April 30, 2006 K-Two Holdco Limited Coral Towers Paradise Island, The Bahamas Gentlemen: Reference is made to (i) the Amended and Restated Agreement and Plan of Merger (the "Agreement"), dated as of the date hereof, among Kerzner International Limited...Amended and Restated Agreement and Plan of Merger • May 3rd, 2006 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • Delaware
June 3, 2007Amended and Restated Agreement and Plan of Merger • June 8th, 2007 • Becker Douglas L • Services-educational services • New York
Reference is made to the Amended and Restated Agreement and Plan of Merger dated as of the date hereof (as further amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) among Laureate Education, Inc. (the “Company”), a Maryland corporation, Wengen Alberta, Limited Partnership, an Alberta, Canada limited partnership (“Parent”), and L Curve Sub Inc., a Maryland corporation and a subsidiary of Parent. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement. This letter agreement amends and restates the letter dated January 28, 2007 from the undersigned to Parent.
June 3, 2007Amended and Restated Agreement and Plan of Merger • June 8th, 2007 • Becker Douglas L • Services-educational services • New York
Reference is made to the Amended and Restated Agreement and Plan of Merger dated as of the date hereof (as further amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) among Laureate Education, Inc. (the “Company”), a Maryland corporation, Wengen Alberta, Limited Partnership, an Alberta, Canada limited partnership (“Parent”), and L Curve Sub Inc., a Maryland corporation and a subsidiary of Parent (“L Curve”). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement. This letter agreement amends and restates the letter dated January 28, 2007, from the undersigned to Parent.
June 3, 2007 To: Wengen Alberta, Limited Partnership Gentlemen:Amended and Restated Agreement and Plan of Merger • June 8th, 2007 • L Curve Sub Inc. • Services-educational services
Reference is made to the Amended and Restated Agreement and Plan of Merger dated as of the date hereof (as further amended, supplemented, restated or otherwise modified from time to time, the "Agreement") among Laureate Education, Inc. (the "Company"), a Maryland corporation, Wengen Alberta, Limited Partnership, an Alberta, Canada limited partnership ("Parent"), and L Curve Sub Inc., a Maryland corporation and a subsidiary of Parent ("L Curve"). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement. This letter agreement amends and restates the letter dated January 28, 2007, from the undersigned to Parent.
Sunset Financial Resources, Inc.Amended and Restated Agreement and Plan of Merger • September 29th, 2006 • Sunset Financial Resources Inc • Real estate investment trusts
We are parties to an Amended and Restated Agreement and Plan of Merger, dated as of July 20, 2006, as amended by the letter agreement dated September 5, 2006 (the “Agreement”). In accordance with our discussions, we have reached the following agreements regarding the Agreement. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.
NOTE TO READERAmended and Restated Agreement and Plan of Merger • June 26th, 2020
Amended and Restated Agreement and Plan of Merger dated as of June 22, 2020 (this “Agreement”), by and among Curaleaf Holdings, Inc., a publicly-traded corporation listed on the Canadian Securities Exchange and existing under the laws of British Columbia, Canada (“Curaleaf” or “Parent”), Greenhouse MergerCo, Inc., a Delaware corporation that is a direct wholly owned subsidiary of Parent (“Merger Sub”), GR Companies, Inc., a Delaware corporation (the “Company”), and GR Shareholder Representative, LLC, a Delaware limited liability company, solely in its capacity as the shareholder representative, agent and attorney-in-fact of the Participating Securityholders (the “Seller Representative”). All capitalized terms used but not otherwise defined herein have the meanings set forth or referenced in Section 1.1.
1 EXHIBIT 8.1 Information Advantage, Inc. 7905 Golden Triangle Drive Eden Prairie, MN 55344 Ladies and Gentlemen: This opinion is being delivered to you for the purpose of satisfying Section 6.1(c) of the Amended and Restated Agreement and Plan of...Amended and Restated Agreement and Plan of Merger • August 21st, 1998 • Information Advantage Inc • Services-prepackaged software
AMENDMENT NO. 2 OF AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAmended and Restated Agreement and Plan of Merger • September 30th, 2014 • Chindex International Inc • Wholesale-medical, dental & hospital equipment & supplies
This AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Amendment No. 2”), dated as of September 29, 2014, is by and among Healthy Harmony Holdings, L.P., a Cayman Islands limited partnership (“Parent”), Healthy Harmony Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Chindex International, Inc., a Delaware corporation (the “Company” and, together with Parent and Merger Sub, the “Parties”).
