AMENDED AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • November 5th, 2010 • Tombstone Technologies, Inc. • Commercial printing • Colorado
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: ARCA BIOPHARMA, INC.; ATLAS MERGER SUB CORP.; ATLAS MERGER SUB II, LLC; and ORUKA THERAPEUTICS, INC. Dated as of April 3, 2024Agreement and Plan of Merger and Reorganization • April 3rd, 2024 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of April 3, 2024, by and among ARCA BIOPHARMA, INC., a Delaware corporation (“Parent”), ATLAS MERGER SUB CORP., a Delaware corporation and wholly owned subsidiary of Parent (“First Merger Sub”), ATLAS MERGER SUB II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Second Merger Sub” and, together with First Merger Sub, “Merger Subs”), and ORUKA THERAPEUTICS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined Section 1.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among AKOUSTIS TECHNOLOGIES, INC. (formerly Danlax, Corp.) AKOUSTIS ACQUISITION CORP. and AKOUSTIS, INC. AND WITH RESPECT TO SECTION 6.3(f), JeffREY B. shealy, as Indemnification Representative MAY 22, 2015Agreement and Plan of Merger and Reorganization • May 29th, 2015 • Akoustis Technologies, Inc. • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • July 16th, 2008 • Applied Nanoscience Inc. • Services-business services, nec • Nevada
Exhibit 2.1 IMPORTANT NOTICE THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (THE "MERGER AGREEMENT") CONTAINS CERTAIN REPRESENTATIONS AND WARRANTIES (THE "REPRESENTATIONS") BY DGSE COMPANIES, INC. ("DGSE") AND DGSE MERGER CORP., A WHOLLY-OWNED...Agreement and Plan of Merger and Reorganization • July 17th, 2006 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Texas
BY AND AMONG VERITAS SOFTWARE CORPORATION VICTORY MERGER SUB, INC. ANDAgreement and Plan of Merger and Reorganization • May 16th, 2002 • Seagate Technology Holdings • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among PATRICIA ACQUISITION CORP., a Delaware corporation, SERVE ACQUISITION CORP., a Delaware corporation and SERVE ROBOTICS INC., a Delaware corporation July 31, 2023Agreement and Plan of Merger and Reorganization • August 4th, 2023 • Serve Robotics Inc. /DE/ • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of July 31, 2023, by and among PATRICIA ACQUISITION CORP., a Delaware corporation (the “Parent”), SERVE ACQUISITION CORP., a Delaware corporation (the “Acquisition Subsidiary”), and SERVE ROBOTICS INC., a Delaware corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
BY AND AMONGAgreement and Plan of Merger and Reorganization • June 1st, 1999 • Raychem Corp • Electric lighting & wiring equipment • Delaware
RECITALSAgreement and Plan of Merger and Reorganization • June 29th, 2001 • Peregrine Systems Inc • Services-prepackaged software • Delaware
Exhibit 10.22 Agreement and Plan of MergerAgreement and Plan of Merger and Reorganization • November 7th, 2000 • Tellium Inc • Telephone & telegraph apparatus • New York
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG MEDAVAIL, INC., MATRIX MERGER SUB, INC., AND MYOS RENS TECHNOLOGY INC. Dated as of June 30, 2020Agreement and Plan of Merger and Reorganization • June 30th, 2020 • Myos Rens Technology Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, is made and entered into as of June 30, 2020 (this “Agreement”), by and among MYOS RENS Technology Inc., a Nevada corporation (“Parent”), Matrix Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and MedAvail, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are each a “Party” and referred to collectively herein as the “Parties.” Certain capitalized terms used in this Agreement are defined in Exhibit A.
EXHIBIT NUMBER 2.1 2 ========================================================== ====================== AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • August 13th, 1997 • Halis Inc • Services-computer integrated systems design • Georgia
EXHIBIT AAgreement and Plan of Merger and Reorganization • May 20th, 2002 • Premier Classic Art Inc • Services-business services, nec • Delaware
E-MEDSOFT.COMAgreement and Plan of Merger and Reorganization • October 29th, 2001 • E-Medsoft Com • Services-computer processing & data preparation • Delaware
RECITALSAgreement and Plan of Merger and Reorganization • February 22nd, 2005 • Virtgame Com Corp • Services-prepackaged software • Delaware
EX-2.1 2 d754323dex21.htm EX-2.1 EXECUTION VERSION CONSENT AND AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • May 5th, 2020 • Delaware
THIS CONSENT AND AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Amendment”), is made and entered into as of June 13, 2019 (the “First Amendment Effective Date”), by and among Histogenics Corporation, a Delaware corporation (“Parent”), Restore Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Ocugen, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in that certain Agreement and Plan of Merger and Reorganization, made and entered into as of April 5, 2019, by and among Parent, Merger Sub and the Company (the “Merger Agreement”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: ON SEMICONDUCTOR, INC., a Delaware corporation; CENTAUR ACQUISITION CORPORATION, a Delaware corporation; and CATALYST SEMICONDUCTOR, INC., a Delaware corporation Dated as of July 16, 2008Agreement and Plan of Merger and Reorganization • July 17th, 2008 • Catalyst Semiconductor Inc • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (“Agreement”) is made and entered into as of July 16, 2008, by and among: ON SEMICONDUCTOR, INC., a Delaware corporation (“Parent”); CENTAUR ACQUISITION CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and CATALYST SEMICONDUCTOR, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in EXHIBIT A and other capitalized terms used in this Agreement are defined in the Sections of this Agreement where they first appear.
