Merger and Share Exchange Agreement Sample Contracts
SECOND AMENDMENT TO THE MERGER AND SHARE EXCHANGE AGREEMENTMerger and Share Exchange Agreement • May 2nd, 2014 • Glori Energy Inc. • Crude petroleum & natural gas
This Second Amendment to the Merger and Share Exchange Agreement (this “Amendment”) is made and entered into as of March 20, 2014 by and among Infinity Cross Border Acquisition Corporation, a British Virgin Islands business company with limited liability (the “Parent”), Glori Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Parent (the “Purchaser”), Glori Merger Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of the Purchaser (“Merger Sub”), Infinity-C.S.V.C. Management Ltd. in its capacity as the representative as further described in the Agreement (as defined below) (the “INXB Representative”), and Glori Energy Inc., a Delaware corporation (the “Company”). The Parent, the Purchaser, Merger Sub, the INXB Representative and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings assigned to
MERGER AND SHARE EXCHANGE AGREEMENTMerger and Share Exchange Agreement • May 2nd, 2014 • Glori Energy Inc. • Crude petroleum & natural gas • New York
This Merger and Share Exchange Agreement (this “Agreement”) is made and entered into as of January 8, 2014 by and among Infinity Cross Border Acquisition Corporation, a British Virgin Islands business company with limited liability (the “Parent”), Glori Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Parent (the “Purchaser”), Glori Merger Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of the Purchaser (“Merger Sub”), Infinity-C.S.V.C. Management Ltd. in its capacity as the representative from and after the Transaction Effective Time (as defined below) for the stockholders of the Purchaser as of immediately prior to the Transaction Effective Time in accordance with the terms and conditions of this Agreement (the “INXB Representative”), and Glori Energy Inc., a Delaware corporation (the “Company”). The Parent, the Purchaser, Merger Sub, the INXB Representative and the Company are sometimes referred to herein individually as a “Party” and
MERGER AND SHARE EXCHANGE AGREEMENT dated August 13, 2013 by and among BGS Acquisition Corp., a British Virgin Islands business company with limited liability, as the Parent, BGS Acquisition Subsidiary, Inc., a Delaware corporation, as the Purchaser,...Merger and Share Exchange Agreement • August 23rd, 2013 • BGS Acquisition Corp. • Blank checks • New York
This AMENDED AND RESTATED MERGER AND SHARE EXCHANGE AGREEMENT (the “Agreement”), dated as of August 13, 2013 (the “Signing Date”), by and among BGS Acquisition Corp., a British Virgin Islands business company with limited liability (the “Parent”), BGS Acquisition Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (the “Purchaser”), BGS Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of Purchaser (“Merger Sub”), Black Diamond Holdings LLC, a Colorado limited liability company (the “Company”), Black Diamond Financial Group, LLC, a Delaware limited liability company, the manager of the Company (the “Manager”), TransnetYX Holding Corp., a Delaware corporation (the “Target”).
FIRST AMENDMENT TO THE MERGER AND SHARE EXCHANGE AGREEMENTMerger and Share Exchange Agreement • April 18th, 2014 • Glori Energy Inc. • Crude petroleum & natural gas
This First Amendment to the Merger and Share Exchange Agreement (this “Amendment”) is made and entered into as of February 20, 2014 by and among Infinity Cross Border Acquisition Corporation, a British Virgin Islands business company with limited liability (the “Parent”), Glori Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Parent (the “Purchaser”), Glori Merger Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of the Purchaser (“Merger Sub”), Infinity-C.S.V.C. Management Ltd. in its capacity as the representative as further described in the Agreement (as defined below) (the “INXB Representative”), and Glori Energy Inc., a Delaware corporation (the “Company”). The Parent, the Purchaser, Merger Sub, the INXB Representative and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings assigned
FIRST AMENDMENT TO THE MERGER AND SHARE EXCHANGE AGREEMENTMerger and Share Exchange Agreement • February 27th, 2014 • Infinity Cross Border Acquisition Corp • Blank checks
