RECITALS:Business Combination Agreement • June 15th, 2005 • International Coal Group, Inc. • Bituminous coal & lignite surface mining
BUSINESS COMBINATION AGREEMENT by and among FINNOVATE ACQUISITION CORP., as Purchaser, SCAGE FUTURE, as Pubco, HERO 1, as First Merger Sub, HERO 2, as Second Merger Sub, and SCAGE INTERNATIONAL LIMITED, as the Company Dated as of August 21, 2023Business Combination Agreement • August 25th, 2023 • Finnovate Acquisition Corp. • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of August 21, 2023 by and among: (i) Finnovate Acquisition Corp, an exempted company incorporated with limited liability in the Cayman Islands (the “Purchaser”), (ii) Scage Future, an exempted company incorporated with limited liability in the Cayman Islands, (“Pubco”), (iv) Hero 1, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“First Merger Sub”); (iii) Hero 2, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“Second Merger Sub”), and (iv) Scage International Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”). Purchaser, Pubco First Merger Sub, Second Merger Sub, and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
SECOND AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT by and between DIGITAL TRANSFORMATION OPPORTUNITIES CORP. and AMERICAN ONCOLOGY NETWORK, LLC Dated as of April 27, 2023Business Combination Agreement • July 13th, 2023 • Digital Transformation Opportunities Corp. • Services-health services • Delaware
THIS SECOND AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT (this “Agreement”) is made and entered into as of April 27, 2023, by and between Digital Transformation Opportunities Corp., a Delaware corporation (“Acquiror”), and American Oncology Network, LLC, a Delaware limited liability company (the “Company”). Acquiror and the Company are collectively referred to herein as the “Parties” and individually as a “Party.”
BUSINESS COMBINATION AGREEMENT BY AND BETWEEN BIOLOG-ID S.A. AND GENESIS GROWTH TECH ACQUISITION CORP. DATED AS OF AUGUST 26, 2022Business Combination Agreement • August 26th, 2022 • Genesis Growth Tech Acquisition Corp. • Blank checks • New York
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of August 26, 2022, is made by and between Biolog-ID, a French société anonyme registered with the French Registry of commerce and companies under number 481 216 430 R.C.S. Nanterre (the “Company”) and Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (“SPAC”). The Company and SPAC shall be referred to herein from time to time individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • June 20th, 2021
This BUSINESS COMBINATION AGREEMENT (hereinafter referred to as this “Agreement”), dated March 9, 2020, is by and between Aon plc, a company incorporated under the laws of England and Wales, with registered company number 07876075 (“Aon UK”) and Willis Towers Watson Public Limited Company, an Irish public limited company (“WTW”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 10.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Aon UK and WTW are referred to collectively herein as the “Parties”, and Aon UK, on the one hand, and WTW, on the other hand, are each sometimes referred to herein as a “Party”.
THIRD AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT BY AND AMONG DIGITAL HEALTH ACQUISITION CORP., DHAC MERGER SUB I, INC., DHAC MERGER SUB II, INC., VSEE LAB, INC., AND IDOC VIRTUAL TELEHEALTH SOLUTIONS, INC. DATED AS OF NOVEMBER 21, 2023Business Combination Agreement • November 22nd, 2023 • Digital Health Acquisition Corp. • Services-health services • Delaware
This THIRD AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of November 21, 2023, is made by and among Digital Health Acquisition Corp., a Delaware corporation (“Parent”), DHAC Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”), DHAC Merger Sub II, Inc., a Texas corporation (“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”), VSee Lab, Inc., a Delaware corporation (“VSee”), and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc,” and together with VSee, the “Company Parties”). Parent, Merger Subs and the Company Parties shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT BY AND AMONG HL ACQUISITIONS CORP., FUSION WELCOME – FUEL, S.A.,Business Combination Agreement • December 22nd, 2020 • Numberbubble, S.A. • Gas & other services combined • New York
