Common Contracts

7 similar Merger Agreement contracts by CardConnect Corp., IMMS, Inc., Inpixon, others

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
Merger Agreement • December 12th, 2023 • MDWerks, Inc. • Blank checks

The following unaudited pro forma combined financial data are presented to illustrate the effect of the following merger agreement (the “Merger”): On February 13, 2023, MDwerks, Inc. (the “Company”) entered into a Merger Agreement (the “Merger Agreement”), by and between the Company, MD-TT Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”) and Two Trees Beverage Co. (“Two Trees”). The Merger Agreement was amended on February 16, 2023, September 11, 2023 and December 7, 2023. The Company, Merger Sub and Two Trees may be referred to herein collectively as the “Parties” and separately as a “Party.” The Merger closed on December 8, 2023.

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TRAQIQ, INC. PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2023 (UNAUDITED)
Merger Agreement • November 16th, 2023 • Traqiq, Inc. • Services-computer programming services

On May 19, 2023, TraQiQ, Inc. (“TraQiQ” or the “Company”) entered into an Agreement and Plan of Merger (the “Titan Merger Agreement”) by and among TraQiQ, Titan Trucking, LLC (“Titan”) and the owners of Titan on May 19, 2023 (the “acquisition date”). Pursuant to the terms and conditions of the Titan Merger Agreement, the Company’s subsidiary Titan Merger Sub Corp. (“Merger Sub”) was merged with and into Titan on the acquisition date with Titan surviving as a wholly owned subsidiary of the Company (the “Titan Merger”). For U.S. federal income tax purposes, the Titan Merger qualified as a tax-free “reorganization”. Under the Terms of the Titan Merger Agreement, the Company agreed to pay the Titan owners 630,900 shares of the Company’s Series C Preferred Stock. Additionally, the company agreed to an inter-company capital contribution transfer of $500,000 to Titan. Concurrent to the Titan Merger, the Company’s CEO and one of the Company’s Directors resigned from their respective positions

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
Merger Agreement • March 20th, 2023 • 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 (the “Business Combination”) to be issued to Inpixon stockholders.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Merger 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 Combined Financial Information
Merger Agreement • August 11th, 2021 • Sugarmade, Inc. • Wholesale-paper & paper products

On May 12, 2021, SugarMade, Inc. (the “Company”, “Sugarmade”, “we”, “us”, “our”) entered into an Agreement and Plan of Merger, as amended (the “Merger Agreement”) by and between Lemon Glow Corporation, a California corporation (“Lemon Glow”), Carnaby Spot Bay Corp, a California corporation and a wholly owned subsidiary of the Company (“Merger Sub”) and Ryan Santiago (the “Shareholder Representative”), pursuant to which, on May 25, 2021 and upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub merged with and into Lemon Glow, with Lemon Glow being the surviving corporation (the “Merger”). As a result of the Merger, Lemon Glow became a wholly-owned subsidiary of the Company.

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
Merger Agreement • April 7th, 2017 • CardConnect Corp. • Blank checks

As previously reported, CardConnect Corp. (“CardConnect”) has entered into that certain Agreement and Plan of Merger, dated as of April 3, 2017 (the “Merger Agreement”), by and among CardConnect, CCN Chicago, LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of CardConnect (“Merger Sub”), MertzCo, Inc., an Illinois corporation and independent sales agent of CardConnect (“MertzCo”), and Michael J. Mertz, the sole stockholder of MertzCo (“Seller”). Pursuant to the Merger Agreement, CardConnect acquired MertzCo in exchange for cash and the issuance of shares of CardConnect’s common stock. Pursuant to the Merger Agreement, MertzCo was merged with and into Merger Sub, with Merger Sub continuing as the surviving entity following such merger (the “Merger”).

Unaudited Pro Forma Condensed Consolidated Financial Statements of IMMS
Merger Agreement • July 25th, 2008 • IMMS, Inc. • Services-racing, including track operation

The following unaudited pro forma condensed consolidated financial statements have been prepared from, and should be read in conjunction with, the historical financial statements and related notes thereto of IMMS, Inc. (“IMMS”) and EV Rental Cars, LLC (“EV”) and are not necessarily indicative of the financial position or operating results that would have occurred had the transactions described below been in effect on the date indicated.

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