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 ("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. This Amendment No. 1 to Agreement and Plan of Merger and Reorganization (this “Agreement”), is made as of March 8, 2022 by and among NEW CENTURY RESOURCES CORPORATION, a Nevada corporation (the “NCR”), Emissions Zero Module, Inc, a Wyoming corporation (“EZM”). NCR and EZM are each a “Party” and referred to collectively herein as the “Parties.”
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION. Agreement and Plan of Merger and Reorganization (the "Agreement") made as of August 3, 1998 by and among TestDesign Corporation, a California corporation (the "Company"), Xxxxxxx X. Xxxxx residing at 00 Xxxxxxxxx, Xxxxxxx Xxxxxx, XX 00000 ("Xxxxx"), inTEST Corporation, a Delaware corporation ("inTEST") and TD Acquisition Corp., a Delaware corporation ("Newsub").
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION. THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of July 15, 2013 (this “Agreement”), is entered into between WILSHIRE BANCORP, INC., a California corporation (“Wilshire”), WS MERGER ACQUISITION CORP., a California corporation and wholly owned subsidiary of Wilshire (“Newco”), and SAEHAN BANCORP, a California corporation (“Saehan”). Wilshire, Newco and Saehan are sometimes referred to herein collectively as the “Parties” and individually as a “Party.”
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 (this “Agreement”) is entered into as of August 8, 2017, among Cempra, Inc., a Delaware corporation (“Castle”), Castle Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Castle (“Merger Sub”), and Melinta Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION. This Agreement And Plan Of Merger And Reorganization (this "Agreement") is entered into as of May 26, 1999 by and among Lycos, Inc., a Delaware corporation ("Purchaser"), BF Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Purchaser ("Acquisition Sub"), Wired Ventures, Inc., a Delaware corporation ("Ventures"), and H. Xxxxxxx Xxxxx, Jr., Xxxxx Xxxxxxxx and Xxxx X. Xxxxx, as stockholder representatives (the "Stockholder Representatives"). This Agreement amends and restates in its entirety that certain Agreement and Plan of Merger and Reorganization, dated as of October 5, 1998, as amended and restated on November 25, 1998, among the parties hereto; provided, however, that all representations and warranties will be deemed made as of October 5, 1998 and all references to "as of the date of this Agreement" or language of similar import will be deemed to refer to October 5, 1998.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION. This Agreement and Plan of Merger and Reorganization, dated as of May 16, 2019 (this “Agreement”), is made and entered into by and between Heritage Commerce Corp, a California corporation (“HCC”), Heritage Bank of Commerce, a California corporation (“HBC”), and Presidio Bank, a California corporation (“Presidio”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION. THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, is made and entered into as of January 14, 2015 (this “Agreement”), by and among REGADO BIOSCIENCES, INC. a Delaware corporation (“Parent”), LANDMARK MERGER SUB INC., a Delaware corporation (“Merger Sub”), TOBIRA THERAPEUTICS, INC., a Delaware corporation (“Company”), and, solely with respect to Section 5.14, Xxxxx Xxxxxx, as the “Company Stockholders’ Agent”. Parent, Merger Sub and Company are each a “Party” and referred to collectively herein as the “Parties.” Certain capitalized terms used in this Agreement are defined in Exhibit A.
