INDEX OF EXHIBITS. Exhibit A − Escrow Agreement Exhibit B − Loan Agreement Exhibit C − Security Agreement Exhibit D − Buyer Parent Guaranty Exhibit E − Subsidiary Guaranty Exhibit F − Secured Promissory Note Exhibit G − Subordination Agreement Exhibit H − Assignment of Membership Interest Exhibit I − Union Contract Extension Exhibit J − FTI Letter Agreement Exhibit K − FTI Transition Management Services Agreement INDEX OF SCHEDULES Schedule 1.A Excluded Assets Schedule 1.B Net Working Capital Schedule 1.C Rate Adjustment Schedule 1.D Closing Pension/OPEB Shortfall Schedule 3.01(a) Seller Entities’ Jurisdictions of Incorporation/Formation Schedule 3.02(a) Seller Entities’ Equity Ownership Schedule 3.02(c) Voting and Non-Voting Stock or Equity Interests Schedule 3.02(e) Seller Entities’ Options Schedule 3.03(c) Notices, Consents and Approvals Schedule 3.04 Compliance with Laws Schedule 3.06 Taxes Schedule 3.07 Litigation Schedule 3.08(a) Financial Statements Schedule 3.08(c) Other Liabilities Schedule 3.08(d) Closing Indebtedness Schedule 3.09(a) Affiliate Transactions Schedule 3.09(b) Affiliate Indebtedness to the Company Schedule 3.10(a) Owned Real Property Schedule 3.10(b) List of Real Property Leases Schedule 3.10(c)(i) Valid Leasehold Interests Schedule 3.10(c)(ii) Subleases Schedule 3.10(c)(iii) Tenancy Agreements Schedule 3.10(d)(i) Real Estate Permits Schedule 3.10(d)(ii) Leases Requiring Consent Schedule 3.10(e) Conditions Schedule 3.11 Tangible Personal Property Schedule 3.12(a) List of Intellectual Property Schedule 3.12(c) Intellectual Property Infringement 42185384v.30 Schedule 3.13 List of Company Contracts Schedule 3.14(a) List of Insurance Policies Schedule 3.14(b) List of Claims Schedule 3.14(c) Termination/Lapse of Insurance Policies Schedule 3.15(a) List of Permits Schedule 3.15(b) Status of Permits Schedule 3.16(a) Employee Benefit Plans Schedule 3.16(d) Noncompliant Employee Benefit Plans Schedule 3.16(e) Employee Benefit Plans Subject to ERISA Title IV Schedule 3.16(g) Employee Benefit Plans Providing Retiree Health & Welfare Benefits Schedule 3.16(j) Outstanding Company Contributions to Employee Benefit Plans Schedule 3.16(k) Foreign Employee Benefit Plan Schedule 3.17(b) Labor Complaints Schedule 3.17(c) Collective Bargaining Agreements Schedule 3.18 List of Environmental Permits Schedule 3.20 Events Outside Ordinary Course of Business Schedule 3.21 Accounts Receivable Schedule 3.21(b) Uncollectable Accounts Receivable Schedule 3.22 List of Business Nam...
INDEX OF EXHIBITS. Exhibit Description Exhibit A Operating Agreement Exhibit B Escrow Agreement Exhibit C Form of Landlord Agreement Exhibit D Form of Landlord Consent and Acknowledgment
INDEX OF EXHIBITS. Exhibit Description Exhibit A Form of Lock-Up Agreement Exhibit B Form of Certificate of Incorporation of HoldCo Exhibit C Form of Bylaws of HoldCo Exhibit D Form of Certificate of Incorporation of Parent Surviving Corporation Exhibit E Form of Certificate of Incorporation of Surviving Corporation Exhibit F Form of Replacement Option Exhibit G Form of Replacement Warrant AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”), is entered into as of February 21, 2022, by and among Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Panbela Therapeutics, Inc., a Delaware corporation (“Parent”), Canary Merger Holdings, Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“HoldCo”), Canary Merger Subsidiary I, Inc., a Delaware corporation and a wholly-owned Subsidiary of HoldCo (“Merger Sub I”), Canary Merger Subsidiary II, Inc., a Delaware corporation and a wholly-owned Subsidiary of HoldCo (“Merger Sub II”, and together with Parent, HoldCo and Merger Sub I, the “Parent Entities”), and Fortis Advisors, LLC, a Delaware limited liability company, in its capacity as Stockholder Representative (“Stockholder Representative”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 9.01 hereof.
