EXHIBIT U --------- APN HOLDING COMPANY, INC. July 31, 2007 VIA FAX AND FEDERAL EXPRESS --------------------------- Salton, Inc. 1955 W. Field Court Lake Forest, IL 60045 Attention: SFP Merger Sub, Inc. c/o Salton, Inc. 1955 W. Field Court Lake...Merger Agreement • July 31st, 2007 • Harbinger Capital Partners Master Fund I, Ltd. • Electric housewares & fans
Contract Type FiledJuly 31st, 2007 Company Industry
Exhibit 99.3 CONFIDENTIAL MEMORANDUM To: Former Employees of Insight From: Sidney R. Knafel Michael S. Willner Date: September 16, 2005 Re: Going Private Transaction ------------------------------------------------------------------- ------------- As...Merger Agreement • September 16th, 2005 • Insight Communications Co Inc • Cable & other pay television services
Contract Type FiledSeptember 16th, 2005 Company Industry
Exhibit 17.2 August 18, 2005 Dear Members of the Board of Directors of Teda Travel, Inc.: Reference is made to the Agreement and Plan of Merger ("Merger Agreement"), dated as of August 18, 2005, is entered into by and among TEDA TRAVEL, INC., a...Merger Agreement • August 19th, 2005 • Teda Travel Inc • Services-management services
Contract Type FiledAugust 19th, 2005 Company IndustryReference is made to the Agreement and Plan of Merger ("Merger Agreement"), dated as of August 18, 2005, is entered into by and among TEDA TRAVEL, INC., a Florida corporation ("Teda"), TEDA FRACTIONAIR MERGER SUB, INC., a Nevada corporation and wholly-owned subsidiary of Teda ("Merger Subsidiary"), and FRACTIONAIR, INC., a Delaware corporation ("FractionAir"). I hereby voluntarily resign from my position as (i) a member of the Board of Directors of Teda, and (ii) as Chief Financial Officer (and other officer positions held, if any) of Teda, each effective upon the effective date of the merger contemplated in the Merger Agreement.
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER Agreement and Plan of Merger was previously filed by the Company as an exhibit to its Current Report on Form 8-K, filed August 13, 2004 (SEC File No. 000-30831), and is incorporated herein by reference.Merger Agreement • September 20th, 2004 • Capital Growth Systems Inc /Fl/ • Blank checks
Contract Type FiledSeptember 20th, 2004 Company IndustryAgreement and Plan of Merger was previously filed by the Company as an exhibit to its Current Report on Form 8-K, filed August 13, 2004 (SEC File No. 000-30831), and is incorporated herein by reference.
EXECUTED CONTRACT BETWEEN OLIMPIA, OLIMPIA'S SHAREHOLDERS AND HOPAMerger Agreement • February 26th, 2003 • Telecom Italia S P A • Communications services, nec
Contract Type FiledFebruary 26th, 2003 Company IndustryMilan, 21 February 2003 - Olimpia Spa, its shareholders (Pirelli Spa, Edizione Holding Spa / Edizione Finance International Sa, Banca Intesa Spa, Unicredito Italiano Spa) and Hopa Spa, executed today the definitive contract reflecting the agreement reached on December 19, 2002.
