RECITALSAgreement and Plan of Merger and Reorganization • March 10th, 2006 • Specialized Health Products International Inc • Surgical & medical instruments & apparatus • Delaware
BY AND AMONGAgreement and Plan of Merger and Reorganization • November 23rd, 2004 • Select Medical Corp • Services-specialty outpatient facilities, nec • Delaware
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • December 14th, 2001 • Endorex Corp • Pharmaceutical preparations
amongAgreement and Plan of Merger and Reorganization • February 3rd, 2006 • Romarco Minerals Inc • Gold and silver ores • New York
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG DIVINE, INC., DVC ACQUISITION COMPANY and VIANT CORPORATIONAgreement and Plan of Merger and Reorganization • August 14th, 2002 • Viant Corp • Services-miscellaneous business services • Delaware
EXHIBIT 2.8 ___________________________________________________________________ _____________ AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • June 19th, 2001 • Asyst Technologies Inc /Ca/ • Special industry machinery, nec • California
LATHAM & WATKINS LLP LETTERHEAD]Agreement and Plan of Merger and Reorganization • November 5th, 2004 • Virologic Inc • In vitro & in vivo diagnostic substances
Re: Agreement and Plan of Merger and Reorganization by and among ViroLogic, Inc., Apollo Acquisition Sub, Inc., Apollo Merger Subsidiary, LLC, and ACLARA BioSciences, Inc., dated as of May 28, 2004 and amended as of October 18, 2004
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”).
June 15, 2001 [BROBECK LOGO] Credence Systems Corporation 215 Fourier Ave. Fremont, CA 94539 Ladies and Gentlemen: This opinion is being delivered to you in connection with (i) the Agreement and Plan of Merger and Reorganization (the "Agreement")...Agreement and Plan of Merger and Reorganization • June 15th, 2001 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals
BY AND AMONGAgreement and Plan of Merger and Reorganization • August 14th, 2001 • Ikos Systems Inc • Services-computer integrated systems design • Delaware
amongAgreement and Plan of Merger and Reorganization • February 27th, 1997 • Sun Healthcare Group Inc • Services-skilled nursing care facilities • Nevada
EFFECTIVE DATE]Agreement and Plan of Merger and Reorganization • May 14th, 2004 • Ariba Inc • Services-prepackaged software
This opinion is being delivered to you pursuant to Section 7.02(c) of the Agreement and Plan of Merger and Reorganization (the “Agreement”) dated as of January 23, 2004, among Ariba, Inc., a Delaware corporation (“Ariba”), Fleet Merger Corporation, a Delaware corporation wholly-owned by Ariba (“Merger Sub”) and FreeMarkets, Inc., a Delaware corporation (“FreeMarkets”). Pursuant to the Agreement, (i) Merger Sub will merge with and into FreeMarkets, and FreeMarkets will be the surviving entity (the “Reverse Merger”), and (ii) immediately after, FreeMarkets will merge with and into Ariba, and Ariba will be the surviving entity (the “Second Step Merger,” and collectively with the Reverse Merger, the “Merger”).
FORM OF OPINION OF STIKEMAN ELLIOTT [LETTERHEAD OF STIKEMAN ELLIOTT]Agreement and Plan of Merger and Reorganization • December 21st, 2001 • Genesis Microchip Inc /De • Services-computer programming services
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: ENTROPIC COMMUNICATIONS, INC., a Delaware corporation; RAPTOR ACQUISITION SUB, INC., a Delaware corporation; RF MAGIC, INC., a Delaware corporation; and (solely for purposes of Section 9 and 10.1)...Agreement and Plan of Merger and Reorganization • November 15th, 2007 • Entropic Communications Inc • Semiconductors & related devices • California
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (“Agreement”) is made and entered into as of April 9, 2007, by and among: ENTROPIC COMMUNICATIONS, INC. a Delaware corporation (“Parent”); RAPTOR ACQUISITION SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); RF MAGIC, INC., a Delaware corporation (the “Company”); and solely for purposes of Sections 9 and 10.1 MARK FOLEY, as the Stockholders’ Representative. Certain other capitalized terms used in this Agreement are defined in Exhibit A.
September 9, 2016Agreement and Plan of Merger and Reorganization • September 9th, 2016 • Yuma Delaware Merger Subsidiary, Inc. • Crude petroleum & natural gas
E-MEDSOFT.COMAgreement and Plan of Merger and Reorganization • October 29th, 2001 • E-Medsoft Com • Services-computer processing & data preparation • Delaware
AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • April 11th, 2005 • International Steel Group Inc • Steel works, blast furnaces & rolling & finishing mills
AMENDMENT, dated as of April 11, 2005 (this “Amendment”), among Mittal Steel Company N.V. (formerly Ispat International N.V.), a company organized under the laws of The Netherlands (“Parent”), Park Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and International Steel Group Inc., a Delaware corporation (the “Company”).
