Exhibit (j)(5) AGREEMENT AND PLAN OF MERGERMerger Agreement • January 2nd, 2013 • Variable Account II of AGL of Delaware • Texas
Contract Type FiledJanuary 2nd, 2013 Company Jurisdiction
Exhibit 10.1 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER dated as of April ___, 2010, (the "Merger Agreement"), between Concord Ventures, Inc., a Colorado corporation ("CV"), and CCVG, a Delaware corporation ("Merger Co."). WHEREAS: On...Merger Agreement • October 14th, 2010 • Concord Ventures, Inc. • Blank checks • Delaware
Contract Type FiledOctober 14th, 2010 Company Industry Jurisdiction
ARTICLES OF MERGER AND AGREEMENT AND PLAN OF MERGERMerger Agreement • October 16th, 2008 • International Paintball Association, Inc. • Colorado
Contract Type FiledOctober 16th, 2008 Company Jurisdiction
To Accompany Certificates for Shares of Common Stock and Preferred Stock of REIS, INC.Merger Agreement • April 30th, 2007 • Wellsford Real Properties Inc • Real estate investment trusts
Contract Type FiledApril 30th, 2007 Company Industry
To Accompany Certificates for Shares of Common Stock and Preferred Stock of REIS, INC.Merger Agreement • April 11th, 2007 • Wellsford Real Properties Inc • Real estate investment trusts
Contract Type FiledApril 11th, 2007 Company Industry
Exhibit 99.1 CONFIDENTIAL MEMORANDUM To: All Officers of Insight and its Subsidiaries From: Sidney R. Knafel Michael S. Willner Date: September 16, 2005 Re: Going Private Transaction -------------------------------------------------...Merger Agreement • September 16th, 2005 • Insight Communications Co Inc • Cable & other pay television services
Contract Type FiledSeptember 16th, 2005 Company Industry
RECITALSMerger Agreement • January 21st, 2004 • SCB Computer Technology Inc • Services-computer programming services
Contract Type FiledJanuary 21st, 2004 Company Industry
Exhibit 99.6Merger Agreement • June 26th, 2003 • Firstbank Corp/Id • National commercial banks
Contract Type FiledJune 26th, 2003 Company Industry
EXHIBIT 4Merger Agreement • March 31st, 2003 • Endovasc Inc • Services-commercial physical & biological research
Contract Type FiledMarch 31st, 2003 Company Industry
February 26, 2003 Dear Stockholder: I am pleased to inform you that on February 17, 2003, Multex.com, Inc. entered into a merger agreement (which was subsequently amended and restated in full on February 24, 2002) with Reuters Group PLC, a public...Merger Agreement • February 26th, 2003 • Multex Com Inc • Services-computer processing & data preparation
Contract Type FiledFebruary 26th, 2003 Company Industry
EXHIBIT (d)(3) [LETTERHEAD OF OMNICARE, INC.] January 5, 2003 NCS HealthCare, Inc. 3201 Enterprise Parkway Suite 220 Beachwood, Ohio 44122 Attention: Jon H. Outcalt Dear Mr. Outcalt: Reference is made to that certain Agreement and Plan of Merger (the...Merger Agreement • January 6th, 2003 • Omnicare Inc • Retail-drug stores and proprietary stores
Contract Type FiledJanuary 6th, 2003 Company Industry
November 24, 2002 Board of Directors Frontstep, Inc. 2800 Corporate Exchange Drive Columbus, OH 43221 Mr. Stephen A. Sasser President and Chief Executive Officer Frontstep, Inc. 2800 Corporate Exchange Drive Columbus, OH 43221 Gentlemen: In connection...Merger Agreement • November 26th, 2002 • Frontstep Inc • Services-prepackaged software
Contract Type FiledNovember 26th, 2002 Company Industry
EXHIBIT 2.2 FIRST AMENDMENT TO MERGER AGREEMENT THIS FIRST AMENDMENT TO MERGER AGREEMENT, dated as of July 17, 2001 (this "AMENDMENT"), is by and among Safety Holdings, Inc., a Delaware corporation (the "PURCHASER"), Safety Merger Co., Inc., a...Merger Agreement • May 10th, 2002 • Safety Insurance Group Inc • Fire, marine & casualty insurance