THIS AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT is made and entered into as of August 25, 2020, by and among HL Acquisitions Corp., a British Virgin Islands business company (“HL”), Fusion Welcome – Fuel, S.A., a public limited company domiciled in Portugal, sociedade anónima (the “Company”), Fusion Fuel Green Limited, formerly known as Dolya Holdco 3 Limited, a private limited company domiciled in Ireland (“Parent”), Fusion Fuel Atlantic Limited, a British Virgin Islands business company and wholly owned subsidiary of Parent (“Merger Sub”), and the shareholders of the Company set forth on the signature pages hereto (“Company Shareholders”). The term “Agreement” as used herein refers to this Amended and Restated Business Combination Agreement, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and the HL Schedule, as defined in the preambles to Articles III and V hereof, respectively). Each of Parent, HL, Merger Sub, the Comp
BUSINESS COMBINATION AGREEMENT BY AND AMONG ACHARI VENTURES HOLDINGS CORP. I, ACHARI MERGER SUB, INC. AND VASO CORPORATION DATED AS OF DECEMBER 6, 2023Business Combination Agreement • December 8th, 2023 • VASO Corp • Electromedical & electrotherapeutic apparatus • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of December 6, 2023 (the “Execution Date”) by and among (a) Achari Ventures Holdings Corp. I, a Delaware corporation (the “SPAC”), (b) Achari Merger Sub, Inc., a Delaware corporation and a wholly‑owned subsidiary of the SPAC (“Merger Sub”, and together with the SPAC, the “SPAC Parties”), and (c) Vaso Corporation, a Delaware corporation (the “Company”). The SPAC, Merger Sub and the Company shall each also be referred to herein from time to time as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the respective meanings as set forth in Section 1.1.
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • June 21st, 2023 • Prime Number Holding LTD • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Business Combination Agreement, dated as of December 29, 2022 (this “Agreement”), is made and entered into by and among Prime Number Acquisition I Corp., a Delaware corporation (“Acquiror”), PubCo (as defined below and upon the delivery of its signature page pursuant to Section 13.19), Prime Number Merger Sub Inc., a Delaware corporation formed to become a wholly-owned subsidiary of PubCo (the “Merger Sub”), New SubCo (as defined below and upon the delivery of its signature page pursuant to Section 13.18), NOCO-NOCO PTE. LTD., a Singapore private company limited by shares, with its Unique Entity Number being 201924194K (the “Company”), and the shareholders of the Company named on Annex I hereto as of the date hereof (each of which is a Company Insider (as defined below), such shareholders, the “Signing Sellers”) and the shareholders of the Company that join this Agreement pursuant to Section 10.10 after the date hereof (such shareholders, the “Joining Sellers”, together with the S
BUSINESS COMBINATION AGREEMENT by and among PURE ACQUISITION CORP., HIGHPEAK ENERGY, INC., PURE ACQUISITION MERGER SUB, INC., HIGHPEAK ENERGY, LP, HIGHPEAK ENERGY II, LP, HIGHPEAK ENERGY III, LP, HPK ENERGY, LLC, and, solely for limited purposes...Business Combination Agreement • May 4th, 2020 • HighPeak Energy, Inc. • Drilling oil & gas wells • Delaware
This Business Combination Agreement (this “Agreement”) is entered into as of May 4, 2020, by and among (i) Pure Acquisition Corp., a Delaware corporation (“Parent”), (ii) HighPeak Energy, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the “Company”), (iii) Pure Acquisition Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub” and together with Parent and the Company, the “Parent Parties”), (iv) HighPeak Energy, LP, a Delaware limited partnership (“HighPeak I”), (v) HighPeak Energy II, LP, a Delaware limited partnership (“HighPeak II”), (vi) HighPeak Energy III, LP, a Delaware limited partnership (“HighPeak III”), (vii) HPK Energy, LLC, a Delaware limited liability company (“HPK Energy GP”, and together with HighPeak I, HighPeak II and HighPeak III, collectively, “Contributor”, unless the context clearly requires a reference to one of such Persons, then each such Person is separately referred to as a “Contributor”), and (v
AMENDMENT NO. 6 TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • January 9th, 2024 • Quantum FinTech Acquisition Corp • Blank checks • Delaware
This AMENDMENT NO. 6 (this “Amendment”), dated as of January 8, 2024, to the Business Combination Agreement, dated as of November 16, 2022 (as amended, the “Business Combination Agreement”), is by and between Quantum FinTech Acquisition Corporation, a company incorporated in Delaware (together with its successors, the “Purchaser”) and AtlasClear, Inc., a Wyoming corporation (the “Company”). Purchaser and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.” Capitalized terms not otherwise defined in this Amendment have the meanings given such terms in the Business Combination Agreement.