This First Amendment to the Merger and Share Exchange Agreement (this “Amendment”) is made and entered into as of February 20, 2014 by and among Infinity Cross Border Acquisition Corporation, a British Virgin Islands business company with limited liability (the “Parent”), Glori Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Parent (the “Purchaser”), Glori Merger Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of the Purchaser (“Merger Sub”), Infinity-C.S.V.C. Management Ltd. in its capacity as the representative as further described in the Agreement (as defined below) (the “INXB Representative”), and Glori Energy Inc., a Delaware corporation (the “Company”). The Parent, the Purchaser, Merger Sub, the INXB Representative and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings assigned
Delta Corp Holdings Limited Suite 3016, The Leadenhall Building London EC3V 4AB, United KingdomMerger and Share Exchange Agreement • February 16th, 2024 • DELTA CORP. HOLDINGS LTD • Local & suburban transit & interurban hwy passenger trans • New York
Reference is hereby made to that certain Merger and Share Exchange Agreement, dated as of September 29, 2022 (as it may be amended, supplemented and/or restated from time to time in accordance with its terms, the “Transaction Agreement”), by and among (i) Delta Corp Holdings Limited, a company incorporated in England and Wales (together with its successors and assigns, “Delta”), (ii) Delta Corp Holdings Limited, a Cayman Islands exempted company (“Pubco”), (iii) CHC Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Pubco, (iv) Coffee Holding Co., Inc., a Nevada corporation (the “Company”), and (v) each of the holders of outstanding capital stock of Delta named on Annex I thereto. Any capitalized term used but not otherwise defined in this letter agreement (this “Letter”) shall have the meaning ascribed to such term in the Transaction Agreement.
AMENDMENT NO. 2 TO MERGER AND SHARE EXCHANGE AGREEMENTMerger and Share Exchange Agreement • January 4th, 2024 • Coffee Holding Co Inc • Miscellaneous food preparations & kindred products
This AMENDMENT NO. 2 TO MERGER AND SHARE EXCHANGE AGREEMENT (this “Amendment”) is made and entered into as of January 4, 2024 with effect from December 31, 2023, by and among (i) Delta Corp Holdings Limited, a company incorporated in England and Wales (together with its successors and assigns, “Delta”), (ii) Delta Corp Holdings Limited, a Cayman Islands exempted company (“Pubco”), (iii) CHC Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Pubco (“Merger Sub”), (iv) Coffee Holding Co., Inc., a Nevada corporation (“CHC”), and (v) each of the shareholders of Delta named on the signature pages hereto (collectively, the “Sellers”). Delta, Pubco, Merger Sub, CHC and the Sellers are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Any capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement (as defined below).
AMENDMENT NO. 1 TO MERGER AND SHARE EXCHANGE AGREEMENTMerger and Share Exchange Agreement • July 3rd, 2023 • Coffee Holding Co Inc • Miscellaneous food preparations & kindred products
This AMENDMENT NO. 1 TO MERGER AND SHARE EXCHANGE AGREEMENT (this “Amendment”) is made and entered into as of June 29, 2023, by and among (i) Delta Corp Holdings Limited, a company incorporated in England and Wales (together with its successors and assigns, “Delta”), (ii) Delta Corp Holdings Limited, a Cayman Islands exempted company (“Pubco”), (iii) CHC Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Pubco (“Merger Sub”), (iv) Coffee Holding Co., Inc., a Nevada corporation (“CHC”), and (v) each of the holders of outstanding capital stock of Delta named on the signature pages hereto (collectively, the “Sellers”). Delta, Pubco, Merger Sub, CHC and the Sellers are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Any capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement (as defined below).
MERGER AND SHARE EXCHANGE AGREEMENT among: DR ASHLEYS LIMITED; IMPACT BIOMEDICAL INC.; DR ASHLEYS NEVADA SUB, INC.; DR ASHLEYS BIO LABS LIMITED; and DR ASHLEYS SHAREHOLDER Dated as of June 21, 2025Merger and Share Exchange Agreement • June 23rd, 2025 • Impact Biomedical Inc. • Pharmaceutical preparations • New York
THIS MERGER AND SHARE EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of June 20, 2025, by and among Dr Ashleys Limited, a Cayman Islands exempted company limited by shares (“PubCo”), Impact BioMedical, Inc., a Nevada corporation (“Impact”), Dr Ashleys Nevada Sub, Inc., a Nevada corporation (“Merger Sub”), Dr Ashleys Bio Labs Limited, a Cayman Islands exempted company limited by shares, and Kanans Visvanats (a.k.a. Kannan Vishwanatth), a Latvian national, solely in his capacity as the sole shareholder of the Company (as defined below) ( “Dr Ashleys Shareholder”). Certain capitalized terms used in this Agreement are defined in Section 1.