LOAN AND SECURITY AGREEMENTAgreement and Plan of Merger and Reorganization • June 1st, 2020 • Synacor, Inc. • Services-computer programming, data processing, etc. • Delaware
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of February 11, 2020 by and among Synacor, Inc., a Delaware corporation (“Synacor”), Quantum Merger Sub I, Inc., a Minnesota corporation and a direct, wholly owned subsidiary of Synacor (“Merger Sub”), and Qumu Corporation, a Minnesota corporation (“Qumu”). All capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in Annex A.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • December 11th, 2019 • Aevi Genomic Medicine, Inc. • Biological products, (no disgnostic substances) • Delaware
This Agreement and Plan of Merger and Reorganization (this “Agreement”), is entered into as of December 5, 2019, by and among Aevi Genomic Medicine, Inc., a Delaware corporation (the “Company”), Cerecor Inc., a Delaware corporation (“Parent”), Genie Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Second Genie Merger Sub, LLC, a Delaware limited liability company and wholly owned Subsidiary of Parent (“Second Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among WIRELESS RONIN TECHNOLOGIES, INC. BROADCAST ACQUISITION CO. and BROADCAST INTERNATIONAL, INC., Dated as of March 5, 2014Agreement and Plan of Merger and Reorganization • March 7th, 2014 • Wireless Ronin Technologies Inc • Services-computer integrated systems design • Minnesota
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG TELEDISCOUNT COMMUNICATIONS INC.Agreement and Plan of Merger and Reorganization • March 28th, 2005 • Millennium Capital Venture Holdings Inc • Blank checks • Delaware
EXHIBIT 2.1 THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (THE "MERGER AGREEMENT") CONTAINS CERTAIN REPRESENTATIONS AND WARRANTIES (THE "REPRESENTATIONS") BY STARSYS RESEARCH CORPORATION ("STARSYS") AND A KEY SHAREHOLDER OF STARSYS IN FAVOR OF...Agreement and Plan of Merger and Reorganization • October 26th, 2005 • Spacedev Inc • Guided missiles & space vehicles & parts • Colorado
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among COSTAR GROUP, INC., MATRIX MERGER SUB, INC., MATRIX MERGER SUB II LLC, and MATTERPORT, INC. Dated as of April 21, 2024Agreement and Plan of Merger and Reorganization • April 22nd, 2024 • Matterport, Inc./De • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of April 21, 2024 (this “Agreement”), is made by and among CoStar Group, Inc., a Delaware corporation (“Parent”), Matrix Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub I”), Matrix Merger Sub II LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), and Matterport, Inc. a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • February 22nd, 2008 • Kratos Defense & Security Solutions, Inc. • Communications services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (“Agreement”) is made and entered into as of February 20, 2008, by and among: KRATOS DEFENSE & SECURITY SOLUTIONS, INC, a Delaware corporation (“Parent”); WHITE SHADOW, INC., a California corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and SYS, a California corporation (the “Company”). Capitalized terms used in this Agreement are defined in EXHIBIT A.
EX-2.1 2 d233902dex21.htm AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Execution Copy AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG AZUR PHARMA LIMITED, JAGUAR MERGER SUB INC., JAZZ PHARMACEUTICALS, INC. AND SEAMUS MULLIGAN AS...Agreement and Plan of Merger and Reorganization • May 5th, 2020 • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of September 19, 2011, is by and among AZUR PHARMA LIMITED, a limited company formed under the laws of Ireland (registered number 399192) whose registered address is 1 Stokes Place, St. Stephen’s Green, Dublin 2, Ireland (“Azur”), JAGUAR MERGER SUB INC., a Delaware corporation and wholly owned subsidiary of Azur (“Merger Sub”), JAZZ PHARMACEUTICALS, INC., a Delaware corporation (“Jazz”) and SEAMUS MULLIGAN, solely in his capacity as the representative for the Indemnitors (as defined below) as further provided herein (the “Indemnitors’ Representative”). Each and any one of Azur, Merger Sub and Jazz, individually shall be referred to herein as a “Party” and, together the “Parties”.
TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION ("Amendment"), dated as of December 15, 1999, is entered into by and among Natural MicroSystems Corporation, a Delaware corporation...Agreement and Plan of Merger and Reorganization • January 13th, 2000 • Natural Microsystems Corp • Telephone & telegraph apparatus
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • February 2nd, 2015 • Advanced Photonix Inc • Semiconductors & related devices • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED AS OF JANUARY 30, 2024 BY AND BETWEEN SOUTHERN CALIFORNIA BANCORP AND CALIFORNIA BANCORPAgreement and Plan of Merger and Reorganization • January 30th, 2024 • Southern California Bancorp \ CA • National commercial banks • California
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of January 30, 2024 (this “Agreement”), by and between Southern California Bancorp, a California corporation (“SCB”), and California BanCorp, a California corporation (“CBC”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among Bridgetech International Holdings, Inc., a Delaware corporation, and Global Seafood AC Corporation, a Florida corporation, and John Keeler & Co., Inc., a Florida corporation February 20, 2015Agreement and Plan of Merger and Reorganization • February 20th, 2015 • Bridgetech Holdings International Inc • Services-testing laboratories • Florida
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION is made and entered into effective as of February 20, 2015, by and among Bridgetech International Holdings , Inc., a Delaware corporation (“Parent”), Global Seafood AC Corporation, a Florida corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and John Keeler & Co., Inc. a Florida corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among:Agreement and Plan of Merger and Reorganization • July 6th, 2007 • Website Pros Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (“Agreement”) is made and entered into as of June 26, 2007, by and among: WEBSITE PROS, INC., a Delaware corporation (“Parent”); AUGUSTA ACQUISITION SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and WEB.COM, INC., a Minnesota corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in EXHIBIT A.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG RENAISSANCE LEARNING, INC., RLI ACQUISITION CORP., INC., RLI ACQUISITION SUB, LLC AND ALPHASMART, INC. DATED AS OF JANUARY 24, 2005 AND AMENDED AS OF APRIL 20, 2005Agreement and Plan of Merger and Reorganization • April 26th, 2005 • Renaissance Learning Inc • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED AS OF NOVEMBER 25, 2003 AMONG K2 INC. FOTOBALL USA, INC. AND BOCA ACQUISITION SUB, INC.Agreement and Plan of Merger and Reorganization • January 21st, 2004 • K2 Inc • Sporting & athletic goods, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of November 25, 2003, is by and among FOTOBALL USA, INC., a Delaware corporation (the “Company”), K2 INC., a Delaware corporation (“Parent”), and BOCA ACQUISITION SUB, INC., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Acquisition”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among DG FASTCHANNEL, INC. (the “Purchaser”), POINT.360 (the “Company”) and NEW 360 (the “PPB Sub”) Dated as of April 16, 2007Agreement and Plan of Merger and Reorganization • May 15th, 2007 • New 360 • Delaware
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), is dated as of April 16, 2007, by and among DG FastChannel, Inc., a Delaware corporation (the “Purchaser”), POINT.360, a California corporation (the “Company”), and NEW 360, a California corporation and a wholly-owned subsidiary of the Company (the “PPB Sub”). Capitalized terms used herein have the meanings assigned to them in Section 9.5 or elsewhere in this Agreement as described in Section 9.6.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: ADURO BIOTECH, INC., a Delaware corporation; ASPIRE MERGER SUB, INC., a Delaware corporation; and CHINOOK THERAPEUTICS U.S., INC., a Delaware corporation Dated as of June 1, 2020Agreement and Plan of Merger and Reorganization • June 2nd, 2020 • Aduro Biotech, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of June 1, 2020, by and among ADURO BIOTECH, INC., a Delaware corporation (“Parent”), ASPIRE MERGER SUB, INC., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and CHINOOK THERAPEUTICS U.S., INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED AS OF JUNE 2, 2021 BY AND BETWEEN FIRST FOUNDATION INC. AND TGR FINANCIAL, INC.Agreement and Plan of Merger and Reorganization • August 6th, 2021 • First Foundation Inc. • State commercial banks • Florida
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of June 2, 2021 (this “Agreement”), by and between First Foundation Inc., a Delaware corporation (“First Foundation”), and TGR Financial, Inc., a Florida corporation (the “Company”).