December 13, 2002 Gregory W. Holcomb c/o Chad Industries, Inc. 650 West Freedom Avenue Orange, California 92865 Re: Agreement and Plan of Merger dated as of June 27, 2001 (the "Merger Agreement") by and among Adept Technology, Inc. ("Adept"), Chad...Merger Agreement • February 11th, 2003 • Adept Technology Inc • Special industry machinery, nec
Contract Type FiledFebruary 11th, 2003 Company Industry
EXHIBIT 1 AGREEMENT AND PLAN OF MERGER Incorporated by reference to Exhibit 2.2 to MGC's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001Merger Agreement • April 5th, 2002 • Provider Healthnet Services Inc • Insurance agents, brokers & service
Contract Type FiledApril 5th, 2002 Company Industry
March 21, 2002 2KSounds, Inc. 21700 Oxnard Street #1030 Woodland Hills, CA 91367 Re: Amendment to Amended and Restated Merger Agreement Gentlemen: The parties to that certain Amended and Restated Agreement and Plan of Merger among Wireless Synergies,...Merger Agreement • March 22nd, 2002 • Texas E Solutions Inc • Blank checks
Contract Type FiledMarch 22nd, 2002 Company Industry
1 ARTICLES OF MERGER OF GRANADA MINERAL PRODUCTS, INC. AND SARENGHETTI ENTERPRISES I, JACK TURNER, AS THE SOLE OFFICER OF GRANADA MINERAL PRODUCTS, INC. AND SARENGHETTI ENTERPRISES, HEREBY CERTIFY: 1. A Share Exchange and Merger Agreement was adopted...Merger Agreement • May 9th, 2001 • Granada Mineral Products Inc • Non-operating establishments
Contract Type FiledMay 9th, 2001 Company Industry
January 26, 2001 Dear Pennaco Energy, Inc. Stockholder: As you are aware, on December 22, 2000, Pennaco Energy, Inc. ("Pennaco" or the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Marathon Oil Company and...Merger Agreement • January 26th, 2001 • Pennaco Energy Inc • Crude petroleum & natural gas
Contract Type FiledJanuary 26th, 2001 Company Industry
EXHIBIT 5 [LETTERHEAD OF RELIASTAR FINANCIAL CORP.] June 27, 2000 ING Groep N.V. ING America Insurance Holdings, Inc. SHP Acquisition Corp. 5780 Powers Ferry Road, NW Atlanta, Georgia 30327-4390 Attn: Michael W. Cunningham Re: Amendment No. 1 to...Merger Agreement • July 5th, 2000 • Ing Groep Nv • Life insurance
Contract Type FiledJuly 5th, 2000 Company Industry
Exhibit 2 --------- [Wesley Jessen VisionCare, Inc. letterhead] April 10, 2000 VIA FACSIMILE AND HAND DELIVERY ------------------------------- Ocular Sciences, Inc. 475 Eccles Avenue South San Francisco, CA 94080 Attn: John Fruth, Chairman of the...Merger Agreement • April 10th, 2000 • Wesley Jessen Visioncare Inc • Ophthalmic goods
Contract Type FiledApril 10th, 2000 Company Industry
As of March 30, 2000 Politic Acquisition Corp. c/o Welsh, Carson, Anderson & Stowe 320 Park Avenue, Suite 2500 New York, New York 10022-6815 Ladies and Gentlemen: Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the...Merger Agreement • March 31st, 2000 • Policy Management Systems Corp • Insurance agents, brokers & service
Contract Type FiledMarch 31st, 2000 Company IndustryReference is made to the Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), between Policy Management Systems Corporation, a South Carolina corporation (the "Company"), and Politic Acquisition Corp., a South Carolina corporation ("Acquisition"). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.
EXHIBIT 10.1 March 7, 2000 (VIA FEDERAL EXPRESS & TELECOPY) ITI Technologies, Inc. 2266 North Second Street North St. Paul, MN 55109 Attention: Thomas L. Auth President and Chief Executive Officer Re: AGREEMENT AND PLAN OF MERGER AND REORGANIZATION...Merger Agreement • March 29th, 2000 • Iti Technologies Inc • Communications equipment, nec
Contract Type FiledMarch 29th, 2000 Company IndustryRe: AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BETWEEN ITI TECHNOLOGIES, INC. AND SLC TECHNOLOGIES, INC. DATED AS OF SEPTEMBER 28, 1999 (THE "MERGER AGREEMENT") ----------------------------------------------------
PRINCIPALSMerger Agreement • January 24th, 2000 • Ravisent Technologies Inc • Services-prepackaged software
Contract Type FiledJanuary 24th, 2000 Company Industry
Exhibit 8 September 30 , 1999 The Associated Group, Inc. 200 Gateway Towers Pittsburgh, Pennsylvania 15222 Dear Sir or Madam: Reference is made to the Agreement and Plan of Merger dated as of May 28, 1999 (the "Merger Agreement") by and among AT&T...Merger Agreement • October 8th, 1999 • Associated Group Inc • Radiotelephone communications
Contract Type FiledOctober 8th, 1999 Company IndustryReference is made to the Agreement and Plan of Merger dated as of May 28, 1999 (the "Merger Agreement") by and among AT&T Corp., A-Group Merger Corp., Liberty Media Corporation ("Liberty") and The Associated Group, Inc. (the "Company"). Capitalized terms used in this letter and not defined herein have the respective meanings given to them in the Merger Agreement.
