Agreement of Merger Sample Contracts

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AMENDMENT NO. 4 TO AGREEMENT OF MERGER
Agreement of Merger • November 25th, 2009 • First Bankshares, Inc. • State commercial banks • Virginia

THIS AMENDMENT NO. 4 TO AGREEMENT OF MERGER (this “Amendment”) is made and entered into as of November 19, 2009 between First Bankshares, Inc., a Virginia bank holding company incorporated pursuant to the Virginia Stock Corporation Act (“FBS”), and Xenith Corporation, a Virginia corporation (“Xenith”). This Amendment amends that certain Agreement of Merger, dated as of May 12, 2009, as amended by that certain Amendment No. 1 thereto, dated as of August 14, 2009, Amendment No. 2 thereto, dated as of October 15, 2009, and Amendment No. 3 dated as of October 30, 2009 (as so amended, the “Agreement”), by and between FBS and Xenith. Capitalized terms used herein and not otherwise defined herein have the meanings ascribed to such terms in the Agreement.

AGREEMENT OF MERGER
Agreement of Merger • January 17th, 2024 • Taro Pharmaceutical Industries LTD • Pharmaceutical preparations

This Agreement of Merger is made and entered into as of January 17, 2024 by and among Sun Pharmaceutical Industries Ltd., a corporation organized under the laws of India (“Parent”), Alkaloida Chemical Company ZRT (f/k/a Alkaloida Chemical Company Exclusive Group Limited) (“Alkaloida”), a corporation organized under the laws of Hungary and under the control of Parent, The Taro Development Corporation, a corporation organized under the laws of New York and under the control of Parent (“TDC”), Sun Pharma Holdings, a corporation organized under the laws of Mauritius and a direct wholly owned subsidiary of Parent (“SPH”), Libra Merger Ltd., an Israeli company under the control of Parent and a direct wholly owned subsidiary of Alkaloida, TDC and SPH (“Merger Sub”), and Taro Pharmaceutical Industries Ltd., an Israeli company (the “Company”). Certain capitalized terms used but not defined in this Agreement are defined in ‎Exhibit A hereto.

AGREEMENT OF MERGER BY AND AMONG LIVE NATION, INC., SNI ACQUISITION MERGER SUBSIDIARY I, INC., SNI ACQUISITION MERGER SUBSIDIARY II, INC., SIGNATURES SNI, INC., DELL R. FURANO AND FURANO REVOCABLE TRUST
Agreement of Merger • November 20th, 2007 • Live Nation, Inc. • Services-amusement & recreation services • California

THIS AGREEMENT OF MERGER (this “Agreement”), dated as of November 14, 2007, by and among LIVE NATION, INC., a Delaware corporation (“Parent”), SNI ACQUISITION MERGER SUBSIDIARY I, INC., a Delaware corporation and indirect, wholly-owned subsidiary of Parent (“Merger Subsidiary”), SNI ACQUISITION MERGER SUBSIDIARY II, INC., a Delaware corporation and indirect, wholly-owned subsidiary of Parent (“Sister Subsidiary”), SIGNATURES SNI, INC., a California corporation (the “Company”), DELL R. FURANO (“Furano”) and FURANO REVOCABLE TRUST (the “Company Stockholder”), recites and provides as follows:

FIRST AMENDMENT TO AGREEMENT OF MERGER
Agreement of Merger • July 3rd, 2018 • Premier Financial Bancorp Inc • State commercial banks

THIS FIRST AMENDMENT TO AGREEMENT OF MERGER (hereinafter sometimes referred to as the “Amendatory Agreement”), dated as of the 29th day of June, 2018, by and among PREMIER FINANCIAL BANCORP, INC. (“Premier”), FIRST BANK OF CHARLESTON, INC. (“First Bank”) and PREMIER BANK, INC. (“Premier Bank”);

AMENDMENT NO. 1 TO AGREEMENT OF MERGER
Agreement of Merger • August 14th, 2009 • First Bankshares, Inc. • State commercial banks • Virginia

THIS AMENDMENT NO. 1 TO AGREEMENT OF MERGER (this “Amendment”) is made and entered into as of August 14, 2009 between First Bankshares, Inc., a Virginia bank holding company incorporated pursuant to the Virginia Stock Corporation Act (“FBS”), and Xenith Corporation, a Virginia corporation (“Xenith”). This Amendment amends that certain Agreement of Merger, dated as of May 12, 2009, by and between FBS and Xenith (the “Agreement”). Capitalized terms used herein and not otherwise defined herein have the meanings ascribed to such terms in the Agreement.

AMENDMENT NO. 1 TO AGREEMENT OF MERGER BY AND AMONG
Agreement of Merger • November 17th, 2015 • Mellanox Technologies, Ltd. • Semiconductors & related devices

AMENDMENT NO. 1 TO AGREEMENT OF MERGER, dated as of November 17, 2015 (this “Amendment No. 1”), by and among Mellanox Technologies, Ltd., a public company formed under the laws of the State of Israel (“Parent”); Mondial Europe Sub Ltd., a private company formed under the laws of the State of Israel and a wholly owned subsidiary of Parent (“Merger Sub”); and EZchip Semiconductor Ltd., a public company formed under the laws of the State of Israel (the “Company”). Each of the parties to this Amendment No. 1 is individually referred to herein as a “Party” and collectively as the “Parties.”