CONFIDENTIAL EXECUTION VERSION business combinatIon agreement between THERMO FISHER SCIENTIFIC INC. and QIAGEN N.V. Dated 3 March 2020Business Combination Agreement • March 9th, 2020 • Thermo Fisher Scientific Inc. • Measuring & controlling devices, nec
conditions and the mutual understanding of the Company and the Buyer with respect to the Transactions, including the Offer, are set out in this Business Combination Agreement (this "Agreement").
Amendment No. 1 to BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • February 17th, 2023 • Digerati Technologies, Inc. • Services-computer processing & data preparation
This Amendment No. 1 to Business Combination Agreement (this “Amendment”) is entered into as of February 14, 2023 (the “Amendment Effective Date”), by and among Minority Equality Opportunities Acquisition Inc., a Delaware corporation (“MEOA”), MEOA Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of MEOA (“Merger Sub”), and Digerati Technologies, Inc., a Nevada corporation (the “Company”).
BUSINESS COMBINATION AGREEMENT by and among ATHENA TECHNOLOGY ACQUISITION CORP. II, ATHENA TECHNOLOGY SPONSOR II, LLC, air water ventures lTD, Project Hydro Merger sub inc., THE AIR WATER COMPANY, and THE COMPANY shareholderS Dated as of April 19, 2023Business Combination Agreement • April 20th, 2023 • Air Water Co • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of April 19, 2023, by and among Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), Athena Technology Sponsor II, LLC, a Delaware limited liability company, solely for purposes of Section 9.24 (“Sponsor”), The Air Water Company, a Cayman Islands exempted company (“Holdings”), Project Hydro Merger Sub Inc., a Delaware corporation (“Merger Sub”), Air Water Ventures Ltd, a private company formed under the Laws of England and Wales (the “Company”), and those shareholders of the Company set forth on the signature pages hereto as a “Company Shareholder” to this Agreement (collectively, the “Company Shareholders”). SPAC, Holdings, Merger Sub, the Company and the Company Shareholders are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
BUSINESS COMBINATION AGREEMENT by and among ADARA ACQUISITION CORP., ADARA MERGER SUB, INC., and ALLIANCE ENTERTAINMENT HOLDING CORPORATION Dated as of June 22, 2022Business Combination Agreement • March 13th, 2023 • Walker Jeffrey Clinton • Wholesale-durable goods, nec • Delaware
BUSINESS COMBINATION AGREEMENT, dated as of June 22, 2022 (this “Agreement”), by and among Adara Acquisition Corp., a Delaware corporation (“Adara”), Adara Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Alliance Entertainment Holding Corporation, a Delaware corporation (the “Company”).
Dated January 17, 2023 Business Combination AgreementBusiness Combination Agreement • January 18th, 2023 • APRINOIA Therapeutics Holdings LTD • Blank checks • Delaware
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • June 5th, 2023 • Surf Air Mobility Inc. • Air transportation, nonscheduled
AMENDMENT NO.1 TO BUSINESS COMBINATION AGREEMENT, dated as of September 1, 2022 (this “Amendment”), by and among Tuscan Holdings Corp. II, a Delaware corporation (“SPAC”), Surf Air Global Limited, a BVI business company formed under the laws of the British Virgin Islands (the “Company”), Surf Air Mobility Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Parentco”), THCA Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parentco (“Merger Sub I”), and SAGL Merger Sub Limited, a BVI business company formed under the laws of the British Virgin Islands and wholly-owned subsidiary of Parentco (“Merger Sub II” and together with the Company, Parentco and Merger Sub I, the “Surf Entities”).
