Common Contracts

3 similar Merger Agreement contracts by LookSmart Group, Inc.

Subject to Completion, Dated October 16, 2015)
Merger Agreement • October 16th, 2015 • LookSmart Group, Inc. • Services-computer processing & data preparation

As you know, on April 23, 2015, LookSmart, Ltd. (“LS”) and its wholly owned subsidiary, LookSmart Group, Inc. (“Group”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pyxis Tankers Inc. and its wholly owned subsidiary, Maritime Technologies Corp. As a condition precedent to the closing of the Merger Agreement, LS is required to transfer, and then spin off, all of its business, assets and liabilities to Group. In order to satisfy the conditions of the Merger Agreement, LS formed Group and transferred all of the business, assets and liabilities to Group. After Group has been separated from LS by means of the distribution described in the enclosed Information Statement, Group will be an independent public company as required by the Merger Agreement.

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Subject to Completion, Dated , 2015)
Merger Agreement • September 29th, 2015 • LookSmart Group, Inc. • Services-computer processing & data preparation

As you know, on April 23, 2015, LookSmart, Ltd. (“LS”) and its wholly owned subsidiary, LookSmart Group, Inc. (“Group”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pyxis Tankers Inc. and its wholly owned subsidiary, Maritime Technologies Corp. As a condition precedent to the closing of the Merger Agreement, LS is required to transfer, and then spin off, all of its business, assets and liabilities to Group. In order to satisfy the conditions of the Merger Agreement, LS formed Group and transferred all of the business, assets and liabilities to Group. After Group has been separated from LS by means of the distribution described in the enclosed Information Statement, Group will be an independent public company as required by the Merger Agreement.

Subject to Completion, Dated , 2015)
Merger Agreement • August 25th, 2015 • LookSmart Group, Inc. • Services-computer processing & data preparation

As you know, on April 23, 2015, LookSmart, Ltd. (“LS”) and its wholly owned subsidiary, LookSmart Group, Inc. (“Group”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pyxis Tankers Inc. and its wholly owned subsidiary, Maritime Technologies Corp. As a condition precedent to the closing of the Merger Agreement, LS is required to transfer, and then spin off, all of its business, assets and liabilities to Group. In order to satisfy the conditions of the Merger Agreement, LS formed Group and transferred all of the business, assets and liabilities to Group. After Group has been separated from LS by means of the distribution described in the enclosed Information Statement, Group will be an independent public company as required by the Merger Agreement.

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