Agreement and Plan of Acquisition Sample Contracts

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EXHIBIT 2.1 AGREEMENT AND PLAN OF ACQUISITION
Agreement and Plan of Acquisition • March 3rd, 2005 • Asante Technologies Inc • Computer communications equipment • California
Agreement and Plan of Acquisition
Agreement and Plan of Acquisition • February 19th, 2024 • Delaware

THIS AGREEMENT AND PLAN OF ACQUISITION (this “Agreement”) is made and entered into as of January 23, 2023, by and among Elevance Health, Inc., an Indiana corporation (“Parent”), ATH Holding Company, LLC, an Indiana limited liability company (“Purchaser”), Louisiana Health Service & Indemnity Company (d/b/a Blue Cross and Blue Shield of Louisiana), a Louisiana mutual insurance company (the “Company”), and The Accelerate Louisiana Initiative, Inc., a newly established Delaware nonprofit nonstock corporation organized to work to improve the health and lives of the people of the State of Louisiana and intended to qualify as a Code Section 501(c)(4) social welfare organization (the “Foundation”). Each of the above-referenced parties is sometimes herein referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in Article X.

ACQUISITION OF OCULAR THERAPEUTICS, INC. by ADVANCED REFRACTIVE TECHNOLOGIES, INC. AGREEMENT AND PLAN OF ACQUISITION
Agreement and Plan of Acquisition • November 6th, 2006 • Utek Corp • Surgical & medical instruments & apparatus • Delaware

This Agreement and Plan of Acquisition (Agreement) is entered into by and between Ocular Therapeutics, Inc., a Florida corporation (OTI), UTEK CORPORATION, a Delaware corporation (UTEK), and Advanced Refractive Technologies, Inc., a Delaware corporation (ARFR).

EXHIBIT 2.2 AGREEMENT AND PLAN OF ACQUISITION By and Between MONMOUTH COMMUNITY BANCORP
Agreement and Plan of Acquisition • August 16th, 2004 • Monmouth Community Bancorp • National commercial banks • New Jersey
AGREEMENT AND PLAN OF ACQUISITION FOR TECHNOLOGY TRANSFER TRANSACTIONS
Agreement and Plan of Acquisition • January 9th, 2006 • Utek Corp • Delaware

This Agreement and Plan of Acquisition (Agreement) is entered into by and between BTI, a Florida corporation (BTI), UTEK CORPORATION, a Delaware corporation (UTEK), and CLIENT, INC., a Florida corporation (CLIENT).

Agreement and Plan of Acquisition, dated as of June 13, 2006 by and between Advanced Biomass Gasification Technologies, Inc., UTEK Corporation and Xethanol Corporation.
Agreement and Plan of Acquisition • June 16th, 2006 • Xethanol Corp • Structural clay products • Delaware

This Agreement and Plan of Acquisition (Agreement) is entered into by and between Advanced Biomass Gasification Technologies, Inc., a Florida corporation (ABGT), UTEK CORPORATION, a Delaware corporation (UTEK), and Xethanol Corporation, a Delaware corporation (XTHN).

AGREEMENT AND PLAN OF ACQUISITION
Agreement and Plan of Acquisition • March 24th, 2008 • Rim Semiconductor CO • Services-motion picture theaters • Oregon

This Agreement and Plan of Acquisition (Agreement) is entered into by and between Multi-Carrier Communications, Inc., a Florida corporation, (MCCI), UTEK CORPORATION, a Delaware corporation, (UTEK), and Rim Semiconductor Company, a Utah corporation, (RSMI).

AGREEMENT AND PLAN OF ACQUISITION by and between GALENFEHA, INC. and DAYLIGHT PUMPS, LLC Dated as of March 21st, 2015 Page SIGNATURE PAGE 14 AGREEMENT AND PLAN OF AQUISITION
Agreement and Plan of Acquisition • May 5th, 2020 • Nevada

AGREEMENT AND PLAN OF ACQUISITION (the “Agreement”), dated as of March 21st, 2015, by and among Galenfeha, Inc., a Nevada corporation (“Parent”) and Daylight Pumps, LLC a corporation organized under the laws of the State of Arkansas (“Seller”)

EACQUISITION OF ADVANCED FERTILIZER TECHNOLOGIES, INC. by AMERICAN SOIL TECHNOLOGIES, INC. AGREEMENT AND PLAN OF ACQUISITION
Agreement and Plan of Acquisition • March 8th, 2007 • Utek Corp • Agricultural chemicals • California

This Agreement and Plan of Acquisition (“Agreement”) is entered into on March 14, 2006 by and between Advanced Fertilizer Technologies, Inc., a Florida corporation (“AFTI”), UTEK CORPORATION, a Delaware corporation (“UTEK”), and American Soil Technologies, Inc., a Nevada corporation (“SOIL”). AFTI, UTEK, and SOIL may be referred to herein individually as the “Party” and collectively as the “Parties.”

As you are aware, ProAssurance Corporation, PRA Professional Liability Group, Inc. (collectively, “PRA”), and NORCAL Mutual Insurance Company (“NORCAL”) entered into an Agreement and Plan of Acquisition on February 20, 2020 (the “Agreement”). Pursuant...
Agreement and Plan of Acquisition • August 14th, 2024

This communication is formal notice that, for the reasons described below, and in accordance with the terms of the Agreement, no Contingent PRA Consideration will be payable.