September 24, 2024 Innventure LLCBusiness Combination Agreement • September 26th, 2024 • Learn SPAC HoldCo, Inc. • Blank checks
FOURTH AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • June 2nd, 2021 • GigCapital2, Inc. • Blank checks • Delaware
This Fourth Amendment to Business Combination Agreement (the “Amendment”) is effective as of May 30, 2021, by and among UpHealth Holdings, Inc., a Delaware corporation (“Holdings”), GigCapital2, Inc., a Delaware corporation (“GigCapital2”) and UpHealth Merger Sub, Inc., a Delaware corporation (“Merger Sub,” and together with Holdings and GigCapital2, the “Parties,” and individually, a “Party”). Certain capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning ascribed to such terms in the BCA (as defined below).
AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT by and among Futbol Club Barcelona, Barça Produccions S.L., and Mountain & Co. I Acquisition Corp. Dated as of October 26, 2023Business Combination Agreement • October 26th, 2023 • Mountain & Co. I Acquisition Corp. • Blank checks • Delaware
This AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of October 26, 2023, is made by and among Futbol Club Barcelona, a sport association (asociación deportiva) (“FCB”), Barça Produccions S.L., a Spanish limited liability corporation wholly owned by FCB (“BP”), and Mountain & Co. I Acquisition Corp., a Cayman Islands exempted company (“Mountain”). FCB, BP and Mountain shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
BUSINESS COMBINATION AGREEMENT by and amongBusiness Combination Agreement • February 27th, 2023 • Mercato Partners Acquisition Corp • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT is made and entered into as of February 26, 2023 (this “Agreement”), by and among Nuvini Holdings Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), Nvni Group Limited, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), Nuvini Merger Sub, Inc., a Delaware corporation (“Merger Sub” and, together with the Company and New PubCo, the “Company Parties”), and Mercato Partners Acquisition Corporation, a Delaware corporation (“SPAC”). Each Company Party and SPAC will individually be referred to herein as a “Party” and, collectively, as the “Parties”. Capitalized terms used herein without definition have the meanings set forth in Article I.
BUSINESS COMBINATION AGREEMENT by and amongBusiness Combination Agreement • September 1st, 2022 • Apexigen, Inc. • Pharmaceutical preparations • Delaware
Brookline Capital Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:
BUSINESS COMBINATION AGREEMENT by and among NABORS ENERGY TRANSITION CORP., VAST SOLAR PTY LTD, NEPTUNE MERGER SUB, INC., NABORS ENERGY TRANSITION SPONSOR LLC (SOLELY WITH RESPECT TO SECTIONS 5.20, 7.10(a) and 7.16) and NABORS INDUSTRIES LTD. (SOLELY...Business Combination Agreement • February 14th, 2023 • Nabors Energy Transition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT, dated as of February 14, 2023 (as may be further amended, restated or amended and restated from time to time, this “Agreement”), is made by and among Nabors Energy Transition Corp., a Delaware corporation (“SPAC”), Vast Solar Pty Ltd, an Australian proprietary company limited by shares (the “Company”), NEPTUNE MERGER SUB, INC., a Delaware corporation and wholly owned direct subsidiary of the Company (“Merger Sub”), Nabors Energy Transition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) (solely with respect to Sections 5.20, 7.10(a) and 7.16), and Nabors Industries Ltd. (“Nabors”) (solely with respect to Sections 7.8(d) and 7.18).
Business Combination Agreement AMONG High End Ventures, Inc. AND The Electrolinks Corporation AND Power Grid Networks Ltd. DATED September 18, 2007Business Combination Agreement • January 25th, 2008 • High End Ventures, Inc. • Communications equipment, nec • Colorado
THIS BUSINESS COMBINATION AGREEMENT (“Agreement”) is entered into as of September 18, 2007, by and among High End Ventures, Inc. (“Company”), a corporation incorporated pursuant to the laws of the State of Colorado, Power Grid Networks Ltd. (“Amalgamated Company”), a corporation incorporated pursuant to the laws of the Province of Ontario and The Electrolinks Corporation (“Electrolinks”), a corporation incorporated pursuant to the Province of Ontario.
