2021 · Common Contracts · 135 similar
Kadmon Holdings, Inc.AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (“Agreement”) is made and entered into as of September 7, 2021 (the “Agreement Date”) by and among Sanofi, a French société anonyme (“Parent”), Latour Merger Sub, Inc., a Delaware corporation and wholly owned indirect subsidiary of Parent (“Merger Subsidiary”), and Kadmon Holdings, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Subsidiary and the Company are referred to herein as a “Party” and collectively as the “Parties”. Certain capitalized terms used in this Agreement are defined in Exhibit A.

December 7th, 2017 · Common Contracts · 90 similar
Entellus Medical IncAGREEMENT AND PLAN OF MERGER by and among STRYKER CORPORATION, EXPLORER MERGER SUB CORP. and ENTELLUS MEDICAL, INC., Dated as of December 7, 2017

THIS AGREEMENT AND PLAN OF MERGER, (this “Agreement”), dated as of December 7, 2017, is made by and among Stryker Corporation, a Michigan corporation (“Parent”), Explorer Merger Sub Corp., a Delaware corporation and a direct or indirect wholly owned Subsidiary of Parent (“Merger Sub”), and Entellus Medical, Inc., a Delaware corporation (the “Company”). Defined terms used in this Agreement have the respective meanings ascribed to them herein.

August 29th, 2019 · Common Contracts · 85 similar
Castle Brands IncAGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (this “Agreement”), is entered into as of August 28, 2019, by and among Castle Brands Inc., a Florida corporation (the “Company”), Austin, Nichols & Co., Inc., a Delaware corporation (“Parent”), and Rook Merger Sub, Inc., a Florida corporation wholly owned by Parent (“Merger Sub”). Unless the context otherwise requires, capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 9.01 of this Agreement.

November 4th, 2021 · Common Contracts · 79 similar
SYNAPTICS IncAGREEMENT AND PLAN OF MERGER by and among DSP GROUP, INC., SYNAPTICS INCORPORATED, and OSPREY MERGER SUB, INC. August 30, 2021
December 3rd, 2018 · Common Contracts · 62 similar
TESARO, Inc.AGREEMENT AND PLAN OF MERGER among GLAXOSMITHKLINE PLC, ADRIATIC ACQUISITION CORPORATION and TESARO, INC. Dated as of December 3, 2018

AGREEMENT AND PLAN OF MERGER, dated as of December 3, 2018 (this “Agreement”), among GlaxoSmithKline plc, a public limited company organized under the laws of England and Wales (“Parent”), Adriatic Acquisition Corporation, a Delaware corporation and an indirect wholly-owned Subsidiary of Parent (“Purchaser”), and TESARO, Inc., a Delaware corporation (the “Company”). Parent, Purchaser and the Company are each sometimes referred to herein as a “Party,” and, collectively, as the “Parties.”

January 25th, 2018 · Common Contracts · 56 similar
Us Geothermal IncAGREEMENT AND PLAN OF MERGER
October 18th, 2018 · Common Contracts · 52 similar
Endocyte IncAGREEMENT AND PLAN OF MERGER dated as of October 17, 2018, among NOVARTIS AG, EDINBURGH MERGER CORPORATION and ENDOCYTE, INC.

AGREEMENT AND PLAN OF MERGER dated as of October 17, 2018 (this “Agreement”), by and among Novartis AG, a company organized under the laws of Switzerland (“Parent”), Edinburgh Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Endocyte, Inc., a Delaware corporation (the “Company”). Unless expressly stated otherwise, Parent, Merger Sub and the Company are referred to in this Agreement individually as a “party” and collectively as the “parties”.