INDEX OF EXHIBITS. 1. Exhibit 1 (Town Outlet Capacities). Para 2.
INDEX OF EXHIBITS. Exhibit A-1 Form of Company Voting Agreement Exhibit A-2 Form of Parent Voting Agreement Exhibit B Form of Stock Option Agreement Exhibit C Form of Affiliate Agreement AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION is made and entered into as of April 5, 2000, among Peregrine Systems, Inc., a Delaware corporation ("PARENT"), Soda Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent ("MERGER SUB"), and Harbinger Corporation, a Georgia corporation ("COMPANY").
INDEX OF EXHIBITS. EXHIBIT DESCRIPTION ------- ----------- Exhibit A Principal Shareholders Exhibit B Company Shareholders Exhibit C Surviving Corporation Officers and Directors Exhibit D Company Capitalization Table Exhibit E Principal Employees Exhibit F Schedule of Exceptions Exhibit G Company Financial Statements Exhibit H Requested Documentation Exhibit I Company Business Plan Exhibit J Form of Company Shareholder Certificate Exhibit K New Employee Option Grants Exhibit L Form of Option Agreement Exhibit M Performance Bonuses Exhibit N Registration Rights Exhibit O Company Tax Certificate Exhibit P Parent Tax Certificate AGREEMENT AND PLAN OF REORGANIZATION This AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made and --------- entered into as of May 13, 1998 (the "Agreement Date") among USWeb Corporation, -------------- a Delaware corporation ("Parent"), USWeb Acquisition Corporation 121, a Delaware ------ corporation and a wholly owned subsidiary of Parent ("Sub"), Xxxx Peak --- Technologies, Inc., a Delaware corporation (the "Company"), the individuals and ------- entities listed on Exhibit A attached hereto (collectively the "Principal --------- --------- Shareholders" and individually a "Principal Shareholder") and the individuals ------------ --------------------- and entities listed on Exhibit B attached hereto (collectively the "Company --------- ------- Shareholders" and individually a "Company Shareholder") which include all ------------ ------------------- Principal Shareholders.
INDEX OF EXHIBITS. Exhibit A-1 Form of Company Stockholder Agreement Exhibit A-2 Form of Parent Stockholder Agreement Exhibit B Form of Stockholder Lock-Up Agreement Exhibit C Form of Affiliate Agreement Exhibit D Form of Company Tax Representation Letter Exhibit E Form of Parent Tax Representation Letter AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION is made and entered into as of March 26, 2000, among OpenTV Corp., a British Virgin Islands corporation ("Parent"), Sonnet Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and Spyglass, Inc., a Delaware corporation ("Company").
INDEX OF EXHIBITS. 55 AGREEMENT OF LIMITED PARTNERSHIP OF BEHRINGER HARVARD OPERATING PARTNERSHIP I LP JUNE 27, 2002
INDEX OF EXHIBITS. EXHIBIT 1 – Fee Schedule EXHIBIT 2 –Tampa Bay Water Administrative Policy 650-15 EXHIBIT 3 – Tampa Bay Water Certificate of Insurance (or XXXXX) EXHIBIT 1 FEE SCHEDULE EXHIBIT 2 TAMPA BAY WATER ADMINISTRATIVE POLICY 650-15 EXHIBIT 3 TAMPA BAY WATER CERTIFICATE OF INSURANCE OR APPROVED XXXXX FORM 0000 Xxxxxxxxxx Xxxx Xxxxxxxxxx, Xxxxxxx 00000-0000 Phone: 000.000.0000 Fax: 000.000.0000 Suncom: 513.7010 xxx.xxxxxxxxxxxxx.xxx Issue Date: Contract Number:
INDEX OF EXHIBITS. Exhibit 1.2.3 (a) Share purchase and transfer agreement regarding Xxxxxxxx Share