Exhibit 5.1 October 13, 2000 ITXC Corp. 600 College Road East Princeton, New Jersey 08540 Dear Sirs: In connection with the pending registration under the Securities Act of 1933, as amended (the "Act"), of 574,942 shares of common stock of ITXC Corp.,...Amended and Restated Agreement and Plan of Merger • October 13th, 2000 • Itxc Corp • Telephone communications (no radiotelephone)
In connection with the pending registration under the Securities Act of 1933, as amended (the "Act"), of 574,942 shares of common stock of ITXC Corp., a Delaware corporation (the "Company"), offered for sale upon exercise of stock options (the "New ITXC Options") granted to former holders of options to purchase the Common Stock of eFusion, Inc. in exchange for such eFusion stock options pursuant to the terms of an Amended and Restated Agreement and Plan of Merger, dated as of July 25, 2000, by and among ITXC Corp., eFusion, Inc. and a wholly owned subsidiary of ITXC Corp. (the "Shares"), we have examined such corporate records, certificates and other documents and such questions of law as we have considered necessary or appropriate for the purposes of this opinion. On the basis of such examination, we advise you that, when the Company's Registration Statement on Form S-8 relating to such Shares has become effective under the Act and the Shares have been issued and sold as contemplated
Page 6514 of 9808Amended and Restated Agreement and Plan of Merger • March 22nd, 2011 • Illinois
Certain of the following exhibits are incorporated herein by reference under Rule 12b-32 of the Securities and Exchange Act of 1934, as amended. Certain other instruments which would otherwise be required to be listed below have not been so listed because such instruments do not authorize securities in an amount which exceeds 10% of the total assets of the applicable registrant and its subsidiaries on a consolidated basis and the relevant registrant agrees to furnish a copy of any such instrument to the Commission upon request.
Re: Amended and Restated Agreement and Plan of Merger dated as of June 27, 2007 (the “Merger Agreement”)Amended and Restated Agreement and Plan of Merger • February 1st, 2008 • Image Entertainment Inc • Services-allied to motion picture production
This letter sets forth the response of Image Entertainment, Inc. (“Image”) to the Notice of Anticipated Breach and Default under the Amended and Restated Agreement and Plan of Merger; Demand for Assurances of Performance; Demand for Information, dated January 30, 2008, from BTP Acquisition Company, LLC to Image (the “Breach and Default Notice”).
EX-2.1 2 d351116dex21.htm EX-2.1 Execution Version FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAmended and Restated Agreement and Plan of Merger • May 5th, 2020
This FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of February 20, 2017 (this “Amendment”), is entered into by and between Caesars Acquisition Company, a Delaware corporation (“CAC”), and Caesars Entertainment Corporation, a Delaware corporation (“CEC”). Capitalized terms used but not otherwise defined in this Amendment shall have the meaning ascribed to such terms in the Amended Merger Agreement (as defined below).
June 3, 2007Amended and Restated Agreement and Plan of Merger • June 8th, 2007 • Becker Douglas L • Services-educational services • New York
Reference is made to the Amended and Restated Agreement and Plan of Merger dated as of the date hereof (as further amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) among Laureate Education, Inc. (the “Company”), a Maryland corporation, Wengen Alberta, Limited Partnership, an Alberta, Canada limited partnership (“Parent”), and L Curve Sub Inc., a Maryland corporation and a subsidiary of Parent (“L Curve”). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement. This letter agreement amends and restates the letter dated January 28, 2007 from the undersigned to Parent.
June 3, 2007 To: Wengen Alberta, Limited Partnership Gentlemen:Amended and Restated Agreement and Plan of Merger • June 8th, 2007 • L Curve Sub Inc. • Services-educational services
Reference is made to the Amended and Restated Agreement and Plan of Merger dated as of the date hereof (as further amended, supplemented, restated or otherwise modified from time to time, the "Agreement") among Laureate Education, Inc. (the "Company"), a Maryland corporation, Wengen Alberta, Limited Partnership, an Alberta, Canada limited partnership ("Parent"), and L Curve Sub Inc., a Maryland corporation and a subsidiary of Parent ("L Curve"). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement. This letter agreement is delivered pursuant to an assignment from Douglas Becker to the undersigned of the rights and obligations arising from and in respect of a portion (equal to the Rollover Commitment Amount (as hereinafter defined)) of the "Commitment Amount" set forth in the January 28, 2007, letter agreement from Douglas Becker to Parent.
Sunset Financial Resources, Inc.Amended and Restated Agreement and Plan of Merger • September 5th, 2006 • Sunset Financial Resources Inc • Real estate investment trusts • New York
We are parties to an Amended and Restated Agreement and Plan of Merger, dated as of July 20, 2006 (the “Agreement”). In accordance with our discussions, we have reached the following agreements regarding the Agreement. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.