MERGER AND SHARE EXCHANGE AGREEMENT dated August 24, 2012 by and among China VantagePoint Acquisition Company, a Cayman Islands company,Merger and Share Exchange Agreement • August 30th, 2012 • China VantagePoint Acquisition Co • Blank checks • New York
This MERGER AND SHARE EXCHANGE AGREEMENT (the “Agreement”), dated as of August 24, 2012 (the “Signing Date”), by and among China VantagePoint Acquisition Company, a Cayman Islands company (the “Parent”), BDH Acquisition Corp., a Delaware Corporation and a wholly-owned subsidiary of Parent (the “Purchaser”), Black Diamond Holdings LLC, a Colorado limited liability company (the “Company”), the Class A members of the Company listed on Schedule I (each a “Class A Member” and collectively the “Class A Members”), the Preferred Members of the Company listed on Schedule I (each a “Preferred Member” and collectively the “Preferred Members”), and Black Diamond Financial Group, LLC, a Delaware limited liability company, the manager of the Company (the “Manager”).
MERGER AND SHARE EXCHANGE AGREEMENT dated September 4, 2015 by and among Future Healthcare of America, a Wyoming corporation, as the Parent, F3 Acquisition Subsidiary, Inc., a California corporation, as the Acquisition Subsidiary, F3 & Associates,...Merger and Share Exchange Agreement • September 8th, 2015 • Future Healthcare of America • Services-home health care services • California
This MERGER AND SHARE EXCHANGE AGREEMENT (the “Agreement”), dated as of September 4, 2015 (the “Signing Date”), by and among Future Healthcare of America, a Wyoming corporation (the “Parent”), F3 Acquisition Subsidiary, Inc., a California corporation and a wholly owned subsidiary of Parent (the “Acquisition Subsidiary”), and F3 & Associates, Inc., a California corporation (the “Company”).
MERGER AND SHARE EXCHANGE AGREEMENT dated March 25, 2015 by and among Asta Holdings, Corp., a Nevada corporation, as the Parent, CSA Acquisition Subsidiary, LLC, a Colorado limited liability company, as the Acquisition Subsidiary, CSA LLC, a Colorado...Merger and Share Exchange Agreement • March 26th, 2015 • Asta Holdings, Corp. • Ship & boat building & repairing • Colorado
This MERGER AND SHARE EXCHANGE AGREEMENT (the "Agreement"), dated as of March 25, 2015 (the "Signing Date"), by and among Asta Holdings, Corp., a Nevada corporation (the "Parent"), CSA Acquisition Subsidiary, LLC, a Colorado limited liability company and a wholly owned subsidiary of Parent (the "Acquisition Subsidiary"), and CSA LLC, a Colorado limited liability company (the "Company").
MERGER AND SHARE EXCHANGE AGREEMENT by and among Delta Corp Holdings LIMITED, as Delta, DELTA CORP HOLDINGS LIMITED, as Pubco, KAVL MERGER SUB INC., as Merger Sub, KAIVAL BRANDS INNOVATIONS GROUP, INC., as KAVL and THE SHAREHOLDERS OF DELTA NAMED...Merger and Share Exchange Agreement • September 27th, 2024 • Kaival Brands Innovations Group, Inc. • Retail-nonstore retailers • New York
This MERGER AND SHARE EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of September 23, 2024, by and among (i) Delta Corp Holdings Limited, a company incorporated in England and Wales (together with its successors and assigns, “Delta”), (ii) Delta Corp Holdings Limited, a Cayman Islands exempted company (“Pubco”), (iii) KAVL Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Pubco (“Merger Sub”), (iv) Kaival Brands Innovations Group, Inc., a Delaware corporation (“KAVL”), and (v) each of the holders of outstanding capital stock of Delta named on Annex I hereto (collectively, the “Sellers”). Delta, Pubco, Merger Sub, KAVL and the Sellers are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed thereto in Article XIII hereof.
