AGREEMENT AND PLAN OF MERGER AND MEMBERSHIP INTEREST TRANSFER AGREEMENT BY AND AMONG NISKA GAS STORAGE PARTNERS LLC, NISKA GAS STORAGE MANAGEMENT LLC, NISKA SPONSOR HOLDINGS COÖPERATIEF U.A., SWAN HOLDINGS LP AND SWAN MERGER SUB LLC DATED AS OF JUNE...Merger Agreement • June 18th, 2015 • Niska Gas Storage Partners LLC • Natural gas transmission • Delaware
This AGREEMENT AND PLAN OF MERGER AND MEMBERSHIP INTEREST TRANSFER AGREEMENT, dated as of June 14, 2015 (the "Agreement"), is by and among Niska Gas Storage Partners LLC, a Delaware limited liability company (the "Company"), Niska Gas Storage Management LLC, a Delaware limited liability company and sole managing member of the Company ("ManagementCo"), Niska Sponsor Holdings Coöperatief U.A., a Netherlands coöperatief ("Swan Sponsor"), Swan Holdings LP, an Ontario partnership ("Parent"), and Swan Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent ("Merger Sub" and, together with Parent, the "Parent Entities"). The Company, ManagementCo, Swan Sponsor, Parent and Merger Sub are sometimes referred to individually as a "Party" and collectively as the "Parties."
