1 EXHIBIT 2.1 CONTRIBUTION AND MERGER AGREEMENTContribution and Merger Agreement • July 19th, 1999 • Suiza Foods Corp • Ice cream & frozen desserts • Delaware
ROPES & GRAY LLP ONE INTERNATIONAL PLACE BOSTON, MA 02110-2624 617-951-7000 F 617-951-7050 BOSTON NEW YORK SAN FRANCISCO WASHINGTON, DCContribution and Merger Agreement • October 31st, 2003 • Distributed Energy Systems Corp • Electric services
EX-2.1 2 dex21.htm CONTRIBUTION AND MERGER AGREEMENT Execution Copy CONTRIBUTION AND MERGER AGREEMENT DATED AS OF MARCH 22, 2010 BY AND AMONG AMERICAN RENAL HOLDINGS INC., THE ROLLOVER STOCKHOLDERS, WACHOVIA CAPITAL PARTNERS GP I, LLC, AS THE SELLERS’...Contribution and Merger Agreement • May 5th, 2020 • Delaware
THIS CONTRIBUTION AND MERGER AGREEMENT (“Agreement”) is made as of March 22, 2010 by and among American Renal Holdings Inc., a Delaware corporation (“Company”); C.P. Atlas Holdings, Inc., a Delaware corporation (“Buyer”); C.P. Atlas Intermediate Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of Buyer (“Intermediate Holdings”); C.P. Atlas Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Intermediate Holdings (“Merger Sub”); the stockholders of Company who are listed on Schedule A attached hereto (the “Rollover Stockholders”); and Wachovia Capital Partners GP I, LLC, a Delaware limited liability company, as Sellers’ Representative.
AMENDMENT NO. 1 TO CONTRIBUTION AND MERGER AGREEMENTContribution and Merger Agreement • May 14th, 2018 • TPG Pace Energy Holdings Corp. • Blank checks • Delaware
This Amendment No. 1 (this “Amendment”) is made as of May 10, 2018 by and among (i) EnerVest Energy Institutional Fund XIV-A, L.P., a Delaware limited partnership (“EV XIV-A”), EnerVest Energy Institutional Fund XIV-WIC, L.P., a Delaware limited partnership (“EV XIV-WIC”), EnerVest Energy Institutional Fund XIV-2A, L.P., a Delaware limited partnership (“EV XIV-2A”), and EnerVest Energy Institutional Fund XIV-3A, L.P., a Delaware limited partnership (“EV XIV-3A”), and EnerVest Energy Institutional Fund XIV-C, L.P., a Delaware limited partnership (“EV XIV-C” and, together with EV XIV-3A, EV XIV-A, EV XIV-WIC and EV XIV-2A, the “Contributors”, and each a “Contributor”), on the one part, and (ii) TPG Pace Energy Holdings Corp., a Delaware corporation (“Parent”), and TPG Pace Energy Parent LLC, a Delaware limited liability company (“Company”), on the other part, and amends that certain Contribution and Merger Agreement (the “Original Agreement”), dated as of March 20, 2018, by and among the
CONTRIBUTION AND MERGER AGREEMENT Among CATALYTICA ENERGY SYSTEMS, INC., RENEGY HOLDINGS, INC., SNOWFLAKE ACQUISITION CORPORATION, RENEGY, LLC, RENEGY TRUCKING, LLC, SNOWFLAKE WHITE MOUNTAIN POWER, LLC, ROBERT M. WORSLEY, CHRISTI M. WORSLEY And ROBERT...Contribution and Merger Agreement • May 8th, 2007 • Catalytica Energy Systems Inc • Engines & turbines • Delaware
This CONTRIBUTION AND MERGER AGREEMENT (this “Agreement”) is made and entered into as of May 8, 2007, by and among (i) Catalytica Energy Systems, Inc., a Delaware corporation (“Catalytica”), (ii) Renegy Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Catalytica (“Holdings”), (iii) Snowflake Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Holdings (“Merger Sub”), (iv) Renegy, LLC, an Arizona limited liability company (“Renegy”), (v) Renegy Trucking, LLC, an Arizona limited liability company (“Renegy Trucking”), (vi) Snowflake White Mountain Power, LLC, an Arizona limited liability company (“Snowflake” and, together with Renegy and Renegy Trucking, the “Companies”), (vii) Robert M. Worsley (“R. Worsley”), (viii) Christi M. Worsley (“C. Worsley”) and (ix) the Robert M. Worsley and Christi M. Worsley Revocable Trust (the “Worsley Trust” and, together with R. Worsley and C. Worsley, “Worsley”).