November 18th, 2021 · Common Contracts · 46 similar
Dicerna Pharmaceuticals IncAGREEMENT AND PLAN OF MERGER among: NOVO NORDISK A/S, a Danish aktieselskab; NNUS NEW RESEARCH, INC., a Delaware corporation; and DICERNA PHARMACEUTICALS, INC., a Delaware corporation Dated as of November 17, 2021

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 17, 2021, by and among: Novo Nordisk A/S, a Danish aktieselskab (“Parent”); NNUS New Research, Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent (“Purchaser”); and Dicerna Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

September 19th, 2008 · Common Contracts · 45 similar
OCM Principal Opportunities Fund IV, LPAGREEMENT AND PLAN OF MERGER by and among CYANCO HOLDING CORP., CALYPSO ACQUISITION CORP. and NEVADA CHEMICALS, INC. dated as of September 5, 2008

AGREEMENT AND PLAN OF MERGER, dated as of September 5, 2008, by and among Cyanco Holding Corp., a Delaware corporation ("Parent"), Calypso Acquisition Corp., a Utah corporation and direct, wholly owned subsidiary of Parent (the "Purchaser"), and Nevada Chemicals, Inc., a Utah corporation (the "Company"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Section 9.3 hereof.

June 21st, 2016 · Common Contracts · 44 similar
American Science & Engineering, Inc.AGREEMENT AND PLAN OF MERGER by and among OSI SYSTEMS, INC., APPLE MERGER SUB, INC. and AMERICAN SCIENCE AND ENGINEERING, INC. Dated as of June 20, 2016

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of June 20, 2016, by and among OSI Systems, Inc., a Delaware corporation (the “Buyer”), Apple Merger Sub, Inc., a Massachusetts corporation and a wholly owned subsidiary of the Buyer (the “Transitory Subsidiary”), and American Science and Engineering, Inc., a Massachusetts corporation (the “Company”).

June 27th, 2016 · Common Contracts · 38 similar
Gannett Co., Inc.AGREEMENT AND PLAN OF MERGER by and among GANNETT CO., INC., RAPTOR MERGER SUB, INC. and REACHLOCAL, INC. Dated as of June 27, 2016

This AGREEMENT AND PLAN OF MERGER, dated as of June 27, 2016 (this “Agreement”), is made by and among Gannett Co., Inc., a Delaware corporation (the “Parent”), Raptor Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (the “Purchaser”), and ReachLocal, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.

May 5th, 2020 · Common Contracts · 37 similar
EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among ITALMATCH USA CORPORATION, CUYAHOGA MERGER SUB, INC. and DETREX CORPORATION Dated as of November 10, 2017 Page Transaction Expenses.......................................

This AGREEMENT AND PLAN OF MERGER, dated as of November 10, 2017, (this “Agreement”), is made by and among ITALMATCH USA CORPORATION, an Illinois corporation (“Parent”), CUYAHOGA MERGER SUB, INC., a Michigan corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”), and DETREX CORPORATION, a Michigan corporation (the “Company”).

August 10th, 2004 · Common Contracts · 36 similar
U S Restaurant Properties IncAGREEMENT AND PLAN OF MERGER among U.S. Restaurant Properties, Inc., Ivanhoe Acquisition I, LLC and CNL Income Fund, Ltd. dated as of August 9, 2004

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 9, 2004, is by and among U.S. Restaurant Properties, Inc., a Maryland corporation (the “Company”), Ivanhoe Acquisition I, LLC, a Maryland limited liability company (“Acquisition LLC”), and CNL Income Fund, 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.”

May 10th, 2021 · Common Contracts · 34 similar
Extraction Oil & Gas, Inc.AGREEMENT AND PLAN OF MERGER among BONANZA CREEK ENERGY, INC., RAPTOR EAGLE MERGER SUB, INC. and EXTRACTION OIL & GAS, INC. Dated as of May 9, 2021

This AGREEMENT AND PLAN OF MERGER, dated as of May 9, 2021 (this “Agreement”), is entered into by and among Bonanza Creek Energy, Inc., a Delaware corporation (“Parent”), Raptor Eagle Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Extraction Oil & Gas, Inc., a Delaware corporation (the “Company”).

