AGREEMENT AND PLAN OF MERGER. THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of February 20, 2001, by and between GOLDEN ISLES FINANCIAL HOLDINGS, INC. ("TARGET"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located on St. Xxxxxx Island, Georgia, and ABC BANCORP ("PURCHASER"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Moultrie, Georgia. Preamble -------- Certain terms used in this Agreement are defined in Section 10.1 hereof. The Boards of Directors of TARGET and PURCHASER are of the opinion that the transactions described herein are in the best interests of TARGET and PURCHASER and their respective shareholders. This Agreement provides for the combination of TARGET with PURCHASER pursuant to the merger of TARGET with and into PURCHASER, as a result of which the outstanding shares of the capital stock of TARGET shall be converted into the right to receive cash and shares of the common stock of PURCHASER (except as provided herein), and the shareholders of TARGET shall become shareholders of PURCHASER (except as provided herein). The transactions described in this Agreement are subject to the approvals of the shareholders of TARGET, the Board of Governors of the Federal Reserve System, the Georgia Department of Banking and Finance and the satisfaction of certain other conditions described in this Agreement. It is the intention of the parties to this Agreement that the Merger for federal income tax purposes shall qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code. Simultaneous with the Closing of the Merger, The First Bank of Brunswick, a wholly-owned Georgia state bank subsidiary of TARGET, will be operated as a separate subsidiary of PURCHASER.
AGREEMENT AND PLAN OF MERGER. ANNEX A-9
AGREEMENT AND PLAN OF MERGER. As a condition and an inducement to Grantee's execution and delivery of the Merger Agreement, Grantee has required that Issuer agree, and Issuer has agreed, to grant Grantee the Option (as hereinafter defined).
AGREEMENT AND PLAN OF MERGER. The Sponsor understands and acknowledges that the SPAC, PubCo, Merger Sub, the Company, SinCo and the Shareholders are entering into the Agreement and Plan of Merger in reliance upon the Sponsor’s execution and delivery of this Agreement. The Sponsor has received a copy of the Agreement and Plan of Merger, is familiar with the provisions of the Agreement and Plan of Merger and has consented to (and hereby consents to) the SPAC’s entry into the Agreement and Plan of Merger.
AGREEMENT AND PLAN OF MERGER. Agreement and Plan of Merger" shall mean the Agreement and Plan of Merger dated the date hereof, entered into by Parent, Celtic Investment Merger Sub, Inc., SLM, Xxxxx Xxxxxx, Xx. and Xxxxx Xxxxx, which provides for the acquisition SLM by Parent by way of reverse triangular merger of Celtic Merger Sub, Inc. into SLM.
AGREEMENT AND PLAN OF MERGER. The Parties are executing and delivering this Agreement contemporaneously with the execution and delivery by certain US Unwired Parties and certain Sprint Parties of an Agreement and Plan of Merger (the “Merger Agreement”) in the form attached as Exhibit A to this Agreement.
AGREEMENT AND PLAN OF MERGER. Section 2.01.
AGREEMENT AND PLAN OF MERGER. This Agreement and Plan of Merger (this “Agreement”) is dated as of July 11, 2015 by and among Jarden Corporation, a Delaware corporation (“Parent”), TWG Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Waddington Group, Inc., a Delaware corporation (the “Company”), and Olympus Growth Fund V, L.P., a Delaware limited partnership, solely in its capacity as the representative of the Equityholders (the “Stockholders’ Representative”). Each of Parent, Merger Sub, the Company and the Stockholders’ Representative are referred to herein as a “Party.” RECITALS Parent has formed Merger Sub solely for the purpose of merging it with and into the Company, with the Company continuing as the Surviving Corporation (the “Merger”). Parent desires to acquire the Company through the Merger. The respective boards of directors (or equivalent governing bodies) of Parent, Merger Sub and the Company have, on the terms and subject to the conditions set forth in this Agreement, (i) determined that it is fair to, and in the best interest of, their respective companies and respective equityholders for Parent to acquire all of the issued and outstanding Shares of the Company through the Merger, upon which the Company shall be a wholly owned subsidiary of Parent and (ii) authorized and approved this Agreement, the Merger and the consummation of the transactions contemplated hereby and delivered to each other written copies thereof. The board of directors of each of the Company and Merger Sub have recommended acceptance of the Merger and adoption of this Agreement by their respective stockholders, in accordance with DGCL and, substantially concurrently with the execution and delivery hereof, the stockholders of the Company holding a majority of the issued and outstanding Shares entitled to vote thereon have adopted this Agreement by written consent, which consent has been delivered to Parent (the “Stockholder Approval”).
AGREEMENT AND PLAN OF MERGER. “Agreement”) by and among Merisel, Inc. (“Company”), TU Holdings, Inc. (“Parent”) and TU Merger, Inc. (“Merger Sub”) Gentlemen: We are writing in connection with the above-captioned Agreement. (Capitalized terms used but not defined in this letter have the meanings given to them in the Agreement.) As you know, as part of the negotiations of the Agreement and related documentation, the parties agreed that Parent has the right to terminate the Agreement, without the need in certain circumstances to wait for the expiration of any time period, in the event that any representation or warranty was inaccurate when made and/or is not capable of being made as of the Effective Time. The specific language, set forth in Section 6.1 is: “This Agreement may be terminated and the Merger contemplated hereby may be abandoned at any time prior to the Effective Time, whether before or after the Company Stockholder Approval is obtained…(f) by Parent: (i) in the event … (B) that any representation or warranty of the Company set forth in the Agreement shall have been inaccurate when made or shall not be capable of being made as of the Effective Time which would reasonably be expected to result in the condition set forth in Section 5.3(a)(ii) not being satisfied…” As previously communicated, based on information currently available, it seems clear that (1) Xxxxxxx has experienced a Company Material Adverse Effect to its business, which is continuing, such that Xxxxxxx will not be able to satisfy the Agreement’s closing conditions and (2) certain of the representations and warranties made by Xxxxxxx in the Agreement were untrue when made, including without limitation the representation in Section 2.6(b) that, from December 31, 2007 through the date of the Agreement, there had not been any event, development or state of circumstances that had, individually or in the aggregate, a Company Material Adverse Effect. We also note that, contrary to the June 5 letter, Xxxxxxx has materially breached its obligation under the Agreement to provide access to its books and records as it has not provided information relating to its financial performance from and after April 1, 2008, as previously requested. Because a breach of the representations and warranties set forth in Section 2.6(b) is, by its nature, not curable, the cure period set forth in Section 6.1(f)(i) is inapplicable. Similarly, because Xxxxxxx has not used its commercially reasonable efforts to provide the financial information ...
AGREEMENT AND PLAN OF MERGER. THIS AGREEMENT AND PLAN OF MERGER, dated as of December 22, 2022 (this “Agreement”), is entered into by and among China Index Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), CIH Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and CIH Merger Sub Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 1.1 hereof.
