Agreement and Plan of Amalgamation Sample Contracts

AMENDED AND RESTATED AGREEMENT AND PLAN OF AMALGAMATION
Agreement and Plan of Amalgamation • March 4th, 2005 • Thomas Equipment, Inc. • Services-computer integrated systems design • Ontario
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AGREEMENT AND PLAN OF AMALGAMATION BY AND BETWEEN AXIS CAPITAL HOLDINGS LIMITED AND PARTNERRE LTD. Dated as of January 25, 2015
Agreement and Plan of Amalgamation • January 29th, 2015 • Axis Capital Holdings LTD • Fire, marine & casualty insurance • New York

This Agreement and Plan of Amalgamation (this “Agreement”) is made and entered into as of January 25, 2015, by and between Axis Capital Holdings Limited, a Bermuda exempted company (“Axis”) and PartnerRe Ltd., a Bermuda exempted company (“PRE” and, together with Axis, the “parties”).

AGREEMENT AND PLAN OF AMALGAMATION among VIDESH SANCHAR N1GAM LIMITED VSNL TELECOMMUNICATIONS (BERMUDA) LTD. and TELEGLOBE INTERNATIONAL HOLDINGS LTD Dated as of July 25, 2005
Agreement and Plan of Amalgamation • October 2nd, 2006 • Videsh Sanchar Nigam LTD • Telephone communications (no radiotelephone)

AGREEMENT AND PLAN OF AMALGAMATION, dated as of July 25, 2005 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), among VIDESH SANCHAR NIGAM LIMITED, an Indian Limited Company (“Parent”), TELEGLOBE INTERNATIONAL HOLDINGS LTD, a Bermuda exempted company having its registered office at Clarendon House, 2 Church Street, Hamilton, Bermuda (the “Company”), and VSNL TELECOMMUNICATIONS (BERMUDA) LTD., a Bermuda exempted company having its registered office at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda and a direct wholly owned subsidiary of Parent (“Amalgamation Sub”).

FIFTH AMENDMENT TO AGREEMENT AND PLAN OF AMALGAMATION
Agreement and Plan of Amalgamation • July 16th, 2015 • Partnerre LTD • Accident & health insurance

This Fifth Amendment to the Agreement and Plan of Amalgamation, is made and entered into as of July 15, 2015 (this “Amendment”), by and between AXIS Capital Holdings Limited, a Bermuda exempted company (“Axis”) and PartnerRe Ltd., a Bermuda exempted company (“PRE” and, together with Axis, the “parties”).

THIRD AMENDMENT TO AGREEMENT AND PLAN OF AMALGAMATION
Agreement and Plan of Amalgamation • April 1st, 2015 • Partnerre LTD • Accident & health insurance

This Third Amendment to the Agreement and Plan of Amalgamation, is made and entered into as of March 31, 2015 (this “Amendment”), by and between AXIS Capital Holdings Limited, a Bermuda exempted company (“Axis”) and PartnerRe Ltd., a Bermuda exempted company (“PRE” and, together with Axis, the “parties”).

FOURTH AMENDMENT TO AGREEMENT AND PLAN OF AMALGAMATION
Agreement and Plan of Amalgamation • May 7th, 2015 • Axis Capital Holdings LTD • Fire, marine & casualty insurance

This Fourth Amendment to the Agreement and Plan of Amalgamation, is made and entered into as of May 3, 2015 (this “Amendment”), by and between AXIS Capital Holdings Limited, a Bermuda exempted company (“Axis”) and PartnerRe Ltd., a Bermuda exempted company (“PRE” and, together with Axis, the “parties”).

AMENDMENT TO AGREEMENT AND PLAN OF AMALGAMATION between IPC HOLDINGS, LTD., VALIDUS HOLDINGS, LTD., and VALIDUS LTD. Dated as of MAY 18, 2009
Agreement and Plan of Amalgamation • May 18th, 2009 • Validus Holdings LTD • Fire, marine & casualty insurance

AMENDMENT dated as of May 18, 2009 (this “Amendment”) to the Agreement and Plan of Amalgamation dated as of March 31, 2009 (the “Agreement”), between IPC HOLDINGS, LTD., a Bermuda exempted company (“IPC”), VALIDUS HOLDINGS, LTD., a Bermuda exempted company (“Validus”) and VALIDUS LTD., a Bermuda exempted company and a wholly owned subsidiary of Validus (“Amalgamation Sub”).

