Common Contracts
9 similar Merger Agreement contracts by Align Technology Inc, Autodesk Inc, Foxhollow Technologies, Inc., others
AGREEMENT AND PLAN OF MERGER BY AND AMONG SOLARCITY CORPORATION, SUNFLOWER ACQUISITION CORPORATION, SUNFLOWER ACQUISITION LLC, SILEVO, INC., RICHARD LIM, AS SECURITYHOLDER REPRESENTATIVE, AND, WITH RESPECT TO ARTICLE VIII, ARTICLE IX AND ARTICLE X...Merger Agreement • June 17th, 2014 • Solarcity Corp • Construction - special trade contractors • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 16, 2014 by and among SolarCity Corporation, a Delaware corporation (“Parent”), Sunflower Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub One”), Sunflower Acquisition LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub Two” and together with Merger Sub One, “Merger Subs”), Silevo, Inc., a Delaware corporation (the “Company”), Richard Lim, solely in his capacity as securityholder representative (the “Securityholder Representative”), and, with respect to Article VIII, Article IX and Article X only, U.S. Bank National Association, as Escrow Agent (the “Escrow Agent”). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in Article I.
AGREEMENT AND PLAN OF MERGER BY AND AMONG FUSION-IO, INC., CAPRI MERGER SUB, INC., NEXGEN STORAGE, INC., AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE EXCLUSIVE REPRESENTATIVE OF THE EFFECTIVE TIME STOCKHOLDERS NAMED HEREIN Dated as of April 24,...Merger Agreement • April 24th, 2013 • Fusion-Io, Inc. • Computer storage devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 24, 2013 by and among Fusion-io, Inc., a Delaware corporation (“Parent”), Capri Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”), NexGen Storage, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the exclusive representative of the Effective Time Stockholders (as defined herein) in connection with the transactions contemplated by this Agreement (the “Representative”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG TERADATA CORPORATION, OAKLAND MERGER CORPORATION, ASTER DATA SYSTEMS, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE EXCLUSIVE REPRESENTATIVE OF THE INDEMNIFYING PARTIES NAMED HEREIN Dated as of...Merger Agreement • April 6th, 2011 • Teradata Corp /De/ • Electronic computers • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 2, 2011 by and among Teradata Corporation, a Delaware corporation (“Parent”), Oakland Merger Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Aster Data Systems, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the exclusive representative of the Indemnifying Parties in connection with the transactions contemplated by this Agreement (the “Representative”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG ALIGN TECHNOLOGY, INC., BLISS ACQUISITION CORPORATION, CADENT HOLDINGS, INC., SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS SECURITYHOLDER REPRESENTATIVE, AND Dated as of March 29, 2011Merger Agreement • April 1st, 2011 • Align Technology Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of March 29, 2011 by and among Align Technology, Inc., a Delaware corporation (“Parent”), Bliss Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Cadent Holdings, Inc., a Delaware corporation (the “Company”), Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as Securityholder Representative hereunder (the “Securityholder Representative”) and U.S. Bank National Association, as Escrow Agent (the “Escrow Agent”). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in Article I hereof.
AGREEMENT AND PLAN OF MERGER BY AND AMONG TALEO CORPORATION, CAJUN ACQUISITION CORPORATION, LEARN.COM, INC., AND WITH RESPECT TO ARTICLES VII, VIII AND IX ONLY JAMES RILEY AS STOCKHOLDER REPRESENTATIVE AND U.S. BANK NATIONAL ASSOCIATION AS ESCROW...Merger Agreement • September 2nd, 2010 • Taleo Corp • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of September 1, 2010 by and among Taleo Corporation, a Delaware corporation (“Parent”), Cajun Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), Learn.com, Inc., a Delaware corporation (the “Company”), and with respect to ARTICLE VII, ARTICLE VIII and ARTICLE IX hereof only, James Riley, not in his individual capacity but solely as stockholder representative (the “Stockholder Representative”), and U.S. Bank National Association as escrow agent.
