EX-99.1 2 dex991.htm AGREEMENT AND PLAN OF MERGER [Execution Copy] AGREEMENT AND PLAN OF MERGER among GENERAL ELECTRIC COMPANY, CRANE MERGER SUB, INC. and CLARIENT, INC. Dated as of October 22, 2010 Page Page AGREEMENT AND PLAN OF MERGERMerger Agreement • May 5th, 2020 • Delaware
Contract Type FiledMay 5th, 2020 JurisdictionThis AGREEMENT AND PLAN OF MERGER is dated as of October 22, 2010 (this “Agreement”) and is by and among General Electric Company, a New York corporation (“Parent”), Crane Merger Sub, Inc., a Delaware corporation and an indirect, wholly-owned Subsidiary of Parent (the “Purchaser”), and Clarient, 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.
EX-2.1 2 dex21.htm AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER BY AND AMONG QUEST DIAGNOSTICS INCORPORATED, SPARK ACQUISITION CORPORATION AND CELERA CORPORATION DATED AS OF MARCH 17, 2011 Page ANNEX I – Conditions to the Offer EXHIBIT A...Merger Agreement • May 5th, 2020 • Delaware
Contract Type FiledMay 5th, 2020 JurisdictionTHIS AGREEMENT AND PLAN OF MERGER, dated as of March 17, 2011 (this “Agreement”), is entered into by and among Quest Diagnostics Incorporated, a Delaware corporation (“Parent”), Spark Acquisition Corporation, a Delaware corporation and a wholly owned Subsidiary of Parent (the “Purchaser”) and Celera Corporation, a Delaware corporation (the “Company”). Each of Parent, the Purchaser and the Company are referred to herein as a “Party” and together as “Parties.”
AGREEMENT AND PLAN OF MERGER among TEXTRON INC., ACES ACQUISITION CORP. and ARCTIC CAT INC. Dated as of January 24, 2017Merger Agreement • January 25th, 2017 • Arctic Cat Inc • Miscellaneous transportation equipment • Delaware
Contract Type FiledJanuary 25th, 2017 Company Industry JurisdictionAGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 24, 2017 (the “Agreement Date”), among Textron Inc., a Delaware corporation (“Parent”), Aces Acquisition Corp., a Minnesota corporation and an indirect wholly owned subsidiary of Parent (“Purchaser”), and Arctic Cat Inc., a Minnesota corporation (the “Company”). Each of Parent, Purchaser and the Company are referred to herein as a “Party” and together as “Parties.”
AGREEMENT AND PLAN OF MERGER among BGI-Shenzhen, Beta Acquisition Corporation and Complete Genomics, Inc. Dated as of September 15, 2012Merger Agreement • November 13th, 2012 • Complete Genomics Inc • Services-commercial physical & biological research • Delaware
Contract Type FiledNovember 13th, 2012 Company Industry JurisdictionAGREEMENT AND PLAN OF MERGER, dated as of September 15, 2012 (this “Agreement”), by and among BGI-Shenzhen, a company organized under the laws of the People’s Republic of China (“Parent”), Beta Acquisition Corporation, a Delaware corporation and a wholly-owned Subsidiary of Parent (the “Purchaser”), and Complete Genomics, 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.
AGREEMENT AND PLAN OF MERGER among BGI-Shenzhen, Beta Acquisition Corporation and Complete Genomics, Inc. Dated as of September 15, 2012Merger Agreement • September 17th, 2012 • Complete Genomics Inc • Services-commercial physical & biological research • Delaware
Contract Type FiledSeptember 17th, 2012 Company Industry JurisdictionAGREEMENT AND PLAN OF MERGER, dated as of September 15, 2012 (this “Agreement”), by and among BGI-Shenzhen, a company organized under the laws of the People’s Republic of China (“Parent”), Beta Acquisition Corporation, a Delaware corporation and a wholly-owned Subsidiary of Parent (the “Purchaser”), and Complete Genomics, 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.
AGREEMENT AND PLAN OF MERGER among GTCR GRIDLOCK HOLDINGS (CAYMAN), L.P., GTCR GRIDLOCK HOLDINGS, INC., GTCR GRIDLOCK ACQUISITION SUB, INC. and GLOBAL TRAFFIC NETWORK, INC. Dated as of August 2, 2011Merger Agreement • August 3rd, 2011 • Global Traffic Network, Inc. • Services-miscellaneous business services • Nevada
Contract Type FiledAugust 3rd, 2011 Company Industry JurisdictionAGREEMENT AND PLAN OF MERGER, dated as of August 2, 2011 (this “Agreement”), by and among GTCR Gridlock Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership (“Parent”) acting by its general partner, GTCR Gridlock Partners, Ltd., a Cayman Islands limited company, GTCR Gridlock Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“U.S. Parent”), GTCR Gridlock Acquisition Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of U.S. Parent (the “Purchaser”), and Global Traffic Network, Inc., a Nevada 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 indicates otherwise.