AGREEMENT AND PLAN OF AMALGAMATION by and among: PALMSOURCE, INC., a Delaware corporation; CUBS ACQUISITION SUB LLC, a Delaware limited liability company; CHINA MOBILESOFT LTD., a company incorporated under the laws of Bermuda; MOBILESOFT TECHNOLOGY...
Agreement and Plan of Amalgamation • December 14th, 2004 • Palmsource Inc • Services-prepackaged software • Delaware

This Agreement and Plan of Amalgamation (“Agreement”) is made and entered into as of December 8, 2004 by and among PalmSource, Inc., a Delaware corporation (“Purchaser”), Cubs Acquisition Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Purchaser (“Amalgamation Sub”), China MobileSoft Ltd., a company organized under the laws of Bermuda (the “Company”), MobileSoft Technology (Nanjing) Corporation, Ltd., a company organized under the laws of the People’s Republic of China and wholly owned subsidiary of the Company (the “Operating Company”), One Degree Capital Corp., a company organized under the laws of British Columbia, Canada (the “Shareholder Representative”), solely for purposes of being and in its capacity as the Shareholder Representative; Jiping Wang, an individual, and Dr. John Ostrem, an individual (together with Jiping Wang, the “Founders”). Capitalized terms shall have the meanings set forth in Article I.

FIRST AMENDMENT TO AGREEMENT AND PLAN OF AMALGAMATION
Agreement and Plan of Amalgamation • February 18th, 2015 • Axis Capital Holdings LTD • Fire, marine & casualty insurance

This First Amendment to the Agreement and Plan of Amalgamation, is made and entered into as of February 17, 2015 (this “Amendment”), by and between Axis Capital Holdings Limited, a Bermuda exempted company (“Axis”) and PartnerRe Ltd., a Bermuda exempted company (“PRE” and, together with Axis, the “parties”).

SECOND AMENDMENT TO AGREEMENT AND PLAN OF AMALGAMATION
Agreement and Plan of Amalgamation • March 11th, 2015 • Partnerre LTD • Accident & health insurance

This Second Amendment to the Agreement and Plan of Amalgamation, is made and entered into as of March 10, 2015 (this “Amendment”), by and between AXIS Capital Holdings Limited, a Bermuda exempted company (“Axis”) and PartnerRe Ltd., a Bermuda exempted company (“PRE” and, together with Axis, the “parties”).

AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF AMALGAMATION
Agreement and Plan of Amalgamation • February 2nd, 2010 • Genesis Lease LTD • Services-equipment rental & leasing, nec • New York

This Amendment No. 1 to the Agreement and Plan of Amalgamation (this “Amendment”), dated as of February 1, 2010, is entered into by and among GENESIS LEASE LIMITED, a Bermuda exempted company (“Genesis”), AERCAP HOLDINGS N.V., a Netherlands public limited liability company (“AerCap”), and AERCAP INTERNATIONAL BERMUDA LIMITED, a Bermuda exempted company and a wholly-owned subsidiary of AerCap (“Amalgamation Sub”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Amalgamation Agreement.

AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF AMALGAMATION
Agreement and Plan of Amalgamation • February 18th, 2010 • Genesis Lease LTD • Services-equipment rental & leasing, nec • New York

This Amendment No. 2 to the Agreement and Plan of Amalgamation (this “Amendment”), dated as of February 18, 2010, is entered into by and among GENESIS LEASE LIMITED, a Bermuda exempted company (“Genesis”), AERCAP HOLDINGS N.V., a Netherlands public limited liability company (“AerCap”), and AERCAP INTERNATIONAL BERMUDA LIMITED, a Bermuda exempted company and a wholly-owned subsidiary of AerCap (“Amalgamation Sub”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Amalgamation Agreement.