AMENDED AND RESTATED CONTRIBUTION AND MERGER AGREEMENT AmongContribution and Merger Agreement • March 6th, 1998 • Tele Communications Inc /Co/ • Telephone communications (no radiotelephone) • Delaware
AMENDMENT NO. 1 TO CONTRIBUTION AND MERGER AGREEMENTContribution and Merger Agreement • August 9th, 2007 • Catalytica Energy Systems Inc • Engines & turbines
This Amendment No. 1 to Contribution and Merger Agreement (this “Amendment”) is made and entered into as of August 9, 2007, by and among (i) Catalytica Energy Systems, Inc., a Delaware corporation (“Catalytica”), (ii) Renegy Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Catalytica (“Holdings”), (iii) Snowflake Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Holdings (“Merger Sub”), (iv) Renegy, LLC, an Arizona limited liability company (“Renegy”), (v) Renegy Trucking, LLC, an Arizona limited liability company (“Renegy Trucking”), (vi) Snowflake White Mountain Power, LLC, an Arizona limited liability company (“Snowflake” and, together with Renegy and Renegy Trucking, the “Companies”), (vii) Robert M. Worsley (“R. Worsley”), (viii) Christi M. Worsley (“C. Worsley”) and (ix) the Robert M. Worsley and Christi M. Worsley Revocable Trust (the “Worsley Trust” and, together with R. Worsley and C. Worsley, “Worsley”). All capitalized terms
AMENDMENT NO. 2 TO CONTRIBUTION AND MERGER AGREEMENTContribution and Merger Agreement • August 14th, 2018 • Magnolia Oil & Gas Corp • Crude petroleum & natural gas • Delaware
This Amendment No. 2 (this “Amendment”) is made as of June 27, 2018 by and among (i) EnerVest Energy Institutional Fund XIV-A, L.P., a Delaware limited partnership (“EV XIV-A”), EnerVest Energy Institutional Fund XIV-WIC, L.P., a Delaware limited partnership (“EV XIV-WIC”), EnerVest Energy Institutional Fund XIV-2A, L.P., a Delaware limited partnership (“EV XIV-2A”), and EnerVest Energy Institutional Fund XIV-3A, L.P., a Delaware limited partnership (“EV XIV-3A”), and EnerVest Energy Institutional Fund XIV-C, L.P., a Delaware limited partnership (“EV XIV-C” and, together with EV XIV-3A, EV XIV-A, EV XIV-WIC and EV XIV-2A, the “Contributors”, and each a “Contributor”), on the one part, and (ii) TPG Pace Energy Holdings Corp., a Delaware corporation (“Parent”), and TPG Pace Energy Parent LLC, a Delaware limited liability company (“Company”), on the other part, and amends that certain Contribution and Merger Agreement (as amended by that certain Amendment No. 1 thereto, dated as of May 9,
AMENDMENT NO. 2 TO CONTRIBUTION AND MERGER AGREEMENTContribution and Merger Agreement • September 21st, 2007 • Renegy Holdings, Inc. • Engines & turbines
This Amendment No. 2 to Contribution and Merger Agreement (this “Amendment”) is made and entered into as of September 20, 2007, by and among (i) Catalytica Energy Systems, Inc., a Delaware corporation (“Catalytica”), (ii) Renegy Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Catalytica (“Holdings”), (iii) Snowflake Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Holdings (“Merger Sub”), (iv) Renegy, LLC, an Arizona limited liability company (“Renegy”), (v) Renegy Trucking, LLC, an Arizona limited liability company (“Renegy Trucking”), (vi) Snowflake White Mountain Power, LLC, an Arizona limited liability company (“Snowflake” and, together with Renegy and Renegy Trucking, the “Companies”), (vii) Robert M. Worsley (“R. Worsley”), (viii) Christi M. Worsley (“C. Worsley”) and (ix) the Robert M. Worsley and Christi M. Worsley Revocable Trust (the “Worsley Trust” and, together with R. Worsley and C. Worsley, “Worsley”). All capitalized te