Contract Type FiledMay 10th, 2002 Company Industry
April 25, 2002Merger Agreement • April 25th, 2002 • Identix Inc • Services-computer integrated systems design
Contract Type FiledApril 25th, 2002 Company Industry
AGREEMENT AND PLAN OF MERGER DATED AS OF , 2002 BY AND AMONG MASTERCARD INTERNATIONAL INCORPORATED, MASTERCARD INCORPORATED AND MASTERCARD MERGER SUB, INC.Merger Agreement • February 11th, 2002 • Mastercard Inc • Services-business services, nec • Delaware
Contract Type FiledFebruary 11th, 2002 Company Industry Jurisdiction
AVIRON]Merger Agreement • December 10th, 2001 • Aviron • Biological products, (no disgnostic substances)
Contract Type FiledDecember 10th, 2001 Company Industry
EXHIBIT (a)(5) [DevX Energy, Inc. Logo] November 15, 2001 To Our Stockholders: I am pleased to inform you that on November 12, 2001, DevX Energy, Inc. ("DevX") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Comstock...Merger Agreement • November 15th, 2001 • Devx Energy Inc • Metal mining
Contract Type FiledNovember 15th, 2001 Company Industry
GAYLORD CONTAINER CORPORATION 500 LAKE COOK ROAD SUITE 400 DEERFIELD, ILLINOIS 60015Merger Agreement • September 28th, 2001 • Gaylord Container Corp /De/ • Paperboard containers & boxes
Contract Type FiledSeptember 28th, 2001 Company Industry
September 11, 2001 Dear Shareholders: As you may be aware, on September 4, 2001, PrimeSource Corporation entered into an Agreement and Plan of a Merger with Fuji Photo Film U.S.A., Inc. ("Fuji"), Enovation Graphic Systems, Inc. ("Enovation"), a...Merger Agreement • September 13th, 2001 • Primesource Corp • Wholesale-professional & commercial equipment & supplies
Contract Type FiledSeptember 13th, 2001 Company IndustryAs you may be aware, on September 4, 2001, PrimeSource Corporation entered into an Agreement and Plan of a Merger with Fuji Photo Film U.S.A., Inc. ("Fuji"), Enovation Graphic Systems, Inc. ("Enovation"), a wholly-owned subsidiary of Fuji and FPF Acquisition Corp. (the "Purchaser"), a wholly-owned subsidiary of Enovation pursuant to which the Purchaser agreed to commence a tender offer for PrimeSource common stock for a cash price of $10.00 per share, net to the selling shareholder. The tender offer is conditioned upon, among other things, the tender of PrimeSource shares which, together with the shares already owned by Fuji, represent at least 80% of the shares outstanding on the expiration date of the offer, and upon the receipt of required regulatory approvals. The merger agreement provides that, following completion of the tender offer, the Purchaser will merge into PrimeSource and any outstanding PrimeSource shares that are not acquired through the tender offer will be converted i
August 23, 2001 Dear Stockholder: We are pleased to inform you that on August 13, 2001, Cheap Tickets, Inc. ("Cheap Tickets") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Cendant Corporation ("Cendant"), a Delaware...Merger Agreement • August 24th, 2001 • Cendant Corp • Services-personal services
Contract Type FiledAugust 24th, 2001 Company IndustryWe are pleased to inform you that on August 13, 2001, Cheap Tickets, Inc. ("Cheap Tickets") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Cendant Corporation ("Cendant"), a Delaware corporation, and Diamondhead Acquisition Corporation ("Purchaser"), a Delaware corporation and wholly-owned subsidiary of Cendant. The Merger Agreement provides for the acquisition of Cheap Tickets by Cendant.
