Amendment to Agreement and Plan of Merger Sample Contracts

RECITALS
Amendment to Agreement and Plan of Merger • September 13th, 2006 • Newkirk Realty Trust, Inc. • Real estate investment trusts
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AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Amendment to Agreement and Plan of Merger • January 25th, 2019 • Transportation Systems Holdings Inc. • Railroad equipment

AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of January 25, 2019 (this “Amendment”), to the Agreement and Plan of Merger, dated as of May 20, 2018 (the “Merger Agreement” and, together with the Separation Agreement, the “Agreements”), is entered into between General Electric Company, a New York corporation (the “Company”), Transportation Systems Holdings Inc., a Delaware corporation and a wholly owned Subsidiary of the Company (“SpinCo”), Westinghouse Air Brake Technologies Corporation, a Delaware corporation (“Parent”), and Wabtec US Rail Holdings, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.

AMENDMENT NUMBER 1 TO AGREEMENT AND PLAN OF MERGER
Amendment to Agreement and Plan of Merger • February 28th, 2020 • Cincinnati Bell Inc • Telephone communications (no radiotelephone)

This Amendment Number 1 (this “Amendment”) to the Agreement and Plan of Merger, dated as of December 21, 2019, among Cincinnati Bell Inc., an Ohio corporation (the “Company”), Charlie AcquireCo Inc., a Delaware corporation (“Parent”), and Charlie Merger Sub Inc., an Ohio corporation and a directly wholly owned subsidiary of Parent (“Merger Sub”) (the “Merger Agreement”), is made as of February 27, 2020. Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Merger Agreement.

AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Amendment to Agreement and Plan of Merger • October 23rd, 2014 • Bryn Mawr Bank Corp • State commercial banks

THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (“Amendment”), dated as of October 23, 2014, is by and between Bryn Mawr Bank Corporation, a Pennsylvania corporation (“BMBC”), and Continental Bank Holdings, Inc., a Pennsylvania corporation (“CBH”).

EX-2.6 2 dex26.htm AMENDMENT TO AGREEMENT AND PLAN OF MERGER AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Amendment to Agreement and Plan of Merger • May 5th, 2020 • Colorado

This Amendment, dated as of December 31, 2010 (this “Amendment”), to the Agreement and Plan of Merger, dated as of September 3, 2010 (the “Merger Agreement”), by and among DMI BioSciences, Inc., a Colorado corporation (the “Company”), Ampio Pharmaceuticals, Inc., a Delaware corporation (“Parent”), Ampio Acquisition, Inc., a Colorado corporation and wholly-owned subsidiary of Parent (the “Merger Subsidiary”); and the Company’s Control Shareholders.

AMENDMENT
Amendment to Agreement and Plan of Merger • June 26th, 2007 • Digital Music Group, Inc. • Patent owners & lessors • California

THIS AMENDMENT (this “Amendment”) is made and entered into as of June 21, 2007 by and between Digital Music Group, Inc., a Delaware corporation (“Purchaser”), and Tuhin Roy, as representative (the “Member Representative”) of the former members of Digital Rights Agency LLC, a California limited liability company (“DRA”), to amend the terms of the Agreement and Plan of Merger (the “Prior Agreement”) dated as of September 8, 2006, by and among Purchaser, Longtail Acquisition Corp., a California corporation, DRA, and Tuhin Roy and Rapfogel Partners Ltd., a Texas limited partnership. Certain capitalized terms not defined herein shall have the meaning ascribed to them in the Prior Agreement.

AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Amendment to Agreement and Plan of Merger • June 3rd, 2022 • Frontier Group Holdings, Inc. • Air transportation, scheduled

This Amendment (this “Amendment”) is made and entered into as of June 2, 2022, by and among Frontier Group Holdings, Inc., a Delaware corporation (“Parent”), Top Gun Acquisition Corp., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”), and Spirit Airlines, Inc., a Delaware corporation (the “Company”). Capitalized terms used in this Amendment but not defined in this Amendment shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Amendment to Agreement and Plan of Merger • June 3rd, 2022 • Spirit Airlines, Inc. • Air transportation, scheduled

This Amendment (this “Amendment”) is made and entered into as of June 2, 2022, by and among Frontier Group Holdings, Inc., a Delaware corporation (“Parent”), Top Gun Acquisition Corp., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”), and Spirit Airlines, Inc., a Delaware corporation (the “Company”). Capitalized terms used in this Amendment but not defined in this Amendment shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Amendment to Agreement and Plan of Merger • September 30th, 2008 • Eastern Insurance Holdings, Inc. • Fire, marine & casualty insurance

Eastern Insurance Holdings, Inc., a Pennsylvania corporation (“Eastern”), Eastern Acquisition Corp., an Indiana corporation (“EA Corp”), and Employers Security Holding Company, an Indiana corporation (“Employers”), enter into and agree as provided in this Amendment to Agreement and Plan of Merger (the “Amendment”):

AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Amendment to Agreement and Plan of Merger • January 5th, 2021 • Exact Sciences Corp • Services-commercial physical & biological research

This AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of December 23, 2020, by and among: (i) Exact Sciences Corporation, a Delaware corporation (“Parent”); (ii) Eagle Merger Sub I, Inc., a Delaware corporation and a wholly-owned, direct subsidiary of Parent (“First Merger Sub”); (iii) Eagle Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned, direct subsidiary of Parent (“Second Merger Sub” and with First Merger Sub, each a “Merger Sub” and together, the “Merger Subs”); (iv) Thrive Earlier Detection Corp., a Delaware corporation (the “Company”); and (v) Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Representative. Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Merger Agreement (as defined below).

AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND CONSENT
Amendment to Agreement and Plan of Merger • May 9th, 2013 • Millennial Media Inc. • Services-advertising agencies

THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND CONSENT (this “Agreement”) is made and entered into as of March 31, 2013, between Millennial Media, Inc., a Delaware corporation (“Parent”) and Metaresolver, Inc., a Delaware corporation (the “Company”). Capitalized terms not herein defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).

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