March 31st, 2014 · Common Contracts · 31 similar
Morgans Foods IncAGREEMENT AND PLAN OF MERGER by and among APEX RESTAURANT MANAGEMENT, INC., APEX BRANDS FOODS, INC. and MORGAN’S FOODS, INC. dated as of March 30, 2014

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 30, 2014, by and among Apex Restaurant Management, Inc., a California corporation (“Parent”), Apex Brands Foods, Inc., an Ohio corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Morgan’s Foods, Inc., an Ohio corporation (the “Company”).

November 9th, 2021 · Common Contracts · 31 similar
Zix CorpAGREEMENT AND PLAN OF MERGER by and among OPEN TEXT CORPORATION and ZIX CORPORATION Dated November 7, 2021

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated November 7, 2021, by and among Open Text Corporation, a Canadian corporation (“Parent”), and Zix Corporation, a Texas corporation (the “Company”). Each of Parent, Merger Sub and the Company are 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.

November 9th, 2021 · Common Contracts · 31 similar
Industrial Logistics Properties TrustAGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 5, 2021 AMONG INDUSTRIAL LOGISTICS PROPERTIES TRUST, MAPLE DELAWARE MERGER SUB LLC AND MONMOUTH REAL ESTATE INVESTMENT CORPORATION

This AGREEMENT AND PLAN OF MERGER, dated as of November 5, 2021 (this “Agreement”), is by and among Industrial Logistics Properties Trust, a Maryland real estate investment trust (“Parent”), Maple Delaware Merger Sub LLC, a Delaware 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”).

January 24th, 2020 · Common Contracts · 31 similar
FB Financial CorpAGREEMENT AND PLAN OF MERGER by and among FRANKLIN FINANCIAL NETWORK, INC., FB FINANCIAL CORPORATION and PAISLEY ACQUISITION CORPORATION _____________________

AGREEMENT AND PLAN OF MERGER, dated as of January 21, 2020 (this “Agreement”), by and among Franklin Financial Network, Inc., a Tennessee corporation (the “Company”), FB Financial Corporation, a Tennessee corporation (“Parent”), and Paisley Acquisition Corporation, a Tennessee corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”).

December 2nd, 2021 · Common Contracts · 30 similar
KORE Group Holdings, Inc.AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 12, 2021, by and among Cerberus Telecom Acquisition Corp. (“Acquiror”), a Cayman Islands exempted company, King Pubco, Inc. (“Pubco”), a Delaware corporation and wholly owned subsidiary of Cerberus Telecom Acquisition Holdings, LLC (the “Sponsor”), King Corp Merger Sub, Inc. (“Corp Merger Sub”), a Delaware corporation and direct, wholly owned subsidiary of the Sponsor, King LLC Merger Sub, LLC (“LLC Merger Sub”), a Delaware limited liability company and direct, wholly owned subsidiary of Pubco, and Maple Holdings Inc. (the “Company”), a Delaware corporation. Acquiror, Pubco, Corp Merger Sub, LLC Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.

May 5th, 2020 · Common Contracts · 30 similar
Merger Agreement

On September 20, 2018, Mazor Robotics Ltd. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Given Imaging Ltd., a company organized under the laws of the State of Israel ("Parent 1"), Oridion Medical 1987 Ltd., a company organized under the laws of the State of Israel ("Parent 2"), Oridion Systems Ltd., a company organized under the laws of the State of Israel ("Parent 3"), Covidien Israel Holdings Ltd., a company organized under the laws of the State of Israel ("Parent 4" and together with Parent 1, Parent 2 and Parent 3, collectively and individually, the "Parent", each of which is an indirect subsidiary of Medtronic plc), and Belinom Ltd., a company organized under the laws of the State of Israel and a wholly-owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub will merge (the "Merger") with and into the Company, with the Company surviving as the continuing company in the Merger and becoming wholly owned by

July 18th, 2017 · Common Contracts · 30 similar
Cincinnati Bell IncAGREEMENT AND PLAN OF MERGER Dated as of July 9, 2017, Among HAWAIIAN TELCOM HOLDCO, INC., CINCINNATI BELL INC. and TWIN ACQUISITION CORP.