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • January 23rd, 2023 • Ritchie Bros Auctioneers Inc • Services-business services, nec
This AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Amendment”), dated as of January 22, 2023 (the “Amendment Date”), is entered into by and among Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), Ritchie Bros. Holdings, Inc., a Washington corporation and a direct and indirect wholly owned subsidiary of Parent (“US Holdings”), Impala Merger Sub I, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdings (“Merger Sub 1”), Impala Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdings (“Merger Sub 2”), and IAA, Inc., a Delaware corporation (the “Company”), and amends that certain Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, by and among Parent, Merger Sub 1, Merger Sub 2 and the Company (as amended or otherwise modified prior to the date hereof, the “Merger Agreement”). Each capitalized
EX-2.1 2 d822525dex21.htm EX-2.1 EXECUTION VERSION SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • May 5th, 2020
THIS SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Amendment”), is made and entered into as of October 31, 2019, by and among Restoration Robotics, Inc., a Delaware corporation (“Radiant”), Restoration Merger Sub Ltd., a company organized under the laws of Israel and a direct, wholly owned subsidiary of Radiant (“Merger Sub”) and Venus Concept Ltd., a company organized under the laws of Israel (the “Company” and together with Radiant and Merger Sub, the “Parties”, and each individually, a “Party”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Merger Agreement (as defined below).
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • December 30th, 2021 • Power & Digital Infrastructure Acquisition Corp. • Services-computer processing & data preparation
This Second Amendment (this “Amendment”) to that certain Agreement and Plan of Merger and Reorganization, dated as of July 20, 2021 (the “Merger Agreement”) and as amended on October 1, 2021 (as may be further amended from time to time, the “Amended Merger Agreement”), by and among Power & Digital Infrastructure Acquisition Corp., a Delaware corporation (“Acquiror”), XPDI Merger Sub Inc., a Delaware corporation and direct, wholly owned subsidiary of Acquiror (“First Merger Sub”), XPDI Merger Sub 2, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Acquiror (“Second Merger Sub” and, together with First Merger Sub, “Merger Subs”), and Core Scientific Holding Co., a Delaware corporation (the “Company”), is made and entered into as of December 29, 2021 by and among Acquiror, Merger Subs and the Company. Acquiror, Merger Subs and the Company are collectively referred to herein as the “Parties.” Capitalized terms in this Amendment that are used but not otherwis
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: FAVRILLE, INC., a Delaware corporation; MONTANA MERGER SUB, INC., a Delaware corporation; and MYMEDICALRECORDS.COM, INC., a Delaware corporationAgreement and Plan of Merger and Reorganization • January 30th, 2009 • RHL Group, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (“Agreement”) is made and entered into as of November 8, 2008, by and among: FAVRILLE, INC., a Delaware corporation (“Parent”); MONTANA MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and MYMEDICALRECORDS.COM, INC., a Delaware corporation (the “Company”). Certain other capitalized terms used in this Agreement are defined in Exhibit A.
Exhibit 8.2 [Letterhead of Wilson Sonsini Goodrich & Rosati, Professional Corporation] S-4 OPINION April 26, 2002 Occam Networks Inc. 77 Robin Hill Road Santa Barbara, California 93117 Re: Agreement and Plan of Merger and Reorganization (the...Agreement and Plan of Merger and Reorganization • April 26th, 2002 • Accelerated Networks Inc • Computer communications equipment
SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • October 30th, 2015 • Solar Power, Inc. • Semiconductors & related devices • California
This SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is entered into as of October 30, 2015, by and among Solar Power, Inc., a California corporation (“SPI”), SPI Energy Co., Ltd., an exempted company incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of SPI (“SPI Energy”), and SPI Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of SPI Energy (“SPI Merger Sub”).
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • February 14th, 2023 • Sesen Bio, Inc. • Pharmaceutical preparations • Delaware
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Second Amendment”) is made and entered into as of February 13, 2023, by and among SESEN BIO, INC., a Delaware corporation (“Parent”), SEAHAWK MERGER SUB, INC., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and CARISMA THERAPEUTICS INC., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are sometimes individually referred to herein as a “Party” or collectively referred to herein as the “Parties”. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Merger Agreement.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • July 16th, 2014 • Rf Micro Devices Inc • Semiconductors & related devices • Delaware
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated July 15, 2014 (this “Amendment”) amends the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of February 22, 2014, by and among RF Micro Devices, Inc., a North Carolina corporation (“RFMD”), TriQuint Semiconductor, Inc., a Delaware corporation (“TriQuint”), and Rocky Holding, Inc., a Delaware corporation (“Parent”), providing for the Contemplated Transactions (as defined in the Merger Agreement; each capitalized term used herein, but otherwise not defined, shall have the meaning ascribed to such term in the Merger Agreement).
EX-2.1 2 d790430dex21.htm EX-2.1 EXECUTION VERSION FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • May 5th, 2020
THIS FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Amendment”), is made and entered into as of August 14, 2019, by and among Restoration Robotics, Inc., a Delaware corporation (“Radiant”), Restoration Merger Sub Ltd., a company organized under the laws of Israel and a direct, wholly owned subsidiary of Radiant (“Merger Sub”) and Venus Concept Ltd., a company organized under the laws of Israel (the “Company” and together with Radiant and Merger Sub, the “Parties”, and each individually, a “Party”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement (as defined below).
