AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Clause Samples
The "Agreement and Plan of Merger and Reorganization" clause serves as the foundational provision that formally establishes the terms and framework for merging two or more entities and reorganizing their corporate structures. This clause typically outlines the parties involved, the structure of the merger, the exchange of shares or assets, and the steps required to complete the transaction. By clearly defining the merger process and the obligations of each party, it ensures that all participants understand their roles and the sequence of events, thereby reducing uncertainty and facilitating a smooth transition during the merger and reorganization process.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION. This Agreement And Plan Of Merger And Reorganization ("Agreement") is made and entered into as of October 14, 2003, by and among: Siebel Systems, Inc., a Delaware corporation ("Parent"); Underground Acquisition Corp., a California corporation ("Merger Sub"); and UpShot Corporation, a California corporation (the "Company"). Certain other capitalized terms used in this Agreement are defined in Exhibit A. Parent, Merger Sub and the Company intend to effect a merger of Merger Sub into the Company (the "Merger") in accordance with this Agreement and the California General Corporation Law (the "CGCL"). Upon consummation of the Merger, Merger Sub will cease to exist, and the Company will become a wholly owned subsidiary of Parent. This Agreement has received the necessary executive approval by Parent and has been approved by the boards of directors of Merger Sub and the Company. Concurrently with the execution of this Agreement, and as a condition and inducement to Parent's willingness to enter into this Agreement, each of the Persons identified in Exhibit B (the "Proxy Shareholders") is entering into a Voting Agreement and Irrevocable Proxy in favor of Parent (the "Voting Agreements and Irrevocable Proxies"). Concurrently with the execution of this Agreement, and as a condition and inducement to Parent's willingness to enter into this Agreement, each of the individuals identified in Exhibit C (the "Key Employees") is entering into a Non-Competition and Non-Solicitation Agreement in favor of Parent.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: Albara Corporation, a Colorado corporation; Leapfrog Smart Products, Inc., a Florida corporation; ___________________________ Dated as of October 22, 1999 ___________________________ EXHIBITS Exhibit Document
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION. This Agreement and Plan of Merger and Reorganization dated as of May 9, 2023 (this “Agreement”) is among Amprius Technologies, Inc., a Delaware corporation (“Pubco”), Combine Merger Sub, Inc., a Delaware corporation (“Merger Sub I”), Combine Merger Sub, LLC, a Delaware limited liability company (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”) and Amprius, Inc., a Delaware corporation (“Holdco”). Capitalized terms used but not defined elsewhere herein have the meanings assigned to them in Section 1.01.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION. This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (the “Agreement”) is made and entered into as of March 30, 2021 by and among HEALTHTECH SOLUTIONS, INC., a Utah corporation (“Buyer”), HLTT ACQUISITION INC., a Delaware corporation and wholly owned subsidiary of Buyer (“Merger Sub”), HEALTHTECH ONCOLOGY, INC., a Delaware corporation ("HoldCo"), and VARIAN BIOPHARMACEUTICALS INC., a Florida corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss, damage or expense shall be deemed to have been sustained by such party to the extent (1) of any tax savings realized by such party with respect thereto, or (2) of any proceeds received or which should have been received by such party from any insurance policies with respect thereto.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION in this Agreement to the contrary, all amounts payable under this Agreement that constitute compensation for U.S. federal income Tax purposes shall be paid through the Company’s or the Surviving Company’s payroll.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION. The Company is not a party to, or bound by, any Tax Sharing Agreement.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION the Company conducts its business, so long as such changes or conditions do not adversely affect the Company in a materially disproportionate manner relative to other similarly situated participants in the industries or markets in which the Company operates; (C) any change in applicable Law or GAAP or interpretation thereof after the date hereof, so long as such changes do not adversely affect the Company in a materially disproportionate manner relative to other similarly situated participants in the industries or markets in which the Company operates; and (D) compliance with the terms of, and taking any action required by, this Agreement, or taking or not taking any actions at the request of, or with the consent of, Parent or Merger Sub.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION. The Parent and Company shall promptly apply for or otherwise seek, and use its reasonable best efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Merger, including those required under the Nevada Revised Statutes. The Company shall use its reasonable best efforts to obtain all necessary consents, waivers and approvals under any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the Nevada Revised Statutes or any other federal or state antitrust or fair trade law.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION. This Agreement and Plan of Merger and Reorganization (this “Agreement”), dated as of November 25, 2015 (the “Execution Date”), is by and among Computer Programs and Systems, Inc., a Delaware corporation (“Parent”), HHI Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), HHI Merger Sub II, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Successor Sub”), Healthland Holding Inc., a Delaware corporation (the “Company”), and AHR Holdings, LLC, a Delaware limited liability company, solely in its capacity as the representative of the Company Securityholders (the “Securityholder Representative”).