FIRST AMENDMENT TO AGREEMENT AND PLAN OF AMALGAMATION between IPC HOLDINGS, LTD., IPC LIMITED and MAX CAPITAL GROUP LTD. Dated as of March 5, 2009
Agreement and Plan of Amalgamation • March 10th, 2009 • Max Capital Group Ltd. • Fire, marine & casualty insurance

FIRST AMENDMENT dated as of March 5, 2009 (this “Amendment”) to the Agreement and Plan of Amalgamation dated as of March 1, 2009 (the “Agreement”), between IPC Holdings, Ltd., a Bermuda exempted company (“IPC”), IPC Limited, a Bermuda exempted company and a wholly-owned subsidiary of IPC (“Amalgamation Sub”) and Max Capital Group Ltd., a Bermuda exempted company (“Max”).

AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF AMALGAMATION
Agreement and Plan of Amalgamation • February 18th, 2010 • AerCap Holdings N.V. • Services-equipment rental & leasing, nec • New York

This Amendment No. 2 to the Agreement and Plan of Amalgamation (this “Amendment”), dated as of February 18, 2010, is entered into by and among GENESIS LEASE LIMITED, a Bermuda exempted company (“Genesis”), AERCAP HOLDINGS N.V., a Netherlands public limited liability company (“AerCap”), and AERCAP INTERNATIONAL BERMUDA LIMITED, a Bermuda exempted company and a wholly-owned subsidiary of AerCap (“Amalgamation Sub”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Amalgamation Agreement.

FOURTH AMENDMENT TO AGREEMENT AND PLAN OF AMALGAMATION
Agreement and Plan of Amalgamation • May 6th, 2015 • Partnerre LTD • Accident & health insurance

This Fourth Amendment to the Agreement and Plan of Amalgamation, is made and entered into as of May 3, 2015 (this “Amendment”), by and between AXIS Capital Holdings Limited, a Bermuda exempted company (“Axis”) and PartnerRe Ltd., a Bermuda exempted company (“PRE” and, together with Axis, the “parties”).

FIRST AMENDMENT TO AGREEMENT AND PLAN OF AMALGAMATION
Agreement and Plan of Amalgamation • February 17th, 2015 • Partnerre LTD • Accident & health insurance

This First Amendment to the Agreement and Plan of Amalgamation, is made and entered into as of February 17, 2015 (this “Amendment”), by and between Axis Capital Holdings Limited, a Bermuda exempted company (“Axis”) and PartnerRe Ltd., a Bermuda exempted company (“PRE” and, together with Axis, the “parties”).

AGREEMENT AND PLAN OF AMALGAMATION by and among 2357575 ONTARIO LIMITED, SC ACQUISITIONCO LTD. and SEACUBE CONTAINER LEASING LTD. Dated as of January 18, 2013
Agreement and Plan of Amalgamation • January 23rd, 2013 • SeaCube Container Leasing Ltd. • Services-miscellaneous equipment rental & leasing • Delaware

AGREEMENT AND PLAN OF AMALGAMATION, dated as of January 18, 2013 (this “Agreement”), by and among 2357575 Ontario Limited, an Ontario, Canada corporation (“Parent”), SC Acquisitionco Ltd., a Bermuda exempted company and a subsidiary of Parent (“Acquisition Sub”), and SeaCube Container Leasing Ltd., a Bermuda exempted company (the “Company”). Certain capitalized terms used in this Agreement have the respective meanings specified in Section 8.1.

AMENDMENT NO. 2 OF THE AGREEMENT AND PLAN OF AMALGAMATION
Agreement and Plan of Amalgamation • October 18th, 2004 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment • New York

THIS AMENDMENT NO. 2 OF THE AGREEMENT AND PLAN OF AMALGAMATION (this “Amendment”), amends the Agreement and Plan of Amalgamation by and among ALVARION LTD., an Israeli company (“Alvarion”), ALVARION MOBILE INC., a Delaware corporation and wholly owned subsidiary of Alvarion (“Merger Sub”) and INTERWAVE COMMUNICATIONS INTERNATIONAL LTD., a Bermuda company (“Interwave”), dated July 27, 2004 (the “Amalgamation Agreement”), and is entered into as of October 16, 2004. Capitalized terms not otherwise defined in this Amendment shall have the meaning given to them in the Amalgamation Agreement.

AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF AMALGAMATION
Agreement and Plan of Amalgamation • February 2nd, 2010 • AerCap Holdings N.V. • Services-equipment rental & leasing, nec • New York

This Amendment No. 1 to the Agreement and Plan of Amalgamation (this “Amendment”), dated as of February 1, 2010, is entered into by and among GENESIS LEASE LIMITED, a Bermuda exempted company (“Genesis”), AERCAP HOLDINGS N.V., a Netherlands public limited liability company (“AerCap”), and AERCAP INTERNATIONAL BERMUDA LIMITED, a Bermuda exempted company and a wholly-owned subsidiary of AerCap (“Amalgamation Sub”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Amalgamation Agreement.

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF AMALGAMATION
Agreement and Plan of Amalgamation • May 25th, 2017 • Global Sources LTD /Bermuda • Services-advertising

This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF AMALGAMATION (this “Amendment”), dated as of May 25, 2017, is entered into by and among Expo Holdings I Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Expo Holdings II Ltd., an exempted company incorporated under the laws of Bermuda as a company limited by shares and a wholly-owned Subsidiary of Parent (“Amalgamation Sub”), and Global Sources Ltd., an exempted company incorporated under the laws of Bermuda as a company limited by shares (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Agreement (as defined below), except as otherwise provided below.

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AMONG
Agreement and Plan of Amalgamation • February 10th, 1998 • Comcast Uk Cable Partners LTD • Cable & other pay television services • Delaware
AGREEMENT AND PLAN OF AMALGAMATION among CATALINA HOLDINGS (BERMUDA) LTD., CATALINA ALPHA LTD. and QUANTA CAPITAL HOLDINGS LTD. Dated as of May 29, 2008
Agreement and Plan of Amalgamation • May 30th, 2008 • Quanta Capital Holdings LTD • Fire, marine & casualty insurance • New York

THIS AGREEMENT AND PLAN OF AMALGAMATION, dated as of May 29, 2008 (this “Agreement”), is among Catalina Holdings (Bermuda) Ltd., a Bermuda company (“Parent”), Catalina Alpha Ltd., a Bermuda company and a wholly-owned subsidiary of Parent (“Amalgamation Sub”), and Quanta Capital Holdings Ltd., a Bermuda company (the “Company”).

W I T N E S S E T H
Agreement and Plan of Amalgamation • November 19th, 1999 • Avesta Technologies Inc
Board of Directors Max Capital Group Ltd. Max House Hamilton, Bermuda HM 11 Members of the Board of Directors:
Agreement and Plan of Amalgamation • March 27th, 2009 • Ipc Holdings LTD • Life insurance

Max Capital Group Ltd. (the “Company”), IPC Holdings, Ltd. (“IPC”) and IPC Limited, a newly formed, wholly owned subsidiary of IPC (the “Amalgamation Sub”), propose to enter into an Agreement and Plan of Amalgamation (the “Agreement”), pursuant to which the Amalgamation Sub will be amalgamated with the Company in a transaction (the “Amalgamation”) in which each outstanding common share of the Company, par value $1.00 per share (the “Company Shares”), other than Dissenting Shares (as defined in the Agreement), will be cancelled and converted into the right to receive a fraction of a share in the share capital of IPC, each having a par value $0.01 (the “IPC Shares”), equal to 0.6429 (the “Exchange Ratio”).

RE: Global Crossing Limited ("GLBC") Agreement and Plan of Amalgamation COMPLETED with Level 3 Communications, Inc. ("LVLT")
Agreement and Plan of Amalgamation • October 4th, 2011

Shareholders of Global Crossing Limited ("GLBC") voted on Thursday, August 4, 2011, and approved and adopted a proposed Agreement and Plan of Amalgamation between GLBC and Apollo Amalgamation Sub, Ltd., a direct wholly owned subsidiary of Level 3 Communications, Inc. ("LVLT"). Pursuant to the terms of the Agreement and Plan of Amalgamation, each share of GLBC Common Stock outstanding immediately prior to the consummation of the Agreement and Plan of Amalgamation will be converted into the right to receive 16 shares of LVLT Common Stock. The Amalgamation became effective prior to the open of business today, Tuesday, October 4, 2011.