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of July 9, 2017, among Hawaiian Telcom Holdco, Inc., a Delaware corporation (“Company”), Cincinnati Bell Inc., an Ohio corporation (“Parent”), and Twin Acquisition Corp., a Delaware corporation and a directly wholly owned subsidiary of Parent (“Merger Sub”).

June 29th, 2021 · Common Contracts · 29 similar
New Senior Investment Group Inc.AGREEMENT AND PLAN OF MERGER by and among VENTAS, INC. CADENCE MERGER SUB LLC and NEW SENIOR INVESTMENT GROUP INC. Dated as of June 28, 2021

This AGREEMENT AND PLAN OF MERGER, dated as of June 28, 2021 (this “Agreement”), is by and among VENTAS, INC., a Delaware corporation (“Parent”), CADENCE MERGER SUB LLC, a Delaware limited liability company and subsidiary of Parent (“Merger Sub”), and NEW SENIOR INVESTMENT GROUP INC., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.

September 7th, 2021 · Common Contracts · 27 similar
Columbia Property Trust, Inc.AGREEMENT AND PLAN OF MERGER by and among COLUMBIA PROPERTY TRUST, INC., COLUMBIA PROPERTY TRUST OPERATING PARTNERSHIP, LP, PANTHER MERGER PARENT, INC., and PANTHER MERGER SUB, LLC Dated as of September 7, 2021

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 7, 2021, is by and among Columbia Property Trust, Inc., a Maryland corporation (the “Company”), Columbia Property Trust Operating Partnership, LP, a Delaware limited partnership (“Company OP”), Panther Merger Parent, Inc., a Delaware corporation (“Parent”), and Panther Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”). Each of the Company, Company OP, Parent, and Merger Sub is referred to herein as a “party” and, collectively, the “parties.”

September 17th, 2018 · Common Contracts · 27 similar
China Grand Resorts, Inc.AGREEMENT AND PLAN OF MERGER by and among JACKSAM CORPORATION, JACKSAM ACQUISITION CORP. and CHINA GRAND RESORTS INC. September 14, 2018

THIS AGREEMENT AND PLAN OF MERGER is entered into as of September 14, 2018, by and among China Grand Resorts Inc., a Nevada corporation (“Parent”), Jacksam Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of Parent (“Acquisition Corp.”), and Jacksam Corporation, a Delaware corporation (the “Company”).

September 27th, 2021 · Common Contracts · 26 similar
Kraton CorpAGREEMENT AND PLAN OF MERGER dated as of September 27, 2021 among KRATON CORPORATION, DL CHEMICAL CO., LTD., DLC US HOLDINGS, INC. and DLC US, INC.

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), is entered into as of September 27, 2021, by and among Kraton Corporation, a Delaware corporation (the “Company”), DL Chemical Co., Ltd., a company organized under the laws of the Republic of Korea (“Parent”), DLC US Holdings, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Intermediate Merger Subsidiary”), and DLC US, Inc., a Delaware corporation and a wholly owned Subsidiary of Intermediate Merger Subsidiary (“Merger Subsidiary”).

September 8th, 1999 · Common Contracts · 25 similar
Pioneer Natural Resources Usa IncNOTICE OF SPECIAL MEETINGS OF LIMITED PARTNERS TO BE HELD ON , 1999
September 24th, 2018 · Common Contracts · 25 similar
Command Security CorpAGREEMENT AND PLAN OF MERGER By and Among COMMAND SECURITY CORPORATION, PROSEGUR SIS (USA) INC. and CRESCENT MERGER SUB, INC. Dated as of September 18, 2018

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 18, 2018, among Command Security Corporation, a New York corporation (the “Company”), Prosegur SIS (USA) Inc., a Florida corporation (“Parent”), and Crescent Merger Sub, Inc., a New York corporation and a wholly owned subsidiary of Parent (“Merger Sub,” the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”).