AMENDED AND RESTATED AGREEMENT OF MERGER BY AND BETWEEN FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION AND FRANKFORT FIRST BANCORP, INC. DATED AS OF JULY 15, 2004 AND AMENDED AND RESTATED AS OF NOVEMBER 3, 2004
Agreement of Merger • November 4th, 2004 • Kentucky First Federal Bancorp • Savings institution, federally chartered • Kentucky

THIS AMENDED AND RESTATED AGREEMENT OF MERGER made as of this 15th day of July, 2004 and amended and restated as of November 3, 2004, by and among FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION and FRANKFORT FIRST BANCORP, INC.

RECITALS
Agreement of Merger • March 27th, 1998 • Eyemakers Inc • Texas
FORM OF AGREEMENT OF MERGER
Agreement of Merger • June 7th, 2000 • Cobalt Networks Inc • Electronic components & accessories
AGREEMENT OF MERGER
Agreement of Merger • May 2nd, 2005 • Sanmina-Sci Systems Holdings Inc • Cable & other pay television services

THIS AGREEMENT OF MERGER is entered into between VIKING COMPONENTS INCORPORATED, a California corporation (herein the “Surviving Corporation”), and INTERWORKS COMPUTER PRODUCTS, INC., a California corporation (herein the “Merging Corporation”).

AMENDMENT NO. 1 TO AGREEMENT OF MERGER BY AND AMONG MELLANOX TECHNOLOGIES, LTD. MONDIAL EUROPE SUB LTD. AND EZCHIP SEMICONDUCTOR LTD. DATED AS OF NOVEMBER 17, 2015
Agreement of Merger • November 17th, 2015 • Ezchip Semiconductor LTD • Computer communications equipment

AMENDMENT NO. 1 TO AGREEMENT OF MERGER, dated as of November 17, 2015 (this “Amendment No. 1”), by and among Mellanox Technologies, Ltd., a public company formed under the laws of the State of Israel (“Parent”); Mondial Europe Sub Ltd., a private company formed under the laws of the State of Israel and a wholly owned subsidiary of Parent (“Merger Sub”); and EZchip Semiconductor Ltd., a public company formed under the laws of the State of Israel (the “Company”). Each of the parties to this Amendment No. 1 is individually referred to herein as a “Party” and collectively as the “Parties.”

AMENDMENT NO. 1 TO AGREEMENT OF MERGER
Agreement of Merger • May 30th, 2008 • Sun Pharmaceutical Industries LTD • Pharmaceutical preparations

THIS AMENDMENT NO. 1 TO AGREEMENT OF MERGER (this “Amendment”) is made and entered into as of this 23rd day of July, 2007, by and among Alkaloida Chemical Company Exclusive Group Ltd., (“Parent”), Aditya Acquisition Company Ltd., an Israeli company under the control of Parent (“Merger Sub”), and Taro Pharmaceutical Industries Ltd., an Israeli company (the “Company”).

AMENDMENT NO. 2 TO AGREEMENT OF MERGER
Agreement of Merger • January 29th, 2020 • Red Cat Holdings, Inc. • Services-prepackaged software • Ohio

THIS AMENDMENT NO. 2 TO AGREEMENT OF MERGER (this “Second Amendment”) is made as of January 22, 2020, by and among Red Cat Holdings, Inc. f/k/a TimefireVR, Inc., a Nevada corporation (the “Purchaser”), Rotor Riot Acquisition Corp., an Ohio corporation and wholly owned subsidiary of the Purchaser (“Ohio Sub”), Rotor Riot, LLC, an Ohio limited liability company (“Company”), and the selling holder signatories hereto (the “Selling Holders”), and joined in by Rotor Riot Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Purchaser (“Delaware Sub”). Each of the Purchaser, the Ohio Sub, the Company, the Selling Holders and the Delaware Sub are referred to herein as a “Party” and collectively as the “Parties”.

FIRST AMENDMENT TO AGREEMENT OF MERGER
Agreement of Merger • June 18th, 2009 • Premier Financial Bancorp Inc • State commercial banks

THIS FIRST AMENDMENT TO AGREEMENT OF MERGER (hereinafter sometimes referred to as the “Amendatory Agreement”), dated as of the 16th day of June, 2009, by and among PREMIER FINANCIAL BANCORP, INC. (“Premier”), ABIGAIL ADAMS NATIONAL BANCORP, INC. (“Adams”) and AANB ACQUISITION CORP. (“Interim Company”);

EXHIBIT A
Agreement of Merger • December 16th, 2013 • Sustainable Environmental Technologies Corp • Oil & gas field services, nec • California

THIS AGREEMENT OF MERGER (this “Agreement”) is entered into as of October 28, 2013, by and among Sustainable Environmental Technologies Corporation, a California corporation (“Subsidiary”) and HJG Holdings, LLC, a California limited liability company (“Parent”)