AGREEMENTMerger Agreement • August 14th, 2001 • Cti Group Holdings Inc • Services-engineering, accounting, research, management
Contract Type FiledAugust 14th, 2001 Company Industry
GLOBALNET FINANCIAL.COM, INC. REGISTERED IN UNITED STATES OF AMERICA NO. 061489574 2Merger Agreement • July 25th, 2001 • Globalnet Financial Com Inc • Security brokers, dealers & flotation companies
Contract Type FiledJuly 25th, 2001 Company Industry
MICROWARE SYSTEMS CORPORATION 1500 Northwest 118th Street Des Moines, Iowa 50325 (515) 223-8000 July 6, 2001Merger Agreement • July 6th, 2001 • Microware Systems Corp • Services-prepackaged software
Contract Type FiledJuly 6th, 2001 Company Industry
March 2, 2001 Dear Stockholders: We are pleased to inform you that, on February 21, 2001, Efficient Networks, Inc. entered into an Agreement and Plan of Merger (the "Merger Agreement") with Siemens Corporation, a Delaware corporation ("Siemens") and...Merger Agreement • March 2nd, 2001 • Efficient Networks Inc • Communications services, nec
Contract Type FiledMarch 2nd, 2001 Company IndustryWe are pleased to inform you that, on February 21, 2001, Efficient Networks, Inc. entered into an Agreement and Plan of Merger (the "Merger Agreement") with Siemens Corporation, a Delaware corporation ("Siemens") and indirect wholly owned subsidiary of Siemens Aktiengesellschaft, a corporation formed under the laws of the Federal Republic of Germany, and Memphis Acquisition Inc., Siemens' wholly owned subsidiary, providing for the acquisition of Efficient. Pursuant to the Merger Agreement, Memphis Acquisition Inc. has commenced a tender offer for all the outstanding shares of Efficient's common stock at $23.50 per share, net to the seller in cash (the "Offer").
1 EXHIBIT (a)(2) [TEXOIL LETTERHEAD] January 24, 2001 Texoil, Inc. 110 Cypress Station Drive, Suite 220 Houston, TX 77090 Dear Stockholder: We are pleased to inform you that on January 18, 2001 Texoil, Inc. ("Texoil") entered into an Agreement and...Merger Agreement • January 24th, 2001 • Texoil Inc /Nv/ • Crude petroleum & natural gas
Contract Type FiledJanuary 24th, 2001 Company Industry
EXHIBIT (a)(2) [LOGO OBJECTIVE SYSTEMS] December 6, 2000 Dear Stockholder: We are pleased to inform you that on November 24, 2000, Objective Systems Integrators, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger...Merger Agreement • December 6th, 2000 • Objective Systems Integrators Inc • Services-prepackaged software
Contract Type FiledDecember 6th, 2000 Company IndustryWe are pleased to inform you that on November 24, 2000, Objective Systems Integrators, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Agilent Technologies, Inc., a Delaware corporation ("Agilent"), and Tahoe Acquisition Corp., a wholly-owned subsidiary of Agilent ("Merger Sub"). The Merger Agreement provides for the acquisition of the Company by Agilent through Merger Sub at a price of $17.75 per share of the Company's Common Stock ("Common Stock").
JPS PACKAGING LOGO] Dear Stockholder: We are pleased to inform you that JPS Packaging Company ("JPS") has entered into an Agreement and Plan of Merger (the "Merger Agreement") with Pechiney Plastic Packaging, Inc. ("PPPI") and JPS Acquisition Inc., a...Merger Agreement • October 30th, 2000 • JPS Packaging Co • Paperboard containers & boxes
Contract Type FiledOctober 30th, 2000 Company IndustryWe are pleased to inform you that JPS Packaging Company ("JPS") has entered into an Agreement and Plan of Merger (the "Merger Agreement") with Pechiney Plastic Packaging, Inc. ("PPPI") and JPS Acquisition Inc., a wholly-owned subsidiary of PPPI (the "Purchaser"), providing for the acquisition of JPS. Pursuant to the Merger Agreement, the Purchaser has commenced a tender offer for all the outstanding shares of JPS common stock at $7.86 per share, net to the sellers in cash (the "Offer"). The Offer is conditioned upon, among other things, the tender of at least a majority of the outstanding shares on a fully diluted basis and applicable regulatory approvals.
