Common Contracts
112 similar Merger Agreement contracts by Cell Power Technologies Inc, Amc Entertainment Inc, Commercial Vehicle Group, Inc., others
PORTAGY CORP. c/o Harris Cramer LLP 1555 Palm Beach Lakes Boulevard Suite 310 West Palm Beach, FL 33401 July 18, 2006 VIA EMAIL Cell Power Technologies, Inc. 1428 36th Street, Suite 205 Brooklyn, New York 11218 Attention: Mr. Jacob Herskovits,...Merger Agreement • August 14th, 2006 • Cell Power Technologies Inc • Patent owners & lessors
May 18, 2006 VIA EMAIL Cell Power Technologies, Inc. 1428 36th Street, Suite 205 Brooklyn, New York 11218 Attention: Mr. Jacob Herskovits, President Re: Cell Power / Portagy Third Amendment to Merger Agreement Dear Mr. Herskovits: This letter...Merger Agreement • August 14th, 2006 • Cell Power Technologies Inc • Patent owners & lessors
PORTAGY CORP. 9412 Oakmore Road Los Angeles, CA 90035Merger Agreement • August 14th, 2006 • Cell Power Technologies Inc • Patent owners & lessors
This letter constitutes another amendment to the Agreement and Plan of Merger by and among Cell Power Technologies, Inc., Portagy Acquisition Corp. and Portagy Corp. Attached as Exhibit A is a revised capitalization table. If the foregoing is satisfactory to you, please instruct American Stock Transfer & Trust issue additional share certificates to equal the sums contained in the Cell Power Common Stock column. Once our attorneys receive the appropriate common stock certificates and you have executed a copy of this Fifth Amendment and return it to us, the merger will be officially closed.
Ilitch Holdings, Inc. Fox Office Center 2211 Woodward Avenue Detroit, Michigan 48201-3400Merger Agreement • March 25th, 2005 • MGM Mirage • Services-miscellaneous amusement & recreation
EXHIBIT 99.6Merger Agreement • January 18th, 2005 • SVB Financial Services Inc • State commercial banks
PROXY ALAMOSA HOLDINGS, INC. 5225 S. LOOP 289 SUITE 120 LUBBOCK, TEXAS 79424Merger Agreement • January 11th, 2005 • Alamosa Holdings Inc • Telephone communications (no radiotelephone)
YOUR INTERNET OR TELEPHONE VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR SHARES IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY CARD.
November 11, 2004 AMC Entertainment Inc. 920 Main Street Kansas City, Missouri 64105 Attention: Kevin M. Connor Re: Agreement and Plan of Merger by and among Marquee Holdings Inc., Marquee Inc. and AMC Entertainment Inc. (the "Company"), dated as of...Merger Agreement • November 24th, 2004 • Amc Entertainment Inc • Services-motion picture theaters
AP ENTERTAINMENT, LLC APOLLO INVESTMENT FUND IV, L.P. APOLLO OVERSEAS PARTNERS IV, L.P. APOLLO INVESTMENT FUND V, L.P. APOLLO OVERSEAS PARTNERS V, L.P. APOLLO NETHERLANDS PARTNERS V(A), L.P. APOLLO NETHERLANDS PARTNERS V(B), L.P. APOLLO GERMAN...Merger Agreement • September 17th, 2004 • Amc Entertainment Inc • Services-motion picture theaters
Reference is made to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 22, 2004, by and Marquee Holdings Inc., a Delaware corporation ("Parent"), Marquee Inc., a Delaware corporation ("Merger Sub"), and AMC Entertainment Inc., a Delaware corporation (the "Company") and to that certain Investment Agreement, dated April 19, 2001, by and among the parties hereto (collectively "Apollo") and the Company. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.
WITNESSETH:Merger Agreement • June 28th, 2004 • Commercial Vehicle Group, Inc. • Motor vehicle parts & accessories • Delaware
WITNESSETH:Merger Agreement • May 21st, 2004 • Commercial Vehicle Group, Inc. • Delaware
April 23, 2004 Mr. John J Holland Chairman and CEO Butler Manufacturing Company 1540 Genessee Street PO Box 410064 Kansas City, Missouri 64141-0064 Gentlemen: Reference is made to that certain Agreement and Plan of Merger, dated February 15, 2004 (the...Merger Agreement • April 23rd, 2004 • Butler Manufacturing Co • Prefabricated metal buildings & components
Reference is made to that certain Agreement and Plan of Merger, dated February 15, 2004 (the "Merger Agreement"), by and among BlueScope Steel Limited ("Parent"), BSL Acquisition Corporation ("Purchaser") and Butler Manufacturing Company ("Butler") (capitalized terms used herein without definition shall have the meanings assigned to such terms in the Merger Agreement). Pursuant to Section 5.16 of the Merger Agreement, Butler has provided Parent with unaudited consolidated financial statements for the three months ended March 31, 2004 (the "Financial Statements"). Furthermore, pursuant to clauses (iv) and (v) of Section 8.4 (e) of the Merger Agreement, a Company Material Adverse Change is conclusively deemed to have occurred unless Butler meets certain specified thresholds for EBIT, Net Cash Flow and Backlog in the Financial Statements.