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • July 16th, 2020 • Thermo Fisher Scientific Inc. • Measuring & controlling devices, nec
This AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), dated as of July 16, 2020, is by and between Thermo Fisher Scientific Inc., a Delaware corporation (“Buyer”), and QIAGEN N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands with its corporate seat in Venlo, The Netherlands, Trade Register number 12036979 (the “Company”).
BUSINESS COMBINATION AGREEMENT BY AND AMONG CACTUS ACQUISITION CORP. 1 LIMITED, VIVOPOWER INTERNATIONAL PLC, TEMBO GROUP B.V., TEMBO EUV INVESTMENT CORPORATION LIMITED, AND TEMBO E-LV B.V. DATED AS OF AUGUST 29, 2024Business Combination Agreement • September 5th, 2024 • VivoPower International PLC • Electric & other services combined • New York
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of August 29, 2024, is made by and among Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (“CCTS”), VivoPower International plc, a public limited company organized under the laws of England and Wales (“Parent”), Tembo Group B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (“Holdco”), Tembo EUV Investment Corporation Limited, a Cayman Islands exempted company (“Merger Sub”) and Tembo e-LV B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (the “Company”). CCTS, Parent, the Company, Holdco and Merger Sub shall be referred to herein from time to time individually as a “Party,” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1 o
BUSINESS COMBINATION AGREEMENT by and among HEALTHWELL ACQUISITION CORP. I, as Purchaser, HEALTHWELL ACQUISITION CORP. I SPONSOR LLC, in the capacity as the Purchaser Representative, HWEL HOLDINGS CORP., as Pubco, HWEL MERGER SUB CORP., as Purchaser...Business Combination Agreement • May 3rd, 2023 • Healthwell Acquisition Corp. I • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of April 27, 2023 by and among (i) Healthwell Acquisition Corp. I, a Delaware corporation (together with its successors, “Purchaser”), (ii) Healthwell Acquisition Corp. I Sponsor LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of Pubco (as defined below) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iii) HWEL Holdings Corp., a Delaware corporation, and a wholly owned subsidiary of Purchaser (“Pubco”), (iv) HWEL Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), (v) 1412384 B.C. Unlimited Liability Company, a British Columbia unlimited liability company and a direct, wholly-owned subsidiary of Pubco (“CallCo”), (vi) 1412388 B.C. Ltd, a British Columbia corporation and a direct, wholly-owned subsi
BUSINESS COMBINATION AGREEMENT by and among PRIME IMPACT ACQUISITION I, CHECHE MERGER SUB INC., CHECHE GROUP INC., and CHECHE TECHNOLOGY INC. Dated as of January 29, 2023Business Combination Agreement • January 30th, 2023 • Prime Impact Acquisition I • Blank checks
This Business Combination Agreement, dated as of January 29, 2023 (this “Agreement”), is entered into by and among Prime Impact Acquisition I, a Cayman Islands exempted company (together with its successor, “SPAC”), Cheche Group Inc., a Cayman Islands exempted company (“Holdings”), Cheche Merger Sub Inc., a Cayman Islands exempted company and wholly owned direct Subsidiary of Holdings (“Merger Sub”), and Cheche Technology Inc., a Cayman Islands exempted company (the “Company”). SPAC, Holdings, Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party”.
