AGREEMENT AND PLAN OF MERGER AND PLAN OF REORGANIZATIONAgreement and Plan of Merger and Plan of Reorganization • February 27th, 2006 • VWR International, Inc. • Wholesale-medical, dental & hospital equipment & supplies
WHEREAS, the Corporation, acquired all of the issued and outstanding shares of common stock, par value $0.01 per share, of the VWR International Corporation, a Delaware corporation and certain designees of the Corporation acquired a 10% ownership interest in VWR International Immobilien GmbH, a German limited liability company, pursuant to a Stock Purchase Agreement, dated as of February 15, 2004, by and among Merck KGaA, a German partnership limited by shares, Merck Holding GmbH, a German private limited liability company, VWR International Holding Europe GmbH, a German private limited liability company, EMD Chemicals Inc., a New York corporation, and the Corporation (the “Acquisition”);
AGREEMENT AND PLAN OF MERGER AND PLAN OF REORGANIZATION among INVITAE CORPORATION, APOLLO MERGER SUB A INC., APOLLO MERGER SUB B LLC, ARCHERDX, INC. and KYLE LEFKOFF, solely in his capacity as HOLDERS’ REPRESENTATIVE June 21, 2020Agreement and Plan of Merger and Plan of Reorganization • June 24th, 2020 • Invitae Corp • Services-medical laboratories • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is entered into and dated as of June 21, 2020 (the “Agreement Date”) by and among: (i) Invitae Corporation, a Delaware corporation (“Parent”); (ii) Apollo Merger Sub A Inc., a Delaware corporation and a wholly owned, direct subsidiary of Parent (“Merger Sub A”); (iii) Apollo Merger Sub B LLC, a Delaware limited liability company and a wholly owned, direct subsidiary of Parent (“Merger Sub B” and with Merger Sub A, each a “Merger Sub” and together, the “Merger Subs”); (iv) ArcherDX, Inc., a Delaware corporation (the “Company”); and (v) Kyle Lefkoff, solely in his capacity as the representative, agent and attorney-in-fact of the Holders (the “Holders’ Representative”), but solely with respect to the provisions expressly applicable to the Holders’ Representative as set forth herein. Each of Parent, Merger Sub A, Merger Sub B, the Company and the Holders’ Representative may be individually referred to herein as
AGREEMENT AND PLAN OF MERGER AND PLAN OF REORGANIZATION among PACIFIC BIOSCIENCES OF CALIFORNIA, INC. APOLLO ACQUISITION CORP. APOLLO ACQUISITION SUB, LLC. OMNIOME, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, as Securityholder Representative...Agreement and Plan of Merger and Plan of Reorganization • July 20th, 2021 • Pacific Biosciences of California, Inc. • Laboratory analytical instruments • Delaware
This AGREEMENT AND PLAN OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of July 19, 2021 (the “Agreement Date”), among Pacific Biosciences of California, Inc., a Delaware corporation (“Acquiror”), Apollo Acquisition Corp, a Delaware corporation and a wholly owned subsidiary of Acquiror (“Merger Sub I”), Apollo Acquisition Sub, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Acquiror (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), Omniome, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the agent for and on behalf of the Securityholders under this Agreement (the “Securityholder Representative”). All capitalized terms that are used but not defined in this Agreement shall have the respective meanings ascribed to such terms in Annex A.
AGREEMENT AND PLAN OF MERGER AND PLAN OF REORGANIZATION by and among OUSTER INC., a Delaware corporation, SPARROW ACQUISITION SUB., INC., a Delaware corporation, SENSE PHOTONICS, INC., a Delaware corporation, and FORTIS ADVISORS LLC as the Holders’...Agreement and Plan of Merger and Plan of Reorganization • October 5th, 2021 • Ouster, Inc. • General industrial machinery & equipment, nec • California
THIS AGREEMENT AND PLAN OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of October 5, 2021 (the “Agreement Date”), by and among Ouster, Inc, a Delaware corporation (“Acquirer”), Sparrow Acquisition Sub., Inc., a Delaware corporation and a direct, wholly owned subsidiary of Acquirer (“Merger Sub”), Sense Photonics, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, as the Converting Securityholders’ agent (the “Holders’ Agent”). Certain other terms used herein are defined in Exhibit A.