Exhibit 4.5 AGREEMENT AND PLAN OF AMALGAMATION
Agreement and Plan of Amalgamation • June 21st, 2005 • Alvarion LTD • Telephone & telegraph apparatus • New York
THIRD AMENDMENT TO AGREEMENT AND PLAN OF AMALGAMATION
Agreement and Plan of Amalgamation • April 1st, 2015 • Axis Capital Holdings LTD • Fire, marine & casualty insurance

This Third Amendment to the Agreement and Plan of Amalgamation, is made and entered into as of March 31, 2015 (this “Amendment”), by and between AXIS Capital Holdings Limited, a Bermuda exempted company (“Axis”) and PartnerRe Ltd., a Bermuda exempted company (“PRE” and, together with Axis, the “parties”).

AGREEMENT AND PLAN OF AMALGAMATION Dated as of July 9, 2009 Among IPC HOLDINGS, LTD., VALIDUS HOLDINGS, LTD. And VALIDUS LTD.
Agreement and Plan of Amalgamation • July 9th, 2009 • Ipc Holdings LTD • Life insurance

AGREEMENT AND PLAN OF AMALGAMATION, dated as of July 9, 2009 (this “Agreement”), among IPC HOLDINGS, LTD., a Bermuda exempted company (“IPC”), VALIDUS HOLDINGS, LTD., a Bermuda exempted company (“Validus”) and VALIDUS LTD., a Bermuda exempted company and a wholly owned subsidiary of Validus (“Amalgamation Sub”).

AGREEMENT AND PLAN OF AMALGAMATION BY AND AMONG Alvarion Ltd. Alvarion Mobile Inc. AND Interwave Communications International Ltd. DATED AS OF JULY 27, 2004
Agreement and Plan of Amalgamation • July 29th, 2004 • Interwave Communications International LTD • Radio & tv broadcasting & communications equipment • New York

This AGREEMENT AND PLAN OF AMALGAMATION (the “Agreement”) is made and entered into as of July 27, 2004, by and between Alvarion Ltd. (“Alvarion”), an Israeli company, Alvarion Mobile Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of Alvarion, and Interwave Communications International Ltd. (“Interwave”) a Bermuda company.

SECOND AMENDMENT TO AGREEMENT AND PLAN OF AMALGAMATION between IPC HOLDINGS, LTD., VALIDUS HOLDINGS, LTD., and VALIDUS LTD. Dated as of June 8, 2009
Agreement and Plan of Amalgamation • June 8th, 2009 • Validus Holdings LTD • Fire, marine & casualty insurance

AMENDMENT dated as of June 8, 2009 (this “Amendment”) to the Agreement and Plan of Amalgamation dated as of March 31, 2009 and amended by the amendment dated as of May 18, 2009 (as amended, the “Agreement”), between IPC HOLDINGS, LTD., a Bermuda exempted company (“IPC”), VALIDUS HOLDINGS, LTD., a Bermuda exempted company (“Validus”) and VALIDUS LTD., a Bermuda exempted company and a wholly owned subsidiary of Validus (“Amalgamation Sub”).

SECOND AMENDMENT TO AGREEMENT AND PLAN OF AMALGAMATION
Agreement and Plan of Amalgamation • March 11th, 2015 • Axis Capital Holdings LTD • Fire, marine & casualty insurance

This Second Amendment to the Agreement and Plan of Amalgamation, is made and entered into as of March 10, 2015 (this “Amendment”), by and between AXIS Capital Holdings Limited, a Bermuda exempted company (“Axis”) and PartnerRe Ltd., a Bermuda exempted company (“PRE” and, together with Axis, the “parties”).

AGREEMENT AND PLAN OF AMALGAMATION among LEVEL 3 COMMUNICATIONS, INC., APOLLO AMALGAMATION SUB, LTD. and GLOBAL CROSSING LIMITED Dated as of April 10, 2011
Agreement and Plan of Amalgamation • April 14th, 2011 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York

AGREEMENT AND PLAN OF AMALGAMATION, dated as of April 10, 2011 (this “Agreement”), among LEVEL 3 COMMUNICATIONS, INC, a Delaware corporation (“Parent”), APOLLO AMALGAMATION SUB, LTD., a Bermuda exempted limited liability company and a direct Wholly Owned Subsidiary of Parent (“Amalgamation Sub”), and GLOBAL CROSSING LIMITED, a Bermuda exempted limited liability company (the “Company”).

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