Common Contracts

4 similar Agreement and Plan of Merger contracts by Adamas Pharmaceuticals Inc, Cornerstone OnDemand Inc, Smart & Final Stores, Inc., Supernus Pharmaceuticals, Inc.

AGREEMENT AND PLAN OF MERGER by and among:
Agreement and Plan of Merger • October 12th, 2021 • Adamas Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of October 10, 2021 (the “Agreement Date”), by and among Supernus Pharmaceuticals, Inc., a Delaware corporation (“Parent”), Supernus Reef, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Adamas Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Article 1.

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AGREEMENT AND PLAN OF MERGER by and among: ADAMAS PHARMACEUTICALS, INC., SUPERNUS PHARMACEUTICALS, INC., and SUPERNUS REEF, INC. Dated as of October 10, 2021
Agreement and Plan of Merger • October 12th, 2021 • Supernus Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of October 10, 2021 (the “Agreement Date”), by and among Supernus Pharmaceuticals, Inc., a Delaware corporation (“Parent”), Supernus Reef, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Adamas Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Article 1.

AGREEMENT AND PLAN OF MERGER among: CORNERSTONE ONDEMAND, INC., a Delaware corporation; SUNSHINE SOFTWARE HOLDINGS, INC., a Delaware corporation; and SUNSHINE SOFTWARE MERGER SUB, INC., a Delaware corporation Dated as of August 5, 2021
Agreement and Plan of Merger • August 6th, 2021 • Cornerstone OnDemand Inc • Services-prepackaged software • Delaware

Unless the corporation consents in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of the corporation to the corporation or the corporation’s stockholders, (iii) any action asserting a claim against the corporation, its directors, officers or employees arising pursuant to any provision of the Delaware General Corporation Law or the corporation’s certificate of incorporation or bylaws or (iv) any action asserting a claim against the corporation, its directors, officers or employees governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim as to which the Court of Chancery determines that there is an indispensable

AGREEMENT AND PLAN OF MERGER among: SMART & FINAL STORES, INC., a Delaware corporation; FIRST STREET PARENT, INC., a Delaware corporation; and FIRST STREET MERGER SUB, INC., a Delaware corporation
Agreement and Plan of Merger • April 18th, 2019 • Smart & Final Stores, Inc. • Retail-grocery stores • New York

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 16, 2019, by and among First Street Parent, Inc., a Delaware corporation (“Parent”); First Street Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Purchaser”); and Smart & Final Stores, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

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