LIST BRIEFLY IDENTIFYING THE CONTENTS OF ALL OMITTED SCHEDULES TO THE MERGER AGREEMENTMerger Agreement • August 6th, 1999 • Infousa Inc • Services-direct mail advertising services
Contract Type FiledAugust 6th, 1999 Company Industry
EXHIBIT 1 Agreement and Plan of Merger and ReorganizationMerger Agreement • June 22nd, 1999 • Doubleclick Inc • Services-advertising
Contract Type FiledJune 22nd, 1999 Company Industry
Exhibit 2 AGREEMENT AND PLAN OF MERGER dated as of May 20, 1999 among ARMCO INC. AK STEEL HOLDING CORPORATIONMerger Agreement • June 1st, 1999 • Armco Inc • Steel works, blast furnaces & rolling mills (coke ovens)
Contract Type FiledJune 1st, 1999 Company Industry
Dated as of May 16, 1999 Global Crossing Ltd. 150 El Camino Drive Beverly Hills, California 90212 Attention: Tom Casey Reference is made to the Merger Agreement, dated as of May 16, 1999 (as amended, supplemented or otherwise modified from time to...Merger Agreement • May 21st, 1999 • Global Crossing LTD • Telephone communications (no radiotelephone)
Contract Type FiledMay 21st, 1999 Company IndustryReference is made to the Merger Agreement, dated as of May 16, 1999 (as amended, supplemented or otherwise modified from time to time, the "Merger Agreement") between Global Crossing Ltd. ("Global Crossing") and U S WEST, Inc. ("U S WEST").
Dated as of May 16, 1999 Global Crossing Ltd. 150 El Camino Drive Beverly Hills, California 90212 Attention: Tom Casey Reference is made to the Merger Agreement, dated as of May 16, 1999 (as amended, supplemented or otherwise modified from time to...Merger Agreement • May 21st, 1999 • U S West Inc /De/ • Telephone communications (no radiotelephone)
Contract Type FiledMay 21st, 1999 Company IndustryReference is made to the Merger Agreement, dated as of May 16, 1999 (as amended, supplemented or otherwise modified from time to time, the "Merger Agreement") between Global Crossing Ltd. ("Global Crossing") and U S WEST, Inc. ("U S WEST").
EXHIBIT A --------- WCAS CAPITAL PARTNERS III, L.P. 320 Park Avenue, Suite 2500 New York, New York 10022 April 5, 1999 Colonial Acquisition Corp. c/o Welsh, Carson, Anderson & Stowe VIII, L.P. 320 Park Avenue Suite 2500 New York, New York 10022-6815...Merger Agreement • April 7th, 1999 • Banctec Inc • Computer peripheral equipment, nec
Contract Type FiledApril 7th, 1999 Company IndustryReference is made to the Agreement and Plan of Merger, dated as of the date hereof (the "Agreement"), between BancTec, Inc. (the "Company") and Colonial Acquisition Corp. ("Acquisition"). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement.
