EX-2.1 2 d588970dex21.htm EX-2.1 EXECUTION VERSION MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT BY AND BETWEEN CRAWFORD & COMPANY CRAWFORD & COMPANY (CANADA) INC. EPIQ CLASS ACTION & CLAIMS SOLUTIONS, INC. AND EPIQ SYSTEMS CANADA ULC Dated as of...Membership Interest and Asset Purchase Agreement • May 5th, 2020 • New York
This MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT, dated June 15, 2018 (this “Agreement”), is made and entered into by and between Crawford & Company, a Georgia corporation (“Equity Seller”), Crawford & Company (Canada) Inc., a Canada corporation (“Asset Seller”; each of Equity Seller and Asset Seller, a “Seller” and collectively “Sellers”), Epiq Class Action & Claims Solutions, Inc., a Rhode Island corporation (“Equity Buyer”), and Epiq Systems Canada ULC, a British Columbia unlimited liability company (“Asset Buyer” each of Equity Buyer and Asset Buyer, a “Buyer” and collectively “Buyers”). Buyers (collectively) and Sellers (collectively) are each referred to individually as a “Party” and collectively as the “Parties”.
MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT by and among SMITH MICRO SOFTWARE, INC. AVAST PLC AVG TECHNOLOGIES USA, LLC and LOCATION LABS, LLC dated as of March 8, 2021Membership Interest and Asset Purchase Agreement • March 9th, 2021 • Smith Micro Software, Inc. • Services-prepackaged software • Delaware
THIS MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT, dated as of March 8, 2021 (this “Agreement”), is entered into by and among Smith Micro Software, Inc., a Delaware corporation (“Purchaser”), Avast plc, a public company limited by shares organized under the Laws of England and Wales (“Parent”), AVG Technologies USA, LLC, a Delaware limited liability company (“Direct Seller”, Parent and Direct Seller being hereinafter referred to, collectively, as “Sellers” and, individually, as a “Seller”) and Location Labs, LLC, a Delaware limited liability company (the “Company”). Capitalized terms used in this Agreement but not otherwise defined will have the meanings set forth in Annex A to this Agreement.
MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT by and among NYDIG ABL LLC, GREENIDGE GENERATION HOLDINGS INC., GREENIDGE GENERATION LLC, GSC COLLATERAL LLC, GNY COLLATERAL LLC and GREENIDGE SOUTH CAROLINA LLC Dated as of January 30, 2023Membership Interest and Asset Purchase Agreement • January 31st, 2023 • Greenidge Generation Holdings Inc. • Finance services • New York
ContractMembership Interest and Asset Purchase Agreement • April 6th, 2016 • CONSOL Energy Inc • Bituminous coal & lignite surface mining
On March 31, 2016, in accordance with the terms of the previously announced Membership Interest and Asset Purchase Agreement (the “Purchase Agreement”), dated February 26, 2016, among CONSOL Energy Inc., a Delaware corporation along with certain of its subsidiaries (CONSOL Mining Holding Company LLC, CONSOL Buchanan Mining Company LLC (“BMC”), CONSOL Amonate Mining Company LLC, CONSOL Mining Company LLC, CNX Land LLC, CNX Marine Terminals Inc., CNX RCPC LLC, Consol Pennsylvania Coal Company LLC and CONSOL Amonate Facility LLC), collectively “CONSOL”, and Coronado IV LLC, a Delaware company (the “Purchaser”), Coronado purchased (i) the membership interests in BMC, which owns and operates the Buchanan Mine located in Mavisdale, Virginia, (ii) various assets relating to the Amonate Mining Complex located in Amonate, Virginia (the “Amonate Assets”), (iii) CONSOL’s Russell County, Virginia coal reserves and (iv) CONSOL’s Pangburn Shaner Fallowfield coal reserves located in Southwestern, Pen
MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENTMembership Interest and Asset Purchase Agreement • March 5th, 2021 • CRAWFORD UNITED Corp • Industrial instruments for measurement, display, and control • Ohio
THIS MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT (this “Agreement”), is entered into this 2nd day of March, 2021, and effective as of the 1st day of March, 2021, by and among (i) MTA Acquisition Company, LLC, a Delaware limited liability company (“Buyer”); (ii) Kevin Curtis, an individual, and Stacy Curtis, an individual (collectively, the “Interest Sellers” and each, an “Interest Seller”); (iii) Machining Technology L.L.C., a Colorado limited liability company (the “Asset Seller,” and together with the Interest Sellers, the “Sellers” and each a “Seller”); and Kevin Curtis, in his capacity as the representative of the Sellers hereunder (“Sellers’ Representative”).
MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT BY AND AMONG ALLIANCE DATA NETWORK SERVICES LLC, ADS ALLIANCE DATA SYSTEMS, INC., ALLIANCE DATA SYSTEMS CORPORATION HEARTLAND ACQUISITION, LLC AND HEARTLAND PAYMENT SYSTEMS, INC. DATED AS OF MAY 2, 2008Membership Interest and Asset Purchase Agreement • May 8th, 2008 • Heartland Payment Systems Inc • Services-business services, nec • Delaware
THIS MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of May 2, 2008 is made by and among Alliance Data Network Services LLC, a Delaware limited liability company (the “Company”), ADS Alliance Data Systems, Inc., a Delaware corporation (“Seller”), Alliance Data Systems Corporation, a Delaware corporation (“ADSC”), Heartland Acquisition, LLC, a Delaware limited liability company (“Buyer”), and Heartland Payment Systems, Inc., a Delaware corporation (“HPS”). The Company, Seller, ADSC, Buyer, and HPS are referred to herein from time to time collectively as the “Parties” and individually as a “Party.”
MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT by and among EDUCATION SERVICES UPPER HOLDINGS CORP. ACADEMIC PARTNERSHIPS, LLC, and JOHN WILEY & SONS, INC. ___________________________ Dated as of November 13, 2023 ___________________________Membership Interest and Asset Purchase Agreement • November 14th, 2023 • John Wiley & Sons, Inc. • Books: publishing or publishing & printing • Delaware
MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT Among VARSITY GROUP INC., CAMPUS OUTFITTERS, LLC, CAMPUS TEXTBOOKS, LLC and THE SELLERS listed on the signature page hereof Dated as of May 26, 2005Membership Interest and Asset Purchase Agreement • June 1st, 2005 • Varsity Group Inc • Retail-catalog & mail-order houses • New York
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSMembership Interest and Asset Purchase Agreement • August 7th, 2008 • Heartland Payment Systems Inc • Services-business services, nec
MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT by and among J.P. CARROLL & CO., LLC, EAGLE CREEK RANCH, L.L.C., NR NUTRIENT RECOVERY, LLC JOSEPH P. CARROLL, JR., MARTIN A. REDEKER and MONTAUK SWINE AG, LLCMembership Interest and Asset Purchase Agreement • May 11th, 2021 • Montauk Renewables, Inc. • Gas & other services combined • Pennsylvania
THIS MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of May 10, 2021, is by and among J.P. Carroll & Co., LLC, a North Carolina limited liability company (“JP Seller”), Eagle Creek Ranch L.L.C., a Colorado limited liability company (“ECR Seller” and, together with JP Seller, “Interest Sellers”), NR3 Nutrient Recovery, LLC, a North Carolina limited liability company (“Asset Seller” and, together with Interest Sellers, “Sellers” and each individually, a “Seller”), Joseph P. Carroll, Jr. (“Carroll”) and Martin A. Redeker (“Redeker”), and Montauk Swine Ag, LLC, a Delaware limited liability company (“Buyer”).
FIRST AMENDMENT TO MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENTMembership Interest and Asset Purchase Agreement • November 7th, 2017 • Resolute Energy Corp • Crude petroleum & natural gas • Colorado
This First Amendment to Membership Interest and Asset Purchase Agreement (this “Amendment”) is made and entered into effective as of November 6, 2017 (“Effective Time”), by and among RESOLUTE ENERGY CORPORATION, a Delaware corporation (“Resolute”), HICKS ACQUISITION COMPANY I, INC., a Delaware corporation (“HACI” and together with Resolute, the “Company Sellers”), RESOLUTE NATURAL RESOURCES COMPANY, LLC, a Delaware limited liability company (“RNR” and together with the Company Sellers, the “Sellers”), RESOLUTE ANETH, LLC, a Delaware limited liability company (the “Company”), ELK PETROLEUM ANETH, LLC, a Delaware limited liability company (“Buyer”), and ELK PETROLEUM LIMITED, an Australian company limited by shares (“Parent Guarantor”). Buyer, the Company, Sellers and Parent Guarantor are collectively referred to as the “Parties” and individually as a “Party.”
MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT AMONG CONSOL ENERGY, INC. CONSOL MINING HOLDING COMPANY LLC CONSOL BUCHANAN MINING COMPANY LLC CONSOL AMONATE MINING COMPANY LLC CONSOL MINING COMPANY LLC CNX LAND LLC CNX MARINE TERMINALS INC. CNX RCPC...Membership Interest and Asset Purchase Agreement • February 29th, 2016 • CONSOL Energy Inc • Bituminous coal & lignite surface mining • Delaware
This Membership Interest and Asset Purchase Agreement (this “Agreement”), dated as of February 26, 2016, is entered into among CONSOL ENERGY, INC., a Delaware corporation (“Parent”), CONSOL AMONATE MINING COMPANY LLC, a Delaware limited liability company (“CAM”), CONSOL AMONATE FACILITY LLC, a Delaware limited liability company, the RESERVE PROPERTY SELLERS, CONSOL MINING HOLDING COMPANY LLC, a Delaware limited liability company (“CMHC” and together with Parent, CONSOL Amonate Facility LLC, CAM and the Reserve Property Sellers, collectively the “Sellers”), CONSOL BUCHANAN MINING COMPANY LLC, a Delaware limited liability company (“Target”) and CORONADO IV LLC, a Delaware limited liability company (“Buyer”).
MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT by and among ARCOSA MS9, LLC as the Buyer, ARCOSA, INC. as the Buyer Parent and STAVOLA HOLDING CORPORATION and STAVOLA HOLDINGS PENNSYLVANIA, LLC collectively as the Equity Sellers, STAVOLA TRUCKING...Membership Interest and Asset Purchase Agreement • October 31st, 2024 • Arcosa, Inc. • Fabricated structural metal products • Delaware
THIS MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of August 1, 2024, by and among (i) ARCOSA MS9, LLC, a Delaware limited liability company (the “Buyer”), (ii) STAVOLA HOLDING CORPORATION, a New Jersey corporation (“Stavola NJ”), (iii) STAVOLA HOLDINGS PENNSYLVANIA, LLC, a Delaware limited liability company (“Stavola PA” and, together with Stavola NJ, the “Equity Sellers”), (iv) STAVOLA TRUCKING COMPANY, INC., a New Jersey corporation (“STC”), (v) STAVOLA MANAGEMENT COMPANY, INC., a New Jersey corporation (“SMC”), (vi) STAVOLA REALTY COMPANY, a New Jersey general partnership (“SRC” and, together with STC and SMC, the “Asset Sellers” and, together with the Equity Sellers, the “Sellers”), (vii) Stavola NJ, solely in its capacity as representative for the Sellers and the Owners (the “Sellers’ Representative”), (viii) solely for purposes of Section 1.5, Article 4, Section 6.3(b), Section 6.6, Section 6.11, Section 6.15, Section 6.16, Article 7, Section 9.
MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT By and Among ROSELAND PARTNERS, L.L.C., MACK-CALI REALTY ACQUISITION CORP., MACK-CALI REALTY, L.P. and MACK-CALI REALTY CORPORATION Dated as of October 8, 2012Membership Interest and Asset Purchase Agreement • October 9th, 2012 • Mack Cali Realty L P • Real estate investment trusts • New York
MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of October 8, 2012, by and among Roseland Partners, L.L.C., a New Jersey limited liability company (“Seller”), and Mack-Cali Realty Acquisition Corp., a Delaware corporation, or its designee (the “Purchaser”), Mack-Cali Realty, L.P., a Delaware limited partnership (“MCRLP”) and Mack-Cali Realty Corporation, a Maryland corporation (“MCRC” and, together with MCRLP, the “Parents”).
MEMBERSHIP INTERESTS AND ASSET PURCHASE AGREEMENT BY AND AMONG ENBW ENERGY SOLUTIONS GMBH, ENVICA KAT GMBH, E&EC ENERGY & ENVIRONMENTAL CONSULTANTS GMBH, SCR-TECH GMBH, SCR-TECH LLC, CESI-SCR, INC., WITH RESPECT TO SECTION 11.18 AND ARTICLES VI AND IX...Membership Interest and Asset Purchase Agreement • March 4th, 2004 • Catalytica Energy Systems Inc • Engines & turbines • Delaware
THIS MEMBERSHIP INTERESTS AND ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of January 21, 2004 by and among EnBW Energy Solutions GmbH, a German corporation, registered in the commercial register of the Amtsgericht Stuttgart, under 22368, with its place of business at Stuttgart (“ENBW”), with respect to Article VII and X only, ENVICA GmbH, a German corporation registered in the commercial register of the Amtsgericht Delmenhorst, under HRB 3155, with its place of business at Wildeshausen (“ENVICA Parent”), ENVICA Kat GmbH, a German corporation, registered in the commercial register of the Amtsgericht Delmenhorst, under HRB 3262, with its place of business at Wildeshausen (“ENVICA” and, together with ENBW, each an “Asset Seller” and collectively, the “Asset Sellers”), E&EC Energy & Environmental Consultants GmbH, a German corporation, registered in the commercial register of the Amtsgericht Siegburg, under HRB 7966, with its place of business at Nümbrecht (“E&EC”), SCR Tech Gmb
MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT BETWEEN ENDO VENTURES LIMITED, PAR PHARMACEUTICAL, INC., MENDHAM HOLDINGS, LLC AND THE SELLER RELATED PARTIES DATED AS OF APRIL 26, 2018Membership Interest and Asset Purchase Agreement • April 26th, 2018 • Endo International PLC • Pharmaceutical preparations • New York
This Membership Interest and Asset Purchase Agreement (this “Agreement”), dated as of April 26, 2018, is entered into between Mendham Holdings, LLC, a Delaware limited liability company (“Seller”), Endo Ventures Limited, an Irish company (“EVL”), Par Pharmaceutical, Inc., a New York corporation (“PPI”) (EVL and PPI are hereinafter each individually referred to as a “Buyer” and, collectively, “Buyers”), and the Seller Related Parties listed on the signature pages hereto (collectively, the “Seller Related Parties”).
MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT AMONG RESOLUTE ENERGY CORPORATION, HICKS ACQUISITION COMPANY I, INC. AND RESOLUTE NATURAL RESOURCES COMPANY, LLC AS SELLERS, RESOLUTE ANETH, LLC AS THE COMPANY AND ELK PETROLEUM ANETH, LLC AS BUYER, AND...Membership Interest and Asset Purchase Agreement • November 6th, 2017 • Resolute Energy Corp • Crude petroleum & natural gas • Colorado
This Membership Interest and Asset Purchase Agreement (this “Agreement”) is made and entered into this September 14, 2017 (the “Execution Date”), local time in Denver, Colorado, by and among RESOLUTE ENERGY CORPORATION, a Delaware corporation (“Resolute”), HICKS ACQUISITION COMPANY I, INC., a Delaware corporation (“HACI” and together with Resolute, the “Company Sellers”), RESOLUTE NATURAL RESOURCES COMPANY, LLC, a Delaware limited liability company (“RNR” and together with the Company Sellers, the “Sellers”), RESOLUTE ANETH, LLC, a Delaware limited liability company (the “Company”), ELK PETROLEUM ANETH, LLC, a Delaware limited liability company (“Buyer”), and ELK PETROLEUM LIMITED, an Australian company limited by shares (“Parent Guarantor”). Buyer, the Company and Sellers are collectively referred to as the “Parties” and individually as a “Party.” Parent Guarantor joins this Agreement solely for the purposes of Section 3.04, Article VIII, Section 9.08, Section 11.03 and Section 12.05.
AMENDMENT TO MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENTMembership Interest and Asset Purchase Agreement • July 24th, 2014 • Mack Cali Realty Corp • Real estate investment trusts • New York
THIS AMENDMENT TO MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of July 18, 2014, is entered into by and among Canoe Brook Investors, L.L.C. (formerly known as Roseland Partners, L.L.C.), a New Jersey limited liability company (“Seller”), Mack-Cali Realty Acquisition Corp., a Delaware corporation, or its designee (the “Purchaser”), Mack-Cali Realty, L.P., a Delaware limited partnership (“MCRLP”) and Mack-Cali Realty Corporation, a Maryland corporation (“MCRC” and, together with MCRLP, the “Parents”), and each of Marshall B. Tycher (“Tycher”), Bradford R. Klatt (“Klatt”) and Carl Goldberg (“Goldberg”).
EXECUTION VERSION MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENTMembership Interest and Asset Purchase Agreement • February 20th, 2003 • Barnes Group Inc • Miscellaneous fabricated metal products • New York
MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT BY AND AMONG FFI PHOENIX HUB HOLDINGS LLC, NIKOLA PHX HUB, LLC, AND NIKOLA CORPORATION JULY 3, 2023Membership Interest and Asset Purchase Agreement • February 28th, 2024 • Nikola Corp • Motor vehicles & passenger car bodies • Delaware
This Membership Interest and Asset Purchase Agreement (this “Agreement”), dated as of July 3, 2023 (the “First Closing Date”), is by and among FFI Phoenix Hub Holdings LLC, a Delaware limited liability company (“FFI”), Nikola Phx Hub, LLC, a Delaware limited liability company (“PHH Parent”), and Nikola Corporation, a Delaware corporation (“Nikola”). FFI, PHH Parent, and Nikola may be referred to herein individually as a “Party” and collectively as the “Parties”.