AGREEMENT AND PLAN OF MERGER BY AND AMONG LIMELIGHT NETWORKS, INC ELVIS MERGER SUB ONE CORPORATION ELVIS MERGER SUB TWO LLC EYEWONDER, INC. JOHN VINCENT, AS STOCKHOLDER REPRESENTATIVE AND DEUTSCHE BANK NATIONAL TRUST COMPANY, AS ESCROW AGENT Dated as...Merger Agreement • December 21st, 2009 • Limelight Networks, Inc. • Services-business services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of December 21, 2009 by and among Limelight Networks, Inc., a Delaware corporation (“Parent”), Elvis Merger Sub One Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub One”), Elvis Merger Sub Two LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (“Merger Sub Two” and together with Merger Sub One, the “Merger Subs”), EyeWonder, Inc., a Delaware corporation (the “Company”), John Vincent, as stockholder representative (the “Stockholder Representative”) and Deutsche Bank National Trust, as Escrow Agent (the “Escrow Agent”). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in Article I.
AGREEMENT AND PLAN OF MERGER BY AND AMONG LOGITECH, INC. AGORA ACQUISITION CORPORATION, LIFESIZE COMMUNICATIONS, INC. SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS STOCKHOLDER REPRESENTATIVE, AND U.S. BANK NATIONAL ASSOCIATION, AS ESCROW AGENT Dated as...Merger Agreement • December 14th, 2009 • Logitech International Sa • Computer peripheral equipment, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of November 10, 2009 by and among Logitech, Inc., a California corporation (“Parent”), Agora Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), LifeSize Communications, Inc., a Delaware corporation (the “Company”), Shareholder Representative Services, LLC, a Colorado limited liability company, solely in its capacity as stockholder representative (the “Stockholder Representative”), and U.S. Bank National Association, as Escrow Agent (the “Escrow Agent”). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in Article I.
AGREEMENT AND PLAN OF MERGER BY AND AMONG FOXHOLLOW TECHNOLOGIES, INC., NAVAJO ACQUISITION CORPORATION, KERBEROS PROXIMAL SOLUTIONS, INC., RESEARCH CORPORATION TECHNOLOGIES, INC., RCT BIOVENTURES WEST, L.L.C., TAC ASSOCIATES, L.P., THREE ARCH...Merger Agreement • August 28th, 2006 • Foxhollow Technologies, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of August 26, 2006 by and among FoxHollow Technologies, Inc., a Delaware corporation (“Parent”), Navajo Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Kerberos Proximal Solutions, Inc., a Delaware corporation (the “Company”), Research Corporation Technologies, Inc., RCT BioVentures West, L.L.C., TAC Associates, L.P., Three Arch Associates IV, L.P., Three Arch Capital, L.P. and Three Arch Partners IV, L.P. (each, a “Principal Stockholder,” and collectively, the “Principal Stockholders”), and Chris Martin and Randall King Nelson, as securityholder representatives (the “Securityholder Representatives”) and U.S. Bank National Association as Escrow Agent (the “Escrow Agent”). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in Article I hereof.
AGREEMENT AND PLAN OF MERGER BY AND AMONG AUTODESK, INC. ALIAS SYSTEMS HOLDINGS INC. MAYTAG ACQUISITION CORPORATION ACCEL-KKR COMPANY, LLC ONTARIO TEACHERS’ PENSION PLAN BOARD AND WITH RESPECT TO ARTICLES VIII, IX AND X ONLY ACCEL-KKR COMPANY, LLC AS...Merger Agreement • December 7th, 2005 • Autodesk Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of October 4, 2005 by and among Autodesk, Inc., a Delaware corporation (“Parent”), Maytag Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), Alias Systems Holdings Inc., a Delaware corporation (the “Company”), Accel-KKR Company, LLC, a Delaware limited liability company (“Accel-KKR”) and Ontario Teachers’ Pension Plan Board, an Ontario corporation (which, along with Accel-KKR, is a “Principal Stockholder,” and collectively, the “Principal Stockholders”), with respect to Article VIII, Article IX and Article X hereof only, Accel-KKR Company, LLC as stockholder representative (the “Stockholder Representative”), and Computershare Trust Company, Inc. as Escrow Agent.
