Common Contracts
27 similar Merger Agreement contracts by Shorepower Technologies Inc., Ammo, Inc., Inpixon, others
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONMerger Agreement • October 25th, 2024 • Polomar Health Services, Inc. • Services-computer processing & data preparation
On June 28, 2024, Trustfeed Corp. (“Trustfeed” or the “Company”) entered into an Agreement and Plan of Merger and Reorganization, as amended on September 30, 2024 (the “Merger Agreement”) with Polomar Acquisition, L.L.C., a Florida limited liability company and the Company’s wholly owned subsidiary (“Merger Sub”) and Polomar Specialty Pharmacy, LLC, a Florida limited liability company (“Polomar”) to acquire 100% of the issued and outstanding membership interests of Polomar. The transactions contemplated by the Merger Agreement were consummated on September 30, 2024, and, pursuant to the terms of the Merger Agreement, among other things, all outstanding membership interests of Polomar, or the Polomar Membership Interests, were exchanged for shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) based on the exchange ratio of 2,074,141.47 shares of Common Stock for every one percent of Polomar Membership Interests (the “Acquisition”). Accordingly, the Company a
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTSMerger Agreement • May 24th, 2024 • MDWerks, Inc. • Beverages
The following unaudited pro forma combined financial data are presented to illustrate the effect of the following acquisitions (“the Acquisitions”):
UNITED STATES BASKETBALL LEAGUE, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONMerger Agreement • April 4th, 2024 • Shorepower Technologies Inc. • Miscellaneous transportation equipment
On November 23, 2022, United States Basketball League, Inc. (“USBL”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Shurepower, LLC d/b/a Shorepower Technologies, Inc. (“Shorepower”) under which Shorepower will be merged with and into USBL subject to several closing conditions, including satisfactory completion of due diligence reviews by each party to the Merger Agreement, Shorepower providing USBL with the most recent two years of audited financial statements by a PCAOB auditor, USBL authorizing a new class of Series B preferred stock with each Series B preferred share having the voting power of 40 shares of USBL common stock, USBL completing a stock and warrant financing to have a minimum of $480,000 in cash at closing (the “USBL Pre-Merger Financing”) and USBL not having any debt or contingent liabilities of any kind at the time of the closing.
UNITED STATES BASKETBALL LEAGUE, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONMerger Agreement • March 25th, 2024 • Shorepower Technologies Inc. • Miscellaneous transportation equipment
On November 23, 2022, United States Basketball League, Inc. (“USBL”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Shurepower, LLC d/b/a Shorepower Technologies, Inc. (“Shorepower”) under which Shorepower will be merged with and into USBL subject to several closing conditions, including satisfactory completion of due diligence reviews by each party to the Merger Agreement, Shorepower providing USBL with the most recent two years of audited financial statements by a PCAOB auditor, USBL authorizing a new class of Series B preferred stock with each Series B preferred share having the voting power of 40 shares of USBL common stock, USBL completing a stock and warrant financing to have a minimum of $480,000 in cash at closing (the “USBL Pre-Merger Financing”) and USBL not having any debt or contingent liabilities of any kind at the time of the closing.
UNITED STATES BASKETBALL LEAGUE, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONMerger Agreement • March 19th, 2024 • Shorepower Technologies Inc. • Miscellaneous transportation equipment
On November 23, 2022, United States Basketball League, Inc. (“USBL”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Shurepower, LLC d/b/a Shorepower Technologies, Inc. (“Shorepower”) under which Shorepower will be merged with and into USBL subject to several closing conditions, including satisfactory completion of due diligence reviews by each party to the Merger Agreement, Shorepower providing USBL with the most recent two years of audited financial statements by a PCAOB auditor, USBL authorizing a new class of Series B preferred stock with each Series B preferred share having the voting power of 40 shares of USBL common stock, USBL completing a stock and warrant financing to have a minimum of $480,000 in cash at closing (the “USBL Pre-Merger Financing”) and USBL not having any debt or contingent liabilities of any kind at the time of the closing.