BUSINESS COMBINATION AGREEMENT between NEW GOLD INC. - and - PEAK GOLD LTD. - and - METALLICA RESOURCES INC. Dated as of May 9, 2008Business Combination Agreement • June 10th, 2008 • New Gold Inc. /FI • Metal mining • Ontario
EX-2.1 2 d524829dex21.htm EX-2.1 AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT AND PARTIAL ASSIGNMENT AND ASSUMPTION OF BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 5th, 2020
This AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT AND PARTIAL ASSIGNMENT AND ASSUMPTION OF BUSINESS COMBINATION AGREEMENT (this “Amendment and Partial Assignment”), dated as of January 24, 2018, is by and among McDermott International, Inc., a corporation incorporated under the laws of the Republic of Panama (“Moon”), McDermott Technology, B.V., a company incorporated under the laws of the Netherlands and a direct wholly owned subsidiary of Moon (“Moon Bidco”), McDermott Technology (Americas), LLC, a Delaware limited liability company and a wholly owned subsidiary of Moon (“U.S. Acquiror 1”), McDermott Technology (US), LLC, a Delaware limited liability company and a wholly owned subsidiary of Moon (“U.S. Acquiror 2”, and, together with Moon, Moon Bidco and U.S. Acquiror 1 the “Original Moon Parties”), McDermott Technology (2), B.V., a company incorporated under the laws of the Netherlands and a wholly owned subsidiary of Moon (“Moon Bidco 2”), McDermott Technology (3), B.V., a com
BUSINESS COMBINATION AGREEMENT by and among ALTITUDE ACQUISITION CORP., as Parent, ALTITUDE MERGER SUB I, INC., as Merger Sub, VESICOR THERAPEUTICS, INC., as the Company, Dated as of February 29, 2024Business Combination Agreement • March 1st, 2024 • Altitude Acquisition Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”) is made and entered into as of February 29, 2024, by and among Altitude Acquisition Corp., a Delaware corporation (prior to the Effective Time, “Parent” and at and after the Effective Time, “PubCo”), Altitude Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”) and Vesicor Therapeutics, Inc., a California corporation (the “Company”).
FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 10th, 2015 • WestRock Co • Paperboard containers & boxes
THIS FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT (the “Agreement”), dated as of May 5, 2015 (this “Amendment”), by and among Rome-Milan Holdings, Inc., a Delaware corporation (“TopCo”), MeadWestvaco Corporation, a Delaware corporation (“MWV”), Rock-Tenn Company, a Georgia corporation (“RockTenn”), Rome Merger Sub, Inc., a Georgia corporation (“RockTenn Merger Sub”), and Milan Merger Sub, LLC, a Delaware limited liability company (“MWV Merger Sub”).
second AMENDED AND RESTATED Business Combination AGREEMENT by and among BANYAN ACQUISITION CORPORATION, PANTHER MERGER SUB inc. AND PINSTRIPES, INC. Dated as of november 22, 2023Business Combination Agreement • November 22nd, 2023 • Banyan Acquisition Corp • Retail-eating & drinking places • Delaware
This Second Amended and Restated Business Combination Agreement (this “Agreement”) is made and entered into as of November 22, 2023 (the “Amendment Date”) by and among (a) Banyan Acquisition Corporation, a Delaware corporation (the “SPAC”), (b) Panther Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the SPAC (“Merger Sub”, together with the SPAC, the “SPAC Parties”), and (c) Pinstripes, Inc., a Delaware corporation (the “Company”). The SPAC, Merger Sub and the Company shall each also be referred to herein from time to time as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have their respective meanings as set forth in Section 1.1.
BUSINESS COMBINATION AGREEMENT BY AND AMONG NEWAMSTERDAM PHARMA COMPANY B.V., FRAZIER LIFESCIENCES ACQUISITION CORPORATION, NEWAMSTERDAM PHARMA INVESTMENT CORPORATION, AND NEWAMSTERDAM PHARMA HOLDING B.V. DATED AS OF JULY 25, 2022Business Combination Agreement • November 23rd, 2022 • NewAmsterdam Pharma Co N.V. • Pharmaceutical preparations • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of July 25, 2022, is made by and among NewAmsterdam Pharma Company B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (“Holdco”), Frazier Lifesciences Acquisition Corporation, a Cayman Islands exempted company (“FLAC”), NewAmsterdam Pharma Investment Corporation, a Cayman Islands exempted company (“Merger Sub”), and NewAmsterdam Pharma Holding B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (the “Company”). FLAC, Holdco, Merger Sub and the Company shall be referred to herein from time to time individually as a “Party,” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1 or elsewhere in this Agreement.
BUSINESS COMBINATION AGREEMENT by and among MEDMEN ENTERPRISES INC., NEW MEDMEN INC., MEDMEN MERGER CORP., PHARMACANN LLC, ILLINOIS MEDTECH, LLC, THE PHARMACANN LLC MAJORITY MEMBERS and THE OTHER TRANSFERORS NAMED HEREIN dated as of December 23, 2018Business Combination Agreement • December 7th, 2020 • MedMen Enterprises, Inc. • Retail-retail stores, nec • Delaware