MERGER AND SHARE EXCHANGE AGREEMENT dated June 26, 2013 by and among BGS Acquisition Corp., a British Virgin Islands business company with limited liability, as the Parent, BGS Acquisition Subsidiary, Inc., a Delaware corporation, as the Purchaser,...Merger and Share Exchange Agreement • September 6th, 2013 • BGS Acquisition Subsidiary, Inc. • New York
This MERGER AND SHARE EXCHANGE AGREEMENT (the “Agreement”), dated as of June 26, 2013 (the “Signing Date”), by and among BGS Acquisition Corp., a British Virgin Islands business company with limited liability (the “Parent”), BGS Acquisition Subsidiary, Inc., a Delaware Corporation and a wholly owned subsidiary of Parent (the “Purchaser”), Black Diamond Holdings LLC, a Colorado limited liability company (the “Company”), the Class A members of the Company listed on Schedule I (each a “Class A Member” and collectively the “Class A Members”), the Preferred Members of the Company (each a “Preferred Member” and collectively the “Preferred Members”) identified on Schedule I as the “Exchanging Preferred Members” (the “Exchanging Preferred Members”), and Black Diamond Financial Group, LLC, a Delaware limited liability company, the manager of the Company (the “Manager”).
MERGER AND SHARE EXCHANGE AGREEMENT This MERGER AND SHARE EXCHANGE AGREEMENT (the "AGREEMENT") is entered into as of January 11, 2007, by and among Strategic Gaming Investments, Inc., a Delaware corporation (hereinafter referred to as the "SGME"), on...Merger and Share Exchange Agreement • January 18th, 2007 • Strategic Gaming Investments, Inc. • Services-miscellaneous amusement & recreation • Delaware
FIRST AMENDMENT to MERGER AND SHARE EXCHANGE AGREEMENTMerger and Share Exchange Agreement • September 12th, 2012 • China VantagePoint Acquisition Co • Blank checks
THIS FIRST AMENDMENT TO MERGER AND SHARE EXCHANGE AGREEMENT (“Amendment”) is dated as of September 10, 2012, by and among China VantagePoint Acquisition Company, a Cayman Islands company (the “Parent”), BDH Acquisition Corp., a Delaware Corporation and a wholly-owned subsidiary of Parent (the “Purchaser”), Black Diamond Holdings LLC, a Colorado limited liability company (the “Company”), the Class A members of the Company (collectively the “Class A Members”) listed on Schedule I to the Agreement (as defined below), the Preferred Members of the Company listed on Schedule I to the Agreement (collectively the “Preferred Members”), and Black Diamond Financial Group, LLC, a Delaware limited liability company, the manager of the Company (the “Manager”) for the purpose of amending and supplementing the Merger and Exchange Agreement (the “Agreement”) entered into by the Parent, Purchaser, Company, Class A Members, Preferred Members and the Manager on August 24, 2012. All capitalized terms not d
FIRST AMENDMENT TO THE MERGER AND SHARE EXCHANGE AGREEMENTMerger and Share Exchange Agreement • February 28th, 2014 • Infinity I-China Fund (Cayman) L.P. • Blank checks
This First Amendment to the Merger and Share Exchange Agreement (this “Amendment”) is made and entered into as of February 20, 2014 by and among Infinity Cross Border Acquisition Corporation, a British Virgin Islands business company with limited liability (the “Parent”), Glori Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Parent (the “Purchaser”), Glori Merger Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of the Purchaser (“Merger Sub”), Infinity-C.S.V.C. Management Ltd. in its capacity as the representative as further described in the Agreement (as defined below) (the “INXB Representative”), and Glori Energy Inc., a Delaware corporation (the “Company”). The Parent, the Purchaser, Merger Sub, the INXB Representative and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings assigned
AMENDMENT TO MERGER AND SHARE EXCHANGE AGREEMENTMerger and Share Exchange Agreement • July 6th, 2015 • Asta Holdings, Corp. • Ship & boat building & repairing • Nevada
THIS AMENDMENT TO MERGER AND SHARE EXCHANGE AGREEMENT (the "Amendment") is made effective as of June 30, 2015 by and among Asta Holdings, Corp., a Nevada corporation ("Parent"), CSA Acquisition Subsidiary, LLC, a Colorado limited liability company ("Acquisition Subsidiary") and CSA LLC, a Colorado limited liability company (the "Company"). Parent, Acquisition Subsidiary and the Company may collectively be referred to as the "Parties".