Exhibit 10.33 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • October 14th, 2003 • Syndicated Food Service International Inc • Blank checks • Indiana
RECITALSMerger Agreement • September 23rd, 2003 • Sinofresh Corp • Services-business services, nec • Washington
ARTICLE I DEFINITIONSMerger Agreement • April 30th, 2003 • Newkirk Master Lp • Delaware
EXHIBIT 99.1 [X] PLEASE MARK VOTES REVOCABLE PROXY AS IN THIS EXAMPLE FIRST COMMERCE CORPORATIONMerger Agreement • April 1st, 2003 • Bank of Granite Corp • State commercial banks
Please be sure to sign and date Date IF A PROXY IS RETURNED AND NO INSTRUCTIONS ARE GIVEN, THE this proxy in the box below. PROXY WILL BE VOTED FOR THE APPROVAL OF THE MERGER AGREEMENT, AS --------------- AMENDED, AND THE RELATED PLAN OF MERGER. If instructions are given with respect to the proposal, such instructions as are given will be followed. If any other business that falls within the purposes set forth in the Notice of Special Meeting is presented at the Special Meeting, this proxy shall be voted in accordance with the proxy committee's best judgment. -- Shareholder sign above -- Co-Holder (if any) sign above --
Renaissance Capital Growth & Income Fund III, Inc. Renaissance US Growth & Income Trust PLC BFSUS Special Opportunities Trust PLC c/o Renaissance Capital Group, Inc. 8080 N. Central Expressway, Suite 210 Dallas, Texas 75206Merger Agreement • July 22nd, 2002 • D&b Acquisition Sub Inc • Retail-eating places
This letter sets forth our agreement that, for the purpose of inducing you to enter into Amendment No. 1 to the Merger Agreement (as defined below), Renaissance Capital Growth & Income Fund III, Inc., Renaissance US Growth & Income Trust PLC and BFSUS Special Opportunities Trust PLC (the "Renaissance Funds") will vote in favor of the Agreement and Plan of Merger as amended (the "Merger Agreement") among D&B Acquisition Sub, Inc. ("Purchaser"), D&B Holdings I, Inc. and Dave & Buster's, Inc. (the "Company") at a meeting of stockholders of the Company called for that purpose, pursuant to which Purchaser will agree to merge with and into the Company and pay to holders of shares of Common Stock, par value $.01 per share, of the Company (the "Common Stock"), $13.50 cash per share of Common Stock, and the Renaissance Funds will not sell or transfer their shares prior to the record date for such meeting, provided, that in the event that a tender offer or exchange offer for the Common Stock is
FLCC Holdings, Inc. c/o Forstmann Little & Co. 767 Fifth Avenue, 44th Floor New York, New York 10153 January 15, 2001Merger Agreement • June 5th, 2002 • Citadel Broadcasting Corp
EXHIBIT (a)(17) [TEMPLE-INLAND INC. LETTERHEAD] January 8, 2002 VIA TELECOPIER: (847) 405-5628 Mr. Daniel P. Casey Gaylord Container Corporation 500 Lake Cook Road Suite 400 Deerfield, IL 60015 Dear Dan: In accordance with Section 11.5 of the...Merger Agreement • January 9th, 2002 • Gaylord Container Corp /De/ • Paperboard containers & boxes
Exhibit 10.12 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • December 12th, 2001 • Syndicated Food Service International Inc • Blank checks • Indiana
AGREEMENT This Agreement is made this 18th day of October, 2001 by and among Tender Loving Care Health Care Services, Inc., a Delaware corporation ("Company"), Stephen Savitsky, David Savitsky and Dale R. Clift. Reference is made to the Agreement and...Merger Agreement • October 29th, 2001 • E-Medsoft Com • Services-computer processing & data preparation
This Agreement is made this 18th day of October, 2001 by and among Tender Loving Care Health Care Services, Inc., a Delaware corporation ("Company"), Stephen Savitsky, David Savitsky and Dale R. Clift.
AGREEMENTMerger Agreement • October 25th, 2001 • Tender Loving Care Health Care Services Inc/ Ny • Services-home health care services
This Agreement is made this 18th day of October, 2001 by and among Tender Loving Care Health Care Services, Inc., a Delaware corporation ("Company"), Stephen Savitsky, David Savitsky and Dale R. Clift.