June 3, 2007 To: Wengen Alberta, Limited Partnership Gentlemen:Amended and Restated Agreement and Plan of Merger • June 8th, 2007 • L Curve Sub Inc. • Services-educational services
Reference is made to the Amended and Restated Agreement and Plan of Merger dated as of the date hereof (as further amended, supplemented, restated or otherwise modified from time to time, the "Agreement") among Laureate Education, Inc. (the "Company"), a Maryland corporation, Wengen Alberta, Limited Partnership, an Alberta, Canada limited partnership ("Parent"), and L Curve Sub Inc., a Maryland corporation and a subsidiary of Parent ("L Curve"). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement. This letter agreement amends and restates the letter dated January 28, 2007 from the undersigned to Parent.
Reference is made to (i) the Amended and Restated Agreement and Plan of Merger (the “Agreement”), dated as of the date hereof, among Kerzner International Limited (the “Company”), an international business company incorporated under the laws of the...Amended and Restated Agreement and Plan of Merger • May 2nd, 2006 • Istithmar PJSC • Services-miscellaneous amusement & recreation • Delaware
This letter agreement shall become effective concurrently with the execution and delivery of the Agreement by each party thereto. We and Newco hereby covenant, agree and acknowledge that, at such time as this letter agreement becomes effective in accordance with the immediately preceding sentence, this letter agreement shall supersede the Original Commitment Letter in all respects and that the Original Commitment Letter shall terminate automatically and cease to be of any force or effect.
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among TWENTY-FIRST CENTURY FOX, INC. THE WALT DISNEY COMPANY TWDC HOLDCO 613 CORP. WDC MERGER ENTERPRISES I, INC. and WDC MERGER ENTERPRISES II, INC. Dated as of June 20, 2018Amended and Restated Agreement and Plan of Merger • October 9th, 2018 • New Fox, Inc. • Television broadcasting stations • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of June , 2018 (the “Execution Date”), among Twenty-First Century Fox, Inc., a Delaware corporation (the “Company”), The Walt Disney Company, a Delaware corporation (“Parent”), TWDC Holdco 613 Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Holdco”), WDC Merger Enterprises I, Inc., a Delaware corporation and a wholly owned Subsidiary of Holdco (“Delta Sub”), and WDC Merger Enterprises II, Inc., a Delaware corporation and a wholly owned Subsidiary of Holdco (“Wax Sub”, and together with Delta Sub, the “Merger Subs”), amends and restates in its entirety that certain Agreement and Plan of Merger (the “Original Merger Agreement”), dated as of December 13, 2017 (the “Original Execution Date”), among the Company, Parent, TWC Merger Enterprises 2 Corp. and TWC Merger Enterprises 1, LLC, as amended by the Amendment to Agreement and Plan of Merger, dated as of M
Project Grill, LLC c/o Patina Restaurant Group, LLC 120 West 45th Street New York, New York 10036Amended and Restated Agreement and Plan of Merger • May 9th, 2007 • Stillman Alan N • Retail-eating places
Reference is made to the letter agreement between you and Patina Restaurant Group, LLC (“Patina”) dated February 26, 2007 (the “Letter Agreement”) relating to Patina’s proposed acquisition of 100% of the equity interests in The Smith and Wollensky Restaurant Group, Inc. (“SWRG”). Reference is also made to the Amended and Restated Agreement and Plan of Merger (the “Amended and Restated Merger Agreement”), dated as of May 6, 2007, by and among Project Grill, LLC, a Delaware limited liability company (“Parent”), SWRG Acquisition, Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent and SWRG, and the Disclosure Schedule prepared and delivered in connection with the Amended and Restated Merger Agreement.
January 26, 1999 via mail and fax 972-387-1874 Mr. Craig R. Lentzsch President and Chief Executive Officer Greyhound Lines, Inc. 15110 N. Dallas Parkway Dallas, Texas 75248 Dear Mr. Lentzsch: We refer to the Amended and Restated Agreement and Plan of...Amended and Restated Agreement and Plan of Merger • January 28th, 1999 • Greyhound Lines Inc • Local & suburban transit & interurban hwy passenger trans
FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAmended and Restated Agreement and Plan of Merger • October 9th, 2020 • Camber Energy, Inc. • Crude petroleum & natural gas • Nevada
This First Amendment to Amended and Restated Agreement and Plan of Merger (this “Agreement”), dated and effective as of October 9, 2020 (the “Effective Date”), amends that certain Amended and Restated Agreement and Plan of Merger dated August 31, 2020 (as amended to date, the “Plan of Merger”), by and between Viking Energy Group, Inc., a Nevada corporation (“Viking”), and Camber Energy, Inc., a Nevada corporation (“Camber”). Certain capitalized terms used below but not otherwise defined shall have the meanings given to such terms in the Plan of Merger. References in the quoted paragraphs of Section 1 hereof to “Agreement” refer to the Plan of Merger, whereas references to “Agreement” in the other Sections of this Agreement refer to this Third Amendment to Agreement and Plan of Merger.