UNITED STATES BASKETBALL LEAGUE, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONMerger Agreement • March 27th, 2023 • United States Basketball League Inc • Patent owners & lessors
On November 23, 2022, United States Basketball League, Inc. (“USBL”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Shurepower, LLC d/b/a Shorepower Technologies, Inc. (“Shorepower”) under which Shorepower will be merged with and into USBL subject to several closing conditions, including satisfactory completion of due diligence reviews by each party to the Merger Agreement, Shorepower providing USBL with the most recent two years of audited financial statements by a PCAOB auditor, USBL authorizing a new class of Series B preferred stock with each Series B preferred share having the voting power of 40 shares of USBL common stock, USBL completing a stock and warrant financing to have a minimum of $480,000 in cash at closing (the “USBL Pre-Merger Financing”) and USBL not having any debt or contingent liabilities of any kind at the time of the closing.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONMerger Agreement • February 9th, 2023 • MICT, Inc. • Insurance agents, brokers & service
On October 6, 2022, Tingo, Inc., a Nevada corporation (“Tingo” or the “Seller”), entered into the Second Amended and Restated Merger Agreement (the “Second Amended Agreement”) with MICT, Inc., a Delaware corporation (“MICT”), which amends the Amended and Restated Merger Agreement between the parties dated June 15, 2022 (the “Amended Agreement”).
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATIONMerger Agreement • November 18th, 2022 • Inpixon • Services-computer programming services
On September 25, 2022, Inpixon (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, KINS Technology Group Inc., a Delaware corporation (“KINS”), CXApp Holding Corp., a Delaware corporation and newly formed wholly-owned subsidiary of the Company (“CXApp” and, together with the Company, collectively, the “Companies”), and KINS Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of KINS (“Merger Sub”), pursuant to which KINS will acquire the Company’s enterprise apps business (including its workplace experience technologies, indoor mapping, events platform, augmented reality and related business solutions) (the “Enterprise Apps Business”) in exchange for the issuance of shares of KINS capital stock valued at $69 million (the “Business Combination”) to be issued to the Company’s stockholders and other security holders.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATIONMerger Agreement • October 18th, 2022 • Inpixon • Services-computer programming services
On September 25, 2022, Inpixon (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, KINS Technology Group Inc., a Delaware corporation (“KINS”), CXApp Holding Corp., a Delaware corporation and newly formed wholly-owned subsidiary of Inpixon (“CXApp” and, together with Inpixon, collectively, the “Companies”), and KINS Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of KINS (“Merger Sub”), pursuant to which KINS will acquire Inpixon’s enterprise apps business (including its workplace experience technologies, indoor mapping, events platform, augmented reality and related business solutions) (the “Enterprise Apps Business”) in exchange for the issuance of shares of KINS capital stock valued at $69 million (the “Business Combination”) to be issued to Inpixon stockholders.
AMMO, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONMerger Agreement • July 16th, 2021 • Ammo, Inc. • Ordnance & accessories, (no vehicles/guided missiles)
On April 30, 2021 (the “Effective Date”), Ammo, Inc. (“AMMO” or the “Company”), entered into an agreement and plan of merger (the “Merger Agreement”), by and among the Company, SpeedLight Group I, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Sub”), Gemini Direct Investments, LLC, a Nevada limited liability company (“Gemini”), and Steven F. Urvan, an individual (the “Seller”), whereby Sub merged with and into Gemini, with Sub surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). Capitalized terms not defined in this unaudited pro forma condensed combined financial information have the meaning assigned to them in the Merger Agreement, which is attached to this Form 8-K/A as an exhibit. At the time of the Merger, Gemini had nine (9) subsidiaries, all of which are related to Gemini’s ownership of the gunbroker.com business. Gunbroker.com is a large on-line auction marketplace dedicated to firearms, hunting, shooting, an
AMMO, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINACIAL INFORMATIONMerger Agreement • May 13th, 2021 • Ammo, Inc. • Ordnance & accessories, (no vehicles/guided missiles)
On April 30, 2021 (the “Effective Date”), Ammo, Inc. (“AMMO” or the “Company”), entered into an agreement and plan of merger (the “Merger Agreement”), by and among the Company, SpeedLight Group I, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Sub”), Gemini Direct Investments, LLC, a Nevada limited liability company (“Gemini”), and Steven F. Urvan, an individual (the “Seller”), whereby Sub merged with and into Gemini, with Sub surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). Capitalized terms not defined in this unaudited pro forma condensed combined financial information have the meaning assigned to them in the Merger Agreement, which is attached to this Form 8-K/A as an exhibit. At the time of the Merger, Gemini had nine (9) subsidiaries, all of which are related to Gemini’s ownership of the gunbroker.com business. Gunbroker.com is a large on-line auction marketplace dedicated to firearms, hunting, shooting, an
ContractMerger Agreement • April 21st, 2021 • Healthcare Solutions Management Group, Inc. • Agricultural prod-livestock & animal specialties
On June 14, 2019, Healthcare Solutions Management Group, Inc., a Delaware corporation, and successor in interest to Verity Delaware Inc., a Delaware corporation which was previously a Nevada corporation named Verity Corp. (“we,” “us, “our” or the “Company”) entered into a Merger Agreement (the “Merger Agreement”) by and between the Company, Verity Merger Corp., a wholly-owned subsidiary of the Company and a Delaware corporation (the “Merger Sub”), and Healthcare Solutions Holdings, Inc., a Delaware corporation (“HSH”). Pursuant to the terms of the Merger Agreement, the parties agreed that Merger Sub would merge with and into HSH, with HSH being the surviving entity and becoming a wholly-owned subsidiary of the Company (the “Merger”).