FORM OF LETTER AGREEMENT] August 3, 2001 Marine Drilling Companies, Inc. One Sugar Creek Boulevard Suite 600 Sugar Land, Texas 77478 Attention: Mr. Jan Rask Gentlemen: In connection with the Agreement and Plan of Merger dated as of May 23, 2001 (the...Merger Agreement • September 28th, 2001 • Pride International Inc • Oil & gas field services, nec
Exhibit 99.1 AGREEMENT AND PLAN OF MERGER by and among: CRANE MERGERCO HOLDINGS, INC., a Delaware corporation; CRANE MERGERCO INC., a Delaware corporation; and AMERICAN COIN MERCHANDISING, INC., a Delaware corporation Dated as of September 9, 2001...Merger Agreement • September 19th, 2001 • American Coin Merchandising Inc • Services-miscellaneous amusement & recreation • Colorado
DATED AS OF JULY 23, 2001 BY AND AMONGMerger Agreement • September 4th, 2001 • Second Bancorp Inc • National commercial banks • Ohio
Exhibit 10.11 AGREEMENT AND PLAN OF MERGERMerger Agreement • August 10th, 2001 • Lakeland Bancorp Inc • State commercial banks • New Jersey
FORM OF LETTER AGREEMENT] ___________, 2001 Marine Drilling Companies, Inc. One Sugar Creek Boulevard Suite 600 Sugar Land, Texas 77478 Attention: Mr. Jan Rask Gentlemen: In connection with the Agreement and Plan of Merger dated as of May 23, 2001...Merger Agreement • August 3rd, 2001 • Pride International Inc • Oil & gas field services, nec
June 2, 2001 The Cobalt Group, Inc. 2200 First Avenue, Suite 400 Seattle, WA 98134 Gentlemen: Reference is made to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of the date hereof, between The Cobalt Group, Inc., a Washington...Merger Agreement • June 5th, 2001 • Warburg Pincus Equity Partners Lp • Services-computer processing & data preparation
May 17, 2001 Rare Medium Group, Inc. 565 Fifth Avenue 29th Floor New York, NY 10017 Apollo Investment Fund IV, L.P. Apollo Overseas Partners IV, L.P. AIF IV/RRRR LLC 1301 Avenue of the Americas 38th Floor New York, NY 10019 Re: Merger Agreement Ladies...Merger Agreement • May 18th, 2001 • Motient Corp • Communications services, nec
Reference is hereby made to that certain Agreement and Plan of Merger by and among Motient Corporation ("Acquiror"), MR Acquisition Corp. ("Merger Sub") and Rare Medium Group, Inc. (the "Company") dated as of May 14, 2001 (the "Merger Agreement"). All capitalized terms used but not defined herein shall have the meaning set forth in the Merger Agreement.
December 14, 2000 Vsource, Inc. 5740 Ralston, Suite 110 Ventura, California 93003 Re: Online Transaction Technology, Inc. Gentlemen: We wish to supplement the Merger Agreement dated as of December 14, 2000 (the "Agreement") among Vsource, Inc....Merger Agreement • May 16th, 2001 • Vsource Inc • Services-business services, nec
We wish to supplement the Merger Agreement dated as of December 14, 2000 (the "Agreement") among Vsource, Inc. ("Vsource"), OTT Acquisition Corp., Online Transaction Technology, Inc. (the "Company"), and Colin Kruger and Michael Shirman (the "Founders"). Capitalized terms in this letter unless otherwise defined have the meanings set forth in the Agreement.
April 9, 2001 Melvin Olshan Rita E. Melia Dear Mel and Rita: This letter agreement is being entered into in connection with the Agreement and Plan of Merger dated March 29, 2001 (the "Merger Agreement") among PentaStar Communications, Inc., PentaStar...Merger Agreement • May 15th, 2001 • Pentastar Communications Inc • Communications services, nec
1 [EOT GRAPHIC] [SONUS GRAPHIC] Sonus Communication, Inc. EXHIBIT (a) 10Merger Agreement • April 30th, 2001 • Sonus Communication Holdings Inc • Blank checks • New York
EXHIBIT 99.1 Subject to the provisions of the Merger Agreement, dated as of January 28, 2001 (the "Merger Agreement"), among Maxim Integrated Products, Inc. ("Parent"), MI Acquisition Sub, Inc. and Dallas Semiconductor Corporation (the "Company"), at...Merger Agreement • February 28th, 2001 • Dallas Semiconductor Corp • Semiconductors & related devices
MERGER OF DEVELOPMENT AGREEMENTS -------------------------------- THIS MERGER OF DEVELOPMENT AGREEMENTS ("Agreement") is entered into as of the 1st day of February, 2001, by and among: (i) PJ AMERICA, INC., a Delaware corporation ("PJAM"), PJ CHEESE,...Merger Agreement • February 26th, 2001 • Pj America Inc • Retail-eating places
January 26, 2001 VIA FACSIMILE AND CERTIFIED MAIL -------------------------------- California Investment Fund, LLC 550 West C Street 10th Floor San Diego, CA 92101 Attention: Michael R. Kelly, Managing Member RE: MERGER AGREEMENT DATED NOVEMBER 7,...Merger Agreement • January 30th, 2001 • California Investment Fund LLC • Real estate investment trusts
January 26, 2001 Intel Corporation ESR Acquisition Corporation 2200 Mission College Boulevard Santa Clara, California 95052 Ladies and Gentlemen: Section 1.1(b) of the Agreement and Plan of Merger, dated January 15, 2001, among Xircom, Inc., Intel...Merger Agreement • January 29th, 2001 • Intel Corp • Semiconductors & related devices