AMENDED AND RESTATED AGREEMENT AND PLAN OF ACQUISTION
Agreement and Plan of Acquisition • April 22nd, 2005 • Jupiter Global Holdings Corp • Services-amusement & recreation services • Nevada

This Amended and Restated Agreement and Plan of Acquisition (the “Agreement”), entered into this 15 day of April, 2005, by, between and among JUPITER Global Holdings, Corp., a publicly held corporation (hereinafter the “Purchaser”), Promo Staffing.com LLC a privately held corporation (hereinafter the “Company”), and Cory Sklar who has executed this document as a shareholder of the Company (the “Shareholder”), constituting all of the Shareholders of the Company.

ACQUISITION OF ADVANCED GLAUCOMA TECHNOLOGIES, INC. by ADVANCED REFRACTIVE TECHNOLOGIES, INC. AGREEMENT AND PLAN OF ACQUISITION
Agreement and Plan of Acquisition • November 6th, 2006 • Utek Corp • Surgical & medical instruments & apparatus • Delaware

This Agreement and Plan of Acquisition (“Agreement”) is entered into by and between Advanced Glaucoma Technologies, Inc., a Florida corporation (“AGTI”), UTEK CORPORATION, a Delaware corporation (“UTEK”), and Advanced Refractive Technologies, Inc., a Delaware corporation (“ARFR”).

August 9, 2024 [Former NORCAL Stock Subscriber Name] [Address] Subject: Contingent PRA Consideration Dear former NORCAL Stock Subscriber: As you are aware, ProAssurance Corporation, PRA Professional Liability Group, Inc. (collectively, “PRA”), and...
Agreement and Plan of Acquisition • May 29th, 2024

This communication is formal notice that, for the reasons described below, and in accordance with the terms of the Agreement, no Contingent PRA Consideration will be payable.

ACQUISITION OF ULTRASONIC MITIGATION TECHNOLOGIES, INC. by AVALON OIL AND GAS, INC. AGREEMENT AND PLAN OF ACQUISITION
Agreement and Plan of Acquisition • December 15th, 2006 • Avalon Oil & Gas, Inc. • Crude petroleum & natural gas • Wyoming

This Agreement and Plan of Acquisition (Agreement) is entered into by and between Ultrasonic Mitigation Technologies, Inc., a Florida corporation, (UMTI), UTEK CORPORATION, a Delaware corporation, (UTEK), and Avalon Oil and Gas, Inc., a Nevada corporation, (AOGS)

June 17, 2011
Agreement and Plan of Acquisition • August 9th, 2011 • Delaware Investments National Municipal Income Fund

You have requested our opinion concerning certain federal income tax consequences of the reorganization of the Acquired Fund (the “Reorganization”), which will consist of: (i) the acquisition by the Acquiring Fund of substantially all of the property, assets and goodwill of the Acquired Fund in exchange solely for full and fractional shares of shares of beneficial interest, par value $0.01 per share, of Acquiring Fund (“Acquiring Fund Shares”), which are voting securities; (ii) the pro rata distribution of Acquiring Fund Shares to the holders of Acquired Fund common stock (“Acquired Fund Shares”), according to their respective interests in complete liquidation of the Acquired Fund; and (iii) the dissolution of the Acquired Fund as soon as practicable after the closing (hereinafter called the “Closing,” and the date of closing, the “Closing Date”), all upon and subject to the terms and conditions of the Agreement.

AGREEMENT AND PLAN OF ACQUISITION
Agreement and Plan of Acquisition • July 19th, 2021 • Brooklyn ImmunoTherapeutics, Inc. • Pharmaceutical preparations • Delaware

This Agreement and Plan of Acquisition (this “Agreement”) is made and entered into as of July 16, 2021, by and among Brooklyn ImmunoTherapeutics, Inc., a Delaware corporation (“Brooklyn”), Brooklyn Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”), Novellus LLC, a Delaware limited liability company ( “Seller”), Novellus, Inc., a Delaware corporation ( “Parent,” and collectively with Brooklyn, Merger Sub and Seller, the “Parties”) and Matthew Angel, in his capacity as Sellers’ Representative. Certain capitalized terms used in this Agreement shall have the meanings set forth in Exhibit A.

AGREEMENT AND PLAN OF ACQUISTION
Agreement and Plan of Acquisition • November 17th, 2009 • Dolat Ventures, Inc. • Metal mining • Nevada

This AGREEMENT AND PLAN OF ACQUISITION (“Agreement”), dated as of November 9, 2009, by and among Dolat Ventures Inc., a Nevada corporation (“Dolat”), the shareholders of Dove Diamonds & Mining, Inc., a Nevada corporation, Dove Diamonds & Mining Inc. as listed on the signature page (collectively, the “Stockholders”), (Dove and its shareholders collectively referred to herein as “DOVE”). The corporate parties hereto are sometimes hereinafter referred to collectively as the “Companies,” or individually as a “Company.”

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May 1, 2006
Agreement and Plan of Acquisition • May 24th, 2006 • Raser Technologies Inc • Motors & generators

Reference is hereby made to that certain Agreement and Plan of Acquisition (the “Agreement”) made and entered into as of January 19, 2006, by and among Raser Technologies, Inc., a Utah corporation (“Parent”), Amp Resources, LLC, a Delaware limited liability company (“Target”), Power Acquisition Corp., a Delaware corporation (“Merger Sub”), and John H. Stevens, as equityholder representative (the “Equityholder Representative”). Unless otherwise indicated, all capitalized terms have the meanings ascribed to them in the Agreement.

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