STOCK PURCHASE AND MERGER AGREEMENTStock Purchase and Merger Agreement • February 4th, 2002 • American Skiing Co /Me • Services-miscellaneous amusement & recreation • Colorado
1 EXHIBIT 2.51 STOCK PURCHASE AND MERGER AGREEMENTStock Purchase and Merger Agreement • August 14th, 1998 • Chancellor Media Corp of Los Angeles • Radio broadcasting stations • New York
STOCK PURCHASE AND MERGER AGREEMENT by and among CONNECTED DATA, INC., THE SHAREHOLDERS OF CONNECTED DATA, INC. PARTIES HERETO, SHAREHOLDER REPRESENTATIVE SERVICES LLC, IMATION TRANSPORTER CO., and IMATION CORP. Dated October 14, 2015Stock Purchase and Merger Agreement • November 9th, 2015 • Imation Corp • Magnetic & optical recording media • Delaware
Exhibit A — Employment Offer Letter Exhibit B — Escrow Agreement Exhibit C — Lockup Agreement Disclosure Schedule — Exceptions to Representations and Warranties Schedule 1.1 — Company Securities Schedule 5.1(d) — Individuals Executing Offer Letters at Closing Schedule 5.1(e) — Resignations at Closing Schedule 5.1(g) — Indebtedness Paid at Closing Schedule 5.1(j) — Related Party Agreements Terminated at Closing
LETTERHEAD]Stock Purchase and Merger Agreement • December 24th, 1997 • Tescorp Inc • Cable & other pay television services
STOCK PURCHASE AND MERGER AGREEMENTStock Purchase and Merger Agreement • November 14th, 2018 • Avenue Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This STOCK PURCHASE AND MERGER AGREEMENT (this “Agreement”) is made and entered into as of November 12, 2018, by and among InvaGen Pharmaceuticals Inc., a New York Corporation (“Buyer”), Madison Pharmaceuticals Inc., a Delaware corporation and a wholly-owned Subsidiary of Buyer (“Merger Sub”), and Avenue Therapeutics, Inc., a Delaware corporation (the “Company”).
1 Exhibit 10 STOCK PURCHASE AND MERGER AGREEMENTStock Purchase and Merger Agreement • December 29th, 1995 • Partners Health Plan of Pennsylvania Inc • Services-home health care services • Pennsylvania
STOCK PURCHASE AND MERGER AGREEMENT DATED AS OF DECEMBER 20, 2010 By and Among CENTRAL CAN COMPANY, INC. PHOENIX MERGER SUB, INC. PHOENIX CONTAINER, INC. CERTAIN STOCKHOLDERS OF PHOENIX CONTAINER, INC. AND KENNETH SOKOLOFF, as Seller RepresentativeStock Purchase and Merger Agreement • March 11th, 2011 • Phoenix Container, Inc. • Metal cans • Delaware
THIS STOCK PURCHASE AND MERGER AGREEMENT (this “Agreement”), dated as of December 20, 2010, is made by and among CENTRAL CAN COMPANY, INC., a Delaware corporation (“Central Can”), PHOENIX MERGER SUB, INC, a Nevada corporation