Merger Sample Contracts

Merger by and between ALLIANCE DATA SYSTEMS CORPORATION, CONVERSANT, INC., and AMBER SUB, LLC Pursuant to the Agreement and Plan of Merger dated September 11, 2014
Merger • October 31st, 2014 • Alliance Data Systems Corp • Services-business services, nec

Enclosed for your consideration is an Election Form and Letter of Transmittal, which we refer to as the Election Form and Letter of Transmittal, in connection with the Agreement and Plan of Merger, dated September 11, 2014, which we refer to as the Merger Agreement, by and between Alliance Data Systems Corporation, which we refer to as Alliance Data, Conversant, Inc., which we refer to as Conversant, and Amber Sub LLC, which we refer to as the Merger Subsidiary, pursuant to which, and subject to the terms and conditions set forth therein, Conversant will be merged with and into the Merger Subsidiary, which will survive as a wholly owned subsidiary of Alliance Data. A Proxy Statement/Prospectus with respect to the proposed merger is being sent to you simultaneously with this Form of Election and Letter of Transmittal. Before you make an election, if any, you should read the Proxy Statement/Prospectus carefully, as it contains important information with respect to the merger and ownershi

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Merger by and between ALLIANCE DATA SYSTEMS CORPORATION, CONVERSANT, INC., and AMBER SUB, LLC Pursuant to the Agreement and Plan of Merger dated September 11, 2014
Merger • October 31st, 2014 • Alliance Data Systems Corp • Services-business services, nec

Enclosed for your consideration is a Letter of Transmittal, which we refer to as the Letter of Transmittal, in connection with the Agreement and Plan of Merger, dated September 11, 2014, by and between Alliance Data Systems Corporation, which we refer to as Alliance Data, Conversant, Inc., which we refer to as Conversant, and Amber Sub LLC, which we refer to as the Merger Subsidiary, pursuant to which, and subject to the terms and conditions set forth therein, Conversant has merged with and into the Merger Subsidiary, which has survived as a wholly owned subsidiary of Alliance Data, which we refer to as the merger. A Proxy Statement/Prospectus with respect to the merger was sent to you previously. You are receiving the enclosed Letter of Transmittal because our records show that you hold shares of common stock of Conversant in certificated form and you did not submit a Form of Election and Letter of Transmittal to Broadridge Financial Solutions, Inc., the exchange agent for the merger,

SPANSION LLC, as Issuer, the Guarantors party hereto, and WELLS FARGO BANK, N.A., as Trustee INDENTURE Dated as of December 21, 2005 12.75% Senior Subordinated Notes Due 2016
Merger • December 21st, 2005 • Spansion Inc. • Semiconductors & related devices • New York

INDENTURE, dated as of December 21, 2005, is among SPANSION LLC, a Delaware limited liability company, as issuer (the “Issuer”), SPANSION INC., a Delaware corporation, as guarantor (“Parent”), SPANSION TECHNOLOGY INC., a Delaware corporation, as guarantor (“Intermediate Holdco” and together with Parent and any other Person that Guarantees the Notes from time to time, the “Guarantors”), the other Guarantors party hereto from time to time and WELLS FARGO BANK, N.A., as trustee (the “Trustee”).

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Merger • March 22nd, 2024 • LENZ Therapeutics, Inc. • Biological products, (no disgnostic substances)

On November 14, 2023, Graphite Bio, Inc., a Delaware corporation (“Graphite”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and between Graphite, Generate Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Graphite (“Merger Sub”), and Lenz Therapeutics, Inc., a Delaware corporation (“LENZ”), pursuant to which, Merger Sub merged with and into LENZ, with LENZ continuing as a wholly owned subsidiary of Graphite and the surviving corporation of the merger. On March 21, 2024, Graphite, Merger Sub and Lenz consummated the transactions contemplated by the Merger Agreement, Merger Sub was merged with and into Lenz and Lenz became a wholly owned subsidiary of Graphite (the “merger”). On March 21, 2024, in connection with the transactions contemplated by the Merger Agreement, Graphite (i) effected a reverse stock split of Graphite’s common stock, par value $0.00001 per share (“Graphite common stock”), at a ratio of 1:7 (the “reverse stock split”

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