FIRST AMENDMENT TO AGREEMENT OF MERGER DATED NOVEMBER 3, 2011
Agreement of Merger • October 1st, 2012 • Kentucky First Federal Bancorp • Savings institution, federally chartered

This first amendment (the “Amendment”) to the Agreement of Merger, dated as of the 3rd day of November, 2011 ((together with the Form of Voting Agreement, Plan of Bank Merger and Form of Employment Agreements, appended thereto as Exhibits A through C, respectively, the “Agreement”), by and among Kentucky First Federal Bancorp, a Federal corporation (“Kentucky First”), and CKF Bancorp, Inc., a Delaware corporation (“CKF Bancorp”), and Central Kentucky Federal Savings Bank, a Federal savings bank (“Central Kentucky Federal” and together with CKF Bancorp, collectively referred to as the “CKF Parties”) is made effective the 28 day of September, 2012.

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AMENDMENT NO. 1 TO AGREEMENT OF MERGER
Agreement of Merger • March 22nd, 2007 • Fieldstone Investment Corp • Real estate investment trusts • Maryland

This AMENDMENT NO. 1 TO AGREEMENT OF MERGER (this “Amendment”), dated as of March 16, 2007 (the “Amendment Effective Date”), is by and among Credit-Based Asset Servicing and Securitization LLC (“Parent”), a Delaware limited liability company, Rock Acquisition Corp., a Maryland corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Fieldstone Investment Corporation, a Maryland corporation (the “Company”). Capitalized terms used but not defined herein shall have the same meanings as set forth in the Merger Agreement (as defined below).

ORIGINAL AND AMENDED ARTICLES OF INCORPORATION OF GEOPETRO
Agreement of Merger • October 24th, 2001 • Geopetro Resources Co
AMENDMENT NO. 1 TO AGREEMENT OF MERGER
Agreement of Merger • January 29th, 2020 • Red Cat Holdings, Inc. • Services-prepackaged software • Ohio

THIS AMENDMENT NO. 1 TO AGREEMENT OF MERGER (this “Amendment”) is made as of January 14, 2020, by and among Red Cat Holdings, Inc. f/k/a TimefireVR, Inc., a Nevada corporation (the “Purchaser”), Rotor Riot Acquisition Corp., an Ohio corporation and wholly owned subsidiary of the Purchaser (“Sub”), Rotor Riot, LLC, an Ohio limited liability company (“Company”), and the selling holder signatories hereto (the “Selling Holders”). Each of the Purchaser, the Sub, the Company and the Selling Holders are referred to herein as a “Party” and collectively as the “Parties”.

AMENDMENT NO. 1 TO THE AGREEMENT OF MERGER
Agreement of Merger • November 28th, 2003 • Premierwest Bancorp • Finance services

THIS AMENDMENT NO. 1, dated as of November , 2003 ("Amendment No. 1"), to the Agreement of Merger dated September 15, 2003 ("the Merger Agreement"), between and among Mid Valley Bank, a California chartered commercial bank ("MVB"), PremierWest Bancorp, an Oregon corporation and a registered financial services holding company (the "Company"), and PremierWest Bank, an Oregon chartered stock bank and a wholly owned subsidiary of the Company ("the Bank").

FORM OF] AGREEMENT OF MERGER BETWEEN ____________________________ (a California corporation) AND ____________________________ (a Delaware statutory trust)
Agreement of Merger • January 22nd, 2007 • Franklin Money Fund

AGREEMENT OF MERGER entered into on __________, 2007 by _______________, a California corporation, and _______________, a Delaware statutory trust, as approved by the Board of Directors and Board of Trustees of each fund: 1. _______________, which is a corporation incorporated in the State of California, and which is sometimes hereinafter referred to as the “disappearing corporation,” shall be merged with and into _______________, which is a statutory trust organized in the State of Delaware, and which is sometimes hereinafter referred to as the “surviving trust.”

AMENDED AND RESTATED AGREEMENT OF MERGER Among GTE CORPORATION VERIZON HOLDCO LLC And HAWAIIAN TELCOM HOLDCO, INC. HAWAIIAN TELCOM COMMUNICATIONS, INC. Dated as of April 8, 2005
Agreement of Merger • January 19th, 2006 • Hawaiian Telcom Communications, Inc. • Telephone communications (no radiotelephone) • New York

Agreement of Merger, dated as of April 8, 2005, by and among Hawaiian Telcom Holdco, Inc. (f/k/a Paradise HoldCo, Inc.), a Delaware corporation (“Buyer”), Hawaiian Telcom Communications, Inc. (f/k/a Hawaiian Telcom MergerSub, Inc.; f/k/a Paradise MergerSub, Inc.), a Delaware corporation (“Merger Sub”), GTE Corporation, a New York corporation (“Seller”), and Verizon HoldCo LLC, a Delaware limited liability company (the “Company”; it being understood that any references herein to the Company with respect to any period following the Merger shall be deemed to refer to the Surviving Corporation, as defined in Section 2.1).

AMENDMENT TO
Agreement of Merger • October 15th, 1996 • Entertainment Media Acquisition Corp • Services-motion picture & video tape production
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