EXHIBIT 10.31 February 25, 1999 Mr. Gary Wolfe Managing Director NationsBanc Montgomery Securities, LLC 100 North Tryon Street Charlotte, NC 28255 Dear Mr. Wolfe The Board of Directors of CMI Management, Inc. has approved the termination of the Merger...Merger Agreement • April 1st, 1999 • Cmi Industries Inc • Broadwoven fabric mills, cotton
Contract Type FiledApril 1st, 1999 Company Industry
March 11, 1999 Deutsche Bank AG Taunusanlage 12 60325 Frankfurt am Main Germany Dear Sirs: We refer to the Agreement and Plan of Merger by and among Deutsche Bank AG ("DB"), Circle Acquisition Corporation and Bankers Trust Corporation ("BT") dated as...Merger Agreement • March 12th, 1999 • Bankers Trust Corp • State commercial banks
Contract Type FiledMarch 12th, 1999 Company IndustryWe refer to the Agreement and Plan of Merger by and among Deutsche Bank AG ("DB"), Circle Acquisition Corporation and Bankers Trust Corporation ("BT") dated as of November 30, 1998 (the "Merger Agreement").
Alamo Group Inc. 750 E. Mulberry, Suite 401 San Antonio, TX 78212Merger Agreement • March 1st, 1999 • Madison Dearborn Capital Partners L P • Farm machinery & equipment
Contract Type FiledMarch 1st, 1999 Company IndustryReference is made to that certain Amended and Restated Agreement and Plan of Merger dated as of September 4, 1998 by and among Alamo Group Inc., a Delaware corporation ("Alamo"), WEC Company, a Delaware corporation ("WEC") and AGI Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of WEC ("AGI") (the "Merger Agreement"). Alamo, WEC and AGI hereby terminate the Merger Agreement pursuant to, and in accordance with Section 8(a)(i) thereof effective as of the date hereof.
1 EXHIBIT 2.02 LIST AND AGREEMENT TO FURNISH OMITTED SCHEDULES AND EXHIBITS TO MERGER AGREEMENT COMPANY DISCLOSURE SCHEDULE Section 3.01(a) Organization, Standing and Corporate Power Section 3.01(b) Subsidiaries Section 3.01(c) Capital Structure...Merger Agreement • February 18th, 1999 • Quintiles Transnational Corp • Services-commercial physical & biological research
Contract Type FiledFebruary 18th, 1999 Company Industry
Schedule 3.2.1 Lease Terms Schedule 3.2.2 Schedule of Retained Assets and Permitted Liabilities Schedule 4.2.1 Subsidiaries Schedule 4.2.4 Required Consents Schedule 4.2.5 Stock Schedule 4.2.6 Subsidiaries Schedule 4.2.9 Liabilities Schedule 4.2.14...Merger Agreement • November 23rd, 1998 • Besicorp Group Inc • Heating equipment, except electric & warm air furnaces
Contract Type FiledNovember 23rd, 1998 Company Industry
EXHIBIT 99.3 EASTERN ENVIRONMENTAL SERVICES, INC. 1000 CRAWFORD PLACE, SUITE 400 MT. LAUREL, NEW JERSEY 08054 SEPTEMBER [ ], 1998 Dear Stockholder: On August 16, 1998, Eastern Environmental Services, Inc. ("Eastern") entered into an agreement and plan...Merger Agreement • September 25th, 1998 • Waste Management Inc • Refuse systems
Contract Type FiledSeptember 25th, 1998 Company Industry
August 7, 1998 Via Telecopier (415) 983-8826 McKesson Corporation One Post Street San Francisco, CA 94104 Attention: Ivan D. Meyerson, Esq. Reference is hereby made to that certain Agreement and Plan of Merger by and among McKesson Corporation,...Merger Agreement • August 12th, 1998 • McKesson Corp • Wholesale-drugs, proprietaries & druggists' sundries
Contract Type FiledAugust 12th, 1998 Company Industry
July 13, 1998 First Colorado Bancorp, Inc. ("First Colorado") held a special meeting of stockholders today, during which the stockholders approved a reorganization and merger agreement by and among First Colorado, Commercial Federal Corporation...Merger Agreement • July 21st, 1998 • First Colorado Bancorp Inc • Savings institution, federally chartered
Contract Type FiledJuly 21st, 1998 Company Industry
VIVENDI 42 Ave de Friedland Paris 08 France June 29, 1998Merger Agreement • June 30th, 1998 • Vivendi
Contract Type FiledJune 30th, 1998 CompanyIt is Vivendi's understanding that Philadelphia Suburban Corporation ("PSC") and Consumers Water Company ("Consumers") are entering into an Agreement and Plan of Merger, dated as of June 27, 1998 (the "Merger Agreement") which Merger Agreement generally provides for the merger (the "Merger") of Consumers into Consumers Acquisition Company, a Pennsylvania corporation and wholly owned subsidiary of PSC, and the conversion of the issued and outstanding common shares of Consumers into common shares of PSC, as described in the draft press release attached hereto ("Press Release").