OFMerger Agreement • October 13th, 2000 • Cisco Systems Inc • Computer communications equipment
Contract Type FiledOctober 13th, 2000 Company Industry
August 22, 2000 To Our Stockholders: I am pleased to inform you that, on August 11, 2000, Piercing Pagoda, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Zale Corporation and Jewelry Expansion Corp., a...Merger Agreement • August 22nd, 2000 • Piercing Pagoda Inc • Retail-jewelry stores
Contract Type FiledAugust 22nd, 2000 Company Industry
FOX PAINE & COMPANY, LLC 950 Tower Lane Suite 1150 Foster City, CA 94404 January 31, 2000Merger Agreement • July 12th, 2000 • Wj Communications Inc • Special industry machinery, nec
Contract Type FiledJuly 12th, 2000 Company IndustryIn connection with the consummation of the Transactions and the ongoing operations of the Company subsequent thereto, the Company agrees to pay Fox Paine & Company, LLC ("FOX PAINE") (a) a closing fee of $3,500,000 as set forth on EXHIBIT 1 hereto plus reimbursement of Fox Paine's expenses in connection with the Transactions, payable at the closing of the Transactions, and (b) as compensation for Fox Paine's ongoing provision of certain financial and strategic consulting, advisory and other services to the Company (the "SERVICES"), an amount equal to the Fee Amount (as defined below), which shall be billed to the Company by Fox Paine, payable annually on or before the date hereof and each anniversary thereof and continuing until the earlier of (i) such time as the Investors no longer hold an equity investment in the Company or the Investors and their affiliates and managing entities no longer have representation on the Company's board of directors (after which time Fox Paine will cease
PSC Inc. 675 Basket Road Webster, New York 14580Merger Agreement • June 19th, 2000 • PSC Inc • Computer peripheral equipment, nec
Contract Type FiledJune 19th, 2000 Company IndustryOn behalf of the Board of Directors, I am pleased to inform you that PSC Inc. has entered into an Agreement and Plan of Merger (the "Merger Agreement") dated as of June 5, 2000, with two affiliates of Welch Allyn Data Collection, Inc.: Mohawk Corp. ("Parent") and Mohawk Acquisition Corp., a wholly owned subsidiary of Parent ("Purchaser"). Pursuant to the Merger Agreement, Purchaser has commenced a cash tender offer to purchase all of the outstanding (i) shares of PSC common stock for $8.45 per share, (ii) shares of PSC Series A Convertible Preferred Stock for $105.625 per share and (iii) warrants to purchase PSC common stock for $8.45 per underlying share of common stock less the exercise price, in each case net to the seller in cash. The tender offer is conditioned upon, among other things, a minimum of two-thirds of PSC's outstanding securities on a fully diluted and as converted basis being validly tendered and not withdrawn prior to the expiration of the tender offer. Provided all
EXHIBIT 2.2 AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AMENDMENT, dated as of April 17, 2000 (this "Amendment"), by and among ENDO PHARMACEUTICALS HOLDINGS INC., a Delaware corporation ("Parent"), ENDO INC., a Delaware corporation and a...Merger Agreement • June 9th, 2000 • Endo Pharmaceuticals Holdings Inc
Contract Type FiledJune 9th, 2000 Company
1 AMENDMENT No. 1 (this "Amendment") dated as of March 6, 2000, by and among AT&T Corp. ("Parent"), B-Group Merger Corp. ("Merger Sub"), Liberty Media Corporation ("Liberty") and The Todd-AO Corporation (the "Company"), to the Agreement and Plan of...Merger Agreement • June 7th, 2000 • Liberty Media Corporation • Services-motion picture & video tape production • Delaware
Contract Type FiledJune 7th, 2000 Company Industry Jurisdiction
WESLEY JESSEN CORPORATION 333 EAST HOWARD AVENUE DES PLAINES, ILLINOIS 60018-5903 TELEPHONE 847-294-3000Merger Agreement • June 6th, 2000 • Wesley Jessen Visioncare Inc • Ophthalmic goods
Contract Type FiledJune 6th, 2000 Company Industry
1 AMENDMENT TO MERGER AGREEMENT This is an agreement dated as of March 17, 2000 among U.S. Home Corporation (the "Company"), a Delaware corporation, Lennar Corporation ("Lennar"), a Delaware corporation, and Len Acquisition Corporation...Merger Agreement • April 17th, 2000 • U S Home Corp /De/ • Operative builders
Contract Type FiledApril 17th, 2000 Company Industry