ContractMerger Agreement • November 14th, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals
On September 18, 2019, the Company, R-M Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), The Maslow Media Group, Inc. (“Maslow”), Jeffrey Eberwein, Naveen Doki, and Silvija Valleru (together with Dr. Doki, the “Shareholders”) entered into a Merger Agreement (the “Merger Agreement”). The Merger Agreement provided for, among other things, a business combination whereby Merger Sub would merge with and into Maslow, with Maslow as the surviving entity (the “Merger”). The Merger closed in accordance with the terms of the Merger Agreement on October 29, 2019. As a result of the Merger, the separate corporate existence of Merger Sub ceased, and Maslow continued as the surviving corporation and a wholly owned subsidiary of the Company.
AMERICAN BRIVISION (HOLDING) CORPORATION AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED COMBINED PRO FORMA FINANCIAL INFORMATIONMerger Agreement • February 14th, 2019 • American BriVision (Holding) Corp • Pharmaceutical preparations
On January 31, 2018, American BriVision (Holding) Corporation (“ABVC”, the “Company”) entered into an agreement and plan of merger (the “Merger Agreement”) with BioLite Holding, Inc. (“BioLite”), a Nevada corporation, BioKey, Inc. (“BioKey”), a California corporation, BioLite Acquisition Corp. (“Merger Sub 1”), a Nevada corporation and wholly-owned subsidiary of the Company, and BioKey Acquisition Corp. (“Merger Sub 2”), a California corporation and wholly-owned subsidiary of the Company.
Unaudited Pro Forma CondensedMerger Agreement • December 11th, 2018 • Aerocentury Corp • Services-equipment rental & leasing, nec
On October 26, 2017, AeroCentury Corp. (“AeroCentury” or the “Company”) and JetFleet Holding Corp. (“JHC”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) for the acquisition of JHC by the Company in a reverse triangular merger (“Merger”) for consideration of approximately $2.8 million in cash and 129,286 shares of common stock of the Company, as determined pursuant to the Merger Agreement. JHC is the sole shareholder of JetFleet Management Corp, (“JMC”), which is the manager of the Company’s assets. The Merger was consummated on October 1, 2018. The Company’s common stock issued as consideration in the Merger was offered and sold pursuant to an exemption from registration under Section 3(a)(10) of the Securities Act of 1933, as the California Department of Business Oversight (the “DBO”) had issued a permit for the issuance of such securities to JHC’s shareholders on February 22, 2018 after a fairness hearing before the DBO.
TETRIDYN SOLUTIONS, INC. AND SUBSIDIARY OCEAN THERMAL ENERGY CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONMerger Agreement • July 19th, 2017 • Ocean Thermal Energy Corp • Services-prepackaged software
TetriDyn Solutions, Inc. entered into a certain Agreement and Plan of Merger, dated as of March 1, 2017 (the “Merger Agreement”), by and among TetriDyn Solutions, Inc., a Nevada corporation (“TetriDyn”) and Ocean Thermal Energy Corporation (“OTE”), a Delaware corporation. Pursuant to the Merger Agreement, a newly-created Delaware corporation that is wholly-owned by TetriDyn will merge with and into OTE, with OTE continuing as the surviving corporation and a wholly-owned subsidiary of TetriDyn. All outstanding shares of OTE’s common stock held as of the record date by the stockholders of OTE will be converted into the right to receive newly-issued shares of TetriDyn common stock (the “Merger”). In connection with the Merger, TetriDyn will change its name to Ocean Thermal Energy Corporation. The business operations of OTE shall continue uninterrupted.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSMerger Agreement • February 16th, 2017 • iFresh Inc • Retail-grocery stores
On July 25, 2016, E-compass Acquisition Corp. entered into a merger agreement (the “Merger Agreement”) with iFresh Inc. (“iFresh”), a Delaware corporation, iFresh Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of iFresh, or “Merger Sub,” NYM Holding, Inc. (“NYM”), the stockholders of NYM, and Long Deng, as representative of the stockholders of NYM. Pursuant to the terms of the Merger Agreement, E-Compass merged with and into iFresh in order to redomesticate the Company into Delaware (the “Redomestication”). On February 10, 2017, after the Redomestication, Merger Sub merged with and into NYM, resulting in NYM being a wholly owned subsidiary of iFresh. The transaction constituted a Business Combination. The Company closed the business combination by paying NYM’s stockholders an aggregate of: (i) $5 million in cash, plus, (ii) 12,000,000 shares of the Company’s common stock (the deemed value of the shares in the Merger Agreement). In connection with the closing, holde
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIOINMerger Agreement • September 8th, 2016 • Lilis Energy, Inc. • Crude petroleum & natural gas
On December 29, 2015, Lilis Energy, Inc. (“Lilis” or the “Company”), Lilis Merger Sub, Inc. (“Merger Sub”) and Brushy Resources, Inc. (“Brushy”) entered into an Agreement and Plan of Merger (the “merger agreement”). Pursuant to the merger agreement, each outstanding share of Brushy common stock will be exchanged for approximately .4449 shares of Lilis common stock, after effecting a reverse stock split (the “merger consideration”), and Merger Sub will merge with and into Brushy (the “merger”) with Brushy continuing as the surviving corporation and a direct wholly-owned subsidiary of Lilis.