May 6, 1998 Mr. Peter W. van Wel Wolters Kluwer U.S. Corporation 161 North Clark Street Chicago, IL 60601 Bruce C. Lenz MP Acquisition Corp. 161 North Clark Street Chicago, IL 60601 Dear Messrs. van Wel and Lenz: Reference is made to the Agreement and...Merger Agreement • May 8th, 1998 • Wolters Kluwer Us Corp • Books: publishing or publishing & printing
Contract Type FiledMay 8th, 1998 Company Industry
EXHIBIT 2.02 November 3, 1997 THINK New Ideas, Inc. 45 West 36th Street, 12th Floor New York, NY 10018 Attn: Ronald E. Bloom, President Dear Gentlemen: Reference is made to a certain Agreement and Plan of Merger dated as of November 3, 1997 by and...Merger Agreement • January 20th, 1998 • Think New Ideas Inc • Services-business services, nec
Contract Type FiledJanuary 20th, 1998 Company IndustryReference is made to a certain Agreement and Plan of Merger dated as of November 3, 1997 by and among THINK New Ideas, Inc., BBG New Media, Inc. (the "Company") and Daniel McCartney and Joseph Nicholson, as sole stockholders of the Company (the "Merger Agreement").
Family Golf Centers, Inc 225 Broadhollow Road Melville, New York 11747Merger Agreement • December 31st, 1997 • Metrogolf Inc • Services-amusement & recreation services
Contract Type FiledDecember 31st, 1997 Company IndustryFamily Golf Centers, Inc., a Delaware corporation ("Parent"), Family Golf Acquisition, Inc., a Colorado corporation and wholly-owned subsidiary of Parent ("Acquisition") and MetroGolf Incororated, a Colorado corporation (the "Company") intend to enter into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Acquisition will be merged with and into the Company (the "Merger") resulting in a new corporation (the "Surviving Corporation"). Prior to the consummation of the Merger, Parent intends to conduct a tender offer (the "Tender Offer") for all of the Company's outstanding common stock. As a result of the proposed transactions, the Surviving Corporation will become a wholly-owned subsidiary of Parent.
AGREEMENT OF MERGER OF AQUACHLOR MARKETING, INC. (A Utah Corporation) AND AQUACHLOR MARKETING, INC. (A Nevada Corporation)Merger Agreement • December 16th, 1997 • First Deltavision Inc
Contract Type FiledDecember 16th, 1997 CompanyThis Agreement of Merger entered into between AQUACHLOR MARKETING, INC., a Utah Corporation, herein ("Merging Corporation") and AQUACHLOR MARKETING, INC. herein ("Surviving Corporation"). 1. Merging Corporation shall be merged into Surviving Corporation. 2. Each outstanding share of Merging Corporation shall be converted to each share of Surviving Corporation. 3. The Merging Corporation shall from time to time, as and when requested by Surviving Corporation, execute and deliver all such documents and instruments and take all such action necessary or desirable to evidence or carry out this merger. 4. The effect of this merger and the effective date of the merger are as prescribed by law.