November 18th, 2010 · Common Contracts · 23 similar
Caterpillar IncAGREEMENT AND PLAN OF MERGER among CATERPILLAR INC., BADGER MERGER SUB, INC. and BUCYRUS INTERNATIONAL, INC. dated as of November 14, 2010

AGREEMENT AND PLAN OF MERGER dated as of November 14, 2010 (this “Agreement”), by and among CATERPILLAR INC., a Delaware corporation (“Parent”), BADGER MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), and BUCYRUS INTERNATIONAL, INC., a Delaware corporation (the “Company”).

September 28th, 2017 · Common Contracts · 23 similar
Exa CorpAGREEMENT AND PLAN OF MERGER among DASSAULT SYSTEMES SIMULIA CORP., 3DS ACQUISITION 3 CORP. and EXA CORPORATION Dated as of September 27, 2017

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 27, 2017 (the “Agreement Date”), by and among Dassault Systemes Simulia Corp., a Rhode Island corporation (“Parent”), 3DS Acquisition 3 Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Purchaser”), and Exa Corporation, a Delaware corporation (the “Company”). Each of Parent, Purchaser and the Company are referred to herein as a “Party” and together as “Parties.”

April 11th, 2017 · Common Contracts · 22 similar
Supervalu IncAGREEMENT AND PLAN OF MERGER Among UNIFIED GROCERS, INC., SUPERVALU INC. and WEST ACQUISITION CORPORATION Dated as of April 10, 2017

AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of April 10, 2017, is by and among Unified Grocers, Inc., a California corporation (the “Company”), SUPERVALU INC., a Delaware corporation (“Parent”) and West Acquisition Corporation, a California corporation and a wholly-owned subsidiary of Parent (“Merger Sub,” with the Company and Merger Sub sometimes being hereinafter collectively referred to, together, as the “Constituent Corporations”).

March 23rd, 2021 · Common Contracts · 22 similar
Banc of California, Inc.AGREEMENT AND PLAN OF MERGER dated as of March 22, 2021 by and between BANC OF CALIFORNIA, INC. and PACIFIC MERCANTILE BANCORP

AGREEMENT AND PLAN OF MERGER, dated as of March 22, 2021 (this “Agreement”), by and between Banc of California, Inc., a Maryland corporation (“Parent”), and Pacific Mercantile Bancorp, a California corporation (the “Company”) (collectively hereinafter referred to as the “Parties”).

February 22nd, 2021 · Common Contracts · 22 similar
Forterra, Inc.AGREEMENT AND PLAN OF MERGER among QUIKRETE HOLDINGS, INC. JORDAN MERGER SUB, INC. and FORTERRA, INC. Dated as of February 19, 2021

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 19, 2021, among Quikrete Holdings, Inc., a Delaware corporation (“Parent”), Jordan Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Forterra, Inc., a Delaware corporation (the “Company”).

May 2nd, 2016 · Common Contracts · 21 similar
Opower, Inc.AGREEMENT AND PLAN OF MERGER dated as of May 1, 2016 among OPOWER, INC., OC ACQUISITION LLC, OLYMPUS II ACQUISITION CORPORATION and ORACLE CORPORATION

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of May 1, 2016 among Opower, Inc., a Delaware corporation (the “Company”), OC Acquisition LLC, a Delaware limited liability company (“Parent”), and Olympus II Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”). Oracle Corporation, a Delaware corporation (“Ultimate Parent”), is a party to this Agreement for purposes of Section 3.06, Section 10.07, Section 10.08 and Section 10.15.