AGREEMENT AND PLAN OF MERGER between PPR S.A., TRANSFER HOLDING, INC. and VOLCOM, INC. dated as of MAY 2, 2011Merger Agreement • May 4th, 2011 • Volcom Inc • Apparel & other finishd prods of fabrics & similar matl • Delaware
Contract Type FiledMay 4th, 2011 Company Industry JurisdictionThis AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated May 2, 2011, is by and among PPR S.A., a “société anonyme à conseil d’administration” (a corporation with a board of directors) organized under the laws of France (“Parent”), TRANSFER HOLDING, INC., a Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent (“Purchaser”), and Volcom, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meaning ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise.
AGREEMENT AND PLAN OF MERGER BY AND AMONG QUEST DIAGNOSTICS INCORPORATED, SPARK ACQUISITION CORPORATION AND CELERA CORPORATION DATED AS OF MARCH 17, 2011Merger Agreement • March 18th, 2011 • Celera CORP • Services-commercial physical & biological research • Delaware
Contract Type FiledMarch 18th, 2011 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER, dated as of March 17, 2011 (this “Agreement”), is entered into by and among Quest Diagnostics Incorporated, a Delaware corporation (“Parent”), Spark Acquisition Corporation, a Delaware corporation and a wholly owned Subsidiary of Parent (the “Purchaser”) and Celera Corporation, a Delaware corporation (the “Company”). Each of Parent, the Purchaser and the Company are referred to herein as a “Party” and together as “Parties.”
AGREEMENT AND PLAN OF MERGER among GENERAL ELECTRIC COMPANY, CRANE MERGER SUB, INC. and CLARIENT, INC. Dated as of October 22, 2010Merger Agreement • November 1st, 2010 • General Electric Co • Electronic & other electrical equipment (no computer equip) • Delaware
Contract Type FiledNovember 1st, 2010 Company Industry JurisdictionThis AGREEMENT AND PLAN OF MERGER is dated as of October 22, 2010 (this “Agreement”) and is by and among General Electric Company, a New York corporation (“Parent”), Crane Merger Sub, Inc., a Delaware corporation and an indirect, wholly-owned Subsidiary of Parent (the “Purchaser”), and Clarient, 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.
AGREEMENT AND PLAN OF MERGER among GENERAL ELECTRIC COMPANY, CRANE MERGER SUB, INC. and CLARIENT, INC. Dated as of October 22, 2010Merger Agreement • October 22nd, 2010 • Clarient, Inc • Services-medical laboratories • Delaware
Contract Type FiledOctober 22nd, 2010 Company Industry JurisdictionThis AGREEMENT AND PLAN OF MERGER is dated as of October 22, 2010 (this “Agreement”) and is by and among General Electric Company, a New York corporation (“Parent”), Crane Merger Sub, Inc., a Delaware corporation and an indirect, wholly-owned Subsidiary of Parent (the “Purchaser”), and Clarient, 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.
AGREEMENT AND PLAN OF MERGER AMONG UNITED STATES SURGICAL CORPORATION COVIDIEN DE CORP. AND SOMANETICS CORPORATION Dated as of June 16, 2010Merger Agreement • June 25th, 2010 • Somanetics Corp • Electromedical & electrotherapeutic apparatus • Delaware
Contract Type FiledJune 25th, 2010 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of June 16, 2010 is among United States Surgical Corporation (“Parent”), a Delaware corporation, Covidien DE Corp. (“Sub”), a newly-formed Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent, and Somanetics Corporation (the “Company”), a Michigan corporation.
AGREEMENT AND PLAN OF MERGER AMONG UNITED STATES SURGICAL CORPORATION COVIDIEN DELAWARE CORP. AND POWER MEDICAL INTERVENTIONS, INC. Dated as of July 28, 2009Merger Agreement • August 10th, 2009 • Covidien Delaware Corp. • Surgical & medical instruments & apparatus • Delaware
Contract Type FiledAugust 10th, 2009 Company Industry Jurisdiction
AGREEMENT AND PLAN OF MERGER between JOHNSON & JOHNSON, KITE MERGER SUB, INC. and COUGAR BIOTECHNOLOGY, INC. dated as of May 21, 2009Merger Agreement • May 26th, 2009 • Cougar Biotechnology, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledMay 26th, 2009 Company Industry JurisdictionThis AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of May 21, 2009, is by and among Johnson & Johnson, a New Jersey corporation (“Parent”), Kite Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and Cougar Biotechnology, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meaning ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise.
AGREEMENT AND PLAN OF MERGER AMONG COVIDIEN GROUP S.A.R.L. COVIDIEN DELAWARE CORP. AND VNUS MEDICAL TECHNOLOGIES, INC. Dated as of May 7, 2009Merger Agreement • May 18th, 2009 • Covidien Group S.a.r.l. • Electromedical & electrotherapeutic apparatus • Delaware
Contract Type FiledMay 18th, 2009 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of May 7, 2009 is among Covidien Group S.a.r.l. (“Parent”), a Luxembourg company, Covidien Delaware Corp. (“Sub”), a newly-formed Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent, and VNUS Medical Technologies, Inc. (the “Company”), a Delaware corporation.