Common Contracts

BluePhoenix Solutions, Ltd. Amended and Restated Merger Agreement

Merger Agreement • October 15th, 2014 • Bluephoenix Solutions LTD • Services-computer programming services • Delaware

• Contract Type
  Merger Agreement
• Filed
  October 15th, 2014
• Company
  Bluephoenix Solutions LTD
• Industry
  Services-computer programming services
• Jurisdiction
  Delaware

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of October 14, 2014, by and among: BluePhoenix Solutions Ltd., an Israeli company (the “Foreign Parent”), Modern Systems Corporation (f/k/a BluePhoenix Solutions USA, Inc.), a Delaware corporation and an indirect, wholly-owned subsidiary of Foreign Parent (“Parent”); BP-AT Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”); Sophisticated Business Systems, Inc., a Texas corporation doing business as “Ateras” (the “Company”); the stockholders of the Company listed on the signature page hereof; and Scott Miller (“Stockholder Representative”). Foreign Parent, Parent, Merger Sub, Company and Stockholder Representative are each a “Party” and collectively the “Parties” to this Agreement. Capitalized terms used in this Agreement are defined in Exhibit A.

AGREEMENT AND PLAN OF MERGER by and among BLUEPHOENIX SOLUTIONS LTD. BLUEPHOENIX SOLUTIONS USA, INC. BP-AT ACQUISITION CORPORATION, SOPHISTICATED BUSINESS SYSTEMS, INC., THE STOCKHOLDERS OF SOPHISTICATED BUSINESS SYSTEMS, INC. And SCOTT MILLER As...

Merger Agreement • August 14th, 2014 • Bluephoenix Solutions LTD • Services-computer programming services • Delaware

• Contract Type
  Merger Agreement
• Filed
  August 14th, 2014
• Company
  Bluephoenix Solutions LTD
• Industry
  Services-computer programming services
• Jurisdiction
  Delaware

This AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of August 5, 2014, by and among: BluePhoenix Solutions USA, Ltd., an Israeli company (the “Foreign Parent”), BluePhoenix Solutions, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Foreign Parent (“Parent”); BP-AT Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”); Sophisticated Business Systems, Inc., a Texas corporation doing business as “Ateras” (the “Company”); the stockholders of the Company listed on the signature page hereof; and Scott Miller (“Stockholder Representative”). Foreign Parent, Parent, Merger Sub, Company and Stockholder Representative are each a “Party” and collectively the “Parties” to this Agreement. Capitalized terms used in this Agreement are defined in Exhibit A.