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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Panbela Therapeutics, Inc.), Agreement and Plan of Merger (Panbela Therapeutics, Inc.)
INDEX OF EXHIBITS. Exhibit Description Exhibit A Form of Lock-Up Agreement Exhibit B Form of Certificate of Incorporation of HoldCo Sponsor Support Agreement 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 Insider Letter Amendment BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER This Business Combination Agreement and Plan of Merger (this “Agreement”), ) is made and entered into as of February 21September 5, 20222023, by and among Cancer Prevention Pharmaceuticals, Inc.(i) Mars Acquisition Corp., a Delaware corporation Cayman Islands exempted company (together with its successors, the “CompanyPurchaser”), 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, ii) ScanTech AI Systems Inc., a Delaware corporation and a wholly-wholly owned Subsidiary subsidiary of HoldCo the Purchaser (“Merger Sub IPubco”), Canary (iii) Mars Merger Subsidiary IISub I Corp., Inc.a Cayman Islands exempted company and a wholly owned subsidiary of Pubco (“Purchaser Merger Sub”), (iv) Mars Merger Sub II LLC, a Delaware corporation limited liability company and a wholly-wholly owned Subsidiary subsidiary of HoldCo Pubco (“Company Merger Sub II”Sub” and, and together with Parent, HoldCo and Purchaser Merger Sub ISub, the “Parent EntitiesMerger Subs”; and the Merger Subs, collectively with the Purchaser and Pubco, the “Purchaser Parties”), and Fortis Advisors(v) ScanTech Identification Beam Systems, LLC, a Delaware limited liability companycompany (together with its successors, the “Company”), and (vi) Xxxxx Xxxxxxxx in its the capacity as Stockholder Representative the representative from and after the Effective Time for the Company Holder Participants as of immediately prior to the Effective Time (and their successors and assigns) in accordance with the terms and conditions of this Agreement (the “Stockholder Seller Representative”). The Purchaser, Pubco, Purchaser Merger Sub, Company Merger Sub, the Company and the Seller Representative are sometimes referred to herein collectively as the “Parties” and each, a “Party”. Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth given to them in Section 9.01 Article XI hereof.
Appears in 1 contract
Samples: Business Combination Agreement (Mars Acquisition Corp.)
INDEX OF EXHIBITS. Exhibit Description Exhibit A Form of Lock-Up Agreement Exhibit B Form of Certificate of Incorporation of HoldCo Letter Agreement Amendment Exhibit C Form of Bylaws of HoldCo Non-Competition Agreement Exhibit D Form of Certificate of Incorporation of Parent Surviving Corporation Target Voting Agreement Exhibit E Form of Certificate of Incorporation of Surviving Corporation Sponsor Voting Agreement Exhibit F Form of Replacement Option Standstill Agreement Exhibit G Form of Replacement Warrant Registration Rights Agreement Exhibit H Form of Subscription Agreements Exhibit I Form of Assignment, Assumption and Amendment Agreement Exhibit J Form of First Surviving Corporation Memorandum and Articles of Association Exhibit K Form of Second Surviving Corporation Memorandum and Articles of Association Exhibit L Form of Amended Pubco Charter BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER This Business Combination Agreement and Plan of Merger (this “Agreement”), ) is made and entered into as of February 21July 8, 2022, 2021 by and among Cancer Prevention Pharmaceuticals, Inc.(i) Far Peak Acquisition Corporation, a Delaware corporation Cayman Islands exempted company (together with its successors, “Purchaser”), (ii) Bullish, a Cayman Islands exempted company (“Pubco”), (iii) BMC 1, a Cayman Islands exempted company and a direct wholly owned subsidiary of Pubco (“Merger Sub 1”), (iv) BMC 2, a Cayman Islands exempted company and a direct wholly owned subsidiary of Pubco (“Merger Sub 2”, and together with Merger Sub 1 the “Merger Subs”) and (v) Bullish Global, a Cayman Islands exempted company (the “Company”). Purchaser, Panbela TherapeuticsPubco, 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”)1, Canary Merger Subsidiary II, Inc., a Delaware corporation and a wholly-owned Subsidiary of HoldCo (“Merger Sub II”2 and the Company are sometimes referred to herein individually as a “Party” and, and together with Parentcollectively, HoldCo and Merger Sub I, as the “Parent EntitiesParties”), 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.
Appears in 1 contract
Samples: Business Combination Agreement (Far Peak Acquisition Corp)