INTRODUCTION TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATIONMerger Agreement • May 19th, 2014 • Stationdigital Corp • Retail-miscellaneous retail
On April 23, 2014, Alarming Devices, Inc., a Nevada corporation (the “Registrant” or the “Company”), entered into and consummated the Agreement and Plan of Merger (the “Merger Agreement”) with StationDigital, Inc., a Delaware corporation (“StationDigital”). Upon consummation of the transactions set forth in the Merger Agreement (the “Closing”), the Registrant adopted the business plan of Station Digital.
KITARA MEDIA CORP. (F/K/A ASCEND ACQUISITION CORP.) PRO FORMA FINANCIAL INFORMATION (UNAUDITED)Merger Agreement • September 16th, 2013 • Kitara Media Corp. • Services-computer processing & data preparation
On June 12, 2013, Kitara Media Corp. (f/k/a Ascend Acquisition Corp.) (“Ascend”), a Delaware corporation, entered into the Merger Agreement and Plan of Organization, as amended on July 1, 2013 (“Merger Agreement”), by and among Ascend, Ascend Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Ascend (“ Merger Sub LLC ”), Ascend Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Ascend (“ Merger Sub Inc. ”), Kitara Media, LLC, a Delaware limited liability company (“Kitara Media”), New York Publishing Group, Inc., a Delaware corporation (“NYPG”), and those certain security holders of Kitara Media and NYPG executing the “Signing Holder Signature Page” thereto, which security holders held all of the outstanding membership interests of Kitara Media (the “ Kitara Signing Holder ”) and all of the outstanding shares of common stock of NYPG (the “NYPG Signing Holder” and together with the Kitara Signing Holder, the “ Signing Holders ”).
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION AS OF JUNE 30, 2011, FOR THE SIX MONTHS ENDED JUNE 30, 2011, AND FOR THE YEAR ENDED DECEMBER 31, 2010Merger Agreement • September 20th, 2011 • Attunity LTD • Services-prepackaged software
In connection with the Acquisition, the Company secured a short-term loan in the principal amount of $3.0 million from an Israeli bank (the " Bridge Loan”), which is repayable in January 2012 and bears interest at the rate of LIBOR plus 6%. Also, the Company and Plenus Technologies Ltd. (including its affiliates, "Plenus") entered into an amendment to the Loan Agreement and the related security agreements, all dated as of January 31, 2007 (as amended on March 30, 2009, the “Plenus Loan”), whereby, among other things, (i) the period during which Plenus is entitled to compensation (in general, 15% of the proceeds payable in a Fundamental Transaction (which term is defined in the Loan Agreement to include a sale of the Company through a merger, selling all or substantially all of the Company's assets, or a transaction in which a person or entity acquires more than 50% of the Company's outstanding shares)) upon consummation of a Fundamental Transaction was extended until December 31, 2017,
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data)Merger Agreement • January 14th, 2011 • Insmed Inc • Pharmaceutical preparations
Insmed Incorporated, a Virginia corporation (“Insmed” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Transave, Inc., a Delaware corporation (“Transave Inc.”), certain wholly owned subsidiaries of the Company and the Stockholders Agent (as defined in the Merger Agreement) on December 1, 2010, pursuant to which one of the Company’s wholly owned subsidiaries was merged with and into Transave Inc., with Transave Inc. as the surviving corporation and, immediately thereafter and as part of an integrated transaction, Transave Inc. was merged with and into Transave, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Transave LLC”), with Transave LLC as the surviving company (collectively, the “merger”). As a result of the merger, the separate corporate existence of Transave Inc. ceased to exist and Transave LLC survived the merger as a wholly owned subsidiary of the Company. For purposes hereof, “Transave” mea
ContractMerger Agreement • March 29th, 2010 • Rural Electric Cooperative Grantor Trust Kepco Series 1997 • Asset-backed securities
As of December 31, 2000, Morgan Guaranty Trust Company of New York ("Morgan Guaranty") was a wholly owned bank subsidiary of J.P. Morgan Chase & Co., a Delaware corporation whose principal office is located in New York, New York. Morgan Guaranty was a commercial bank offering a wide range of banking services to its customers both domestically and internationally. Its business was subject to examination and regulation by Federal and New York State banking authorities.
ACROSS AMERICA REAL ESTATE EXCHANGE, INC. UNAUDITED CONDENSED CONSOLIDATED PRO FORMA FINANCIAL INFORMATIONMerger Agreement • February 25th, 2010 • Across America Real Estate Exchange, Inc. • Land subdividers & developers (no cemeteries)
On February 24, 2010, Across America Real Estate Exchange, Inc. (“AAEX”, the “Registrant, or the “Company”), entered an Agreement and Plan of Merger and Reorganization (the “Agreement”) with Accredited Members, Inc. (“AMI”). Pursuant to the Agreement, AMI merged with and into AAEX Acquisition Corp., a wholly owned subsidiary of AAEX and was the surviving entity in this transaction (the “Merger Transaction”). As such, upon closing the Merger Transaction AMI became a wholly-owned subsidiary of the Registrant. To effect the Merger Transaction, the Registrant acquired all of the outstanding shares of AMI by the issuance of an aggregate of 25,554,010 shares of common stock, representing approximately 89% of the outstanding common stock after the transaction. The number of AAEX common shares received by AMI’s shareholders depended on the number of number of shares each held and that were outstanding at the closing of the Merger Transaction. Additionally, upon the effective date of the transa
Southridge Technology Group, Inc. RxElite Holdings, Inc. Unaudited Pro Forma Condensed Consolidated Financial InformationMerger Agreement • July 17th, 2007 • Southridge Technology Group, Inc. • Services-computer programming services
On July 13, 2007, Southridge Technology Group, Inc., a Delaware corporation (“STG”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among STG, RxElite Holdings Inc., a privately held Delaware corporation (“RxElite”), and RxElite Acquisition Corp., a newly formed, wholly-owned Delaware subsidiary of STG (“Acquisition Sub”). Upon closing of the merger transaction contemplated under the Merger Agreement (the “Merger”), Acquisition Sub was merged with and into RxElite, and RxElite, as the surviving corporation, became a wholly-owned subsidiary of STG.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSMerger Agreement • June 25th, 2007 • Paivis, Corp ./Nv/ • Telephone communications (no radiotelephone)
On April 21, 2006, APO Health, Inc., a Nevada corporation (“APO”), entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with APO Health Acquisition Corp, Inc., a Nevada corporation and wholly-owned subsidiary of APO (“APO Acquisition”), and Jupiter Global Holdings, Corp., a Nevada corporation (“Jupiter”). The Merger Agreement provided that upon the terms and subject to the conditions set forth in the Merger Agreement, APO Acquisition will merge with and into Jupiter, with Jupiter being the surviving corporation and a wholly-owned subsidiary of APO.
Unaudited Condensed Combined Pro Forma Financial InformationMerger Agreement • July 18th, 2005 • Websidestory Inc • Services-business services, nec
On May 4, 2005, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated February 8, 2005, entered into by and among WebSideStory, WSSI Acquisition Company, a California corporation and a direct, wholly-owned subsidiary of WebSideStory (“Merger Sub”), the Company, and Charles M. Linehan, as the Holder Representative WebSideStory acquired the Company by merging the Company with and into Merger Sub, with the Company surviving as a wholly owned subsidiary of WebSideStory. Under the terms of the Merger Agreement, WebSideStory paid approximately $4,199,000 in cash and issued 2,958,714 shares of common stock and 164,434 options to purchase WebSideStory common stock in exchange for the outstanding capital stock and options of the Company. The Company’s shareholders also have the right to receive an earn-out payment, not to exceed $4.1 million, contingent on achievement of certain revenues by the Company in the fifteen-month period following the closing. Because the earn-ou