ARTICLE I AMENDMENTSAgreement and Plan of Merger and Reorganization • December 11th, 1998 • Trident Rowan Group Inc • Motorcycles, bicycles & parts
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among: PACIFIC EAST ADVISORS, INC., a Delaware corporation; IMPCO ACQUISITION, LLC., a New York limited liability company; and INNER MONGOLIA PRODUCTION COMPANY LLC, a New...Agreement and Plan of Merger and Reorganization • August 16th, 2007 • Pacific Asia Petroleum Inc • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (the “Agreement”) is made and entered into as of December 11, 2006 (the “Execution Date”), as amended and restated on February 12, 2007, by and among: Pacific East Advisors, Inc., a Delaware corporation (“Parent”); IMPCO ACQUISITION, LLC., a New York limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”); and INNER MONGOLIA PRODUCTION COMPANY LLC, a New York limited liability company (the “Company”).
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • January 10th, 2020 • ArTara Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Amendment”) is made and entered into as of November 19, 2019, by and among PROTEON THERAPEUTICS, INC., a Delaware corporation (“Parent”), REM 1 ACQUISITION, INC., a Delaware corporation and wholly owned subsidiary of Parent (“Proteon Merger Sub”), and ARTARA THERAPEUTICS, INC., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION between ADAMIS PHARMACEUTICALS CORPORATION, a Delaware corporation, AARDVARK MERGER SUB, INC., a Delaware corporation and DMK PHARMACEUTICALS CORPORATION, a New Jersey corporation Dated as of February...Agreement and Plan of Merger and Reorganization • February 27th, 2023 • Adamis Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • May 24th, 2017 • Oncogenex Pharmaceuticals, Inc. • In vitro & in vivo diagnostic substances
This Amendment No. 1 to Agreement and Plan of Merger and Reorganization (this “Amendment”) is made as of May 3, 2017 by and among OncoGenex Pharmaceuticals, Inc., a Delaware corporation (“Arrow”), Ash Acquisition Sub, Inc., a Delaware corporation (“Merger Sub 1”), Ash Acquisition Sub 2, Inc., a Delaware corporation (“Merger Sub 2”; together with Merger Sub 1, “Merger Subs”), and Achieve Life Science, Inc. (the “Company”) in certain respects that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of January 5, 2017, previously entered into by and among Arrow, Merger Sub 1, Merger Sub 2 and the Company. Capitalized terms used but not defined in this Amendment shall have the meanings given to such terms in the Merger Agreement.
AGREEMENT ANDAgreement and Plan of Merger and Reorganization • March 23rd, 2004 • Tumbleweed Communications Corp • Services-prepackaged software • Delaware
LATHAM & WATKINS LLP LETTERHEAD] August 25, 2006 Axonyx Inc. 500 Seventh Avenue, 10th Floor New York, New York 10018 Re: Agreement and Plan of Merger and Reorganization by and among Axonyx, Inc., Autobahn Acquisition, Inc., and TorreyPines...Agreement and Plan of Merger and Reorganization • August 25th, 2006 • Axonyx Inc • Pharmaceutical preparations
We have acted as counsel to Axonyx Inc., a Nevada corporation ("Axonyx"), in connection with the proposed merger (the "Merger") of Autobahn Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Axonyx ("Merger Sub") with and into TorreyPines Therapeutics, Inc., a Delaware corporation ("TorreyPines") pursuant to the Agreement and Plan of Merger and Reorganization dated as of June 7, 2006, by and among Axonyx, Merger Sub and TorreyPines (the "Merger Agreement"). This opinion is being delivered in connection with Axonyx's Joint Proxy Statement/Prospectus on Form S-4, as amended, relating to the proposed Merger pursuant to the Merger Agreement (the "Joint Proxy Statement/Prospectus"), to which this opinion appears as an exhibit. Capitalized terms not defined herein have the meanings specified in the Merger Agreement.
EX-2.2 2 a2237834zex-2_2.htm EX-2.2 QuickLinks -- Click here to rapidly navigate through this document FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • May 5th, 2020
This FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Amendment"), dated as of December 13, 2018 is entered into by and among Twilio Inc., a Delaware corporation ("Twilio"); Topaz Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Twilio ("Merger Sub"); and SendGrid, Inc., a Delaware corporation ("SendGrid" and collectively with Twilio and Merger Sub, the "Parties," and each a "Party"). Capitalized terms used herein and not otherwise defined shall have the same meanings as set forth in the Agreement and Plan of Merger and Reorganization, dated as of October 15, 2018, by and among the Parties (the "Merger Agreement").
August 28, 2000Agreement and Plan of Merger and Reorganization • August 30th, 2000 • Covad Communications Group Inc • Telephone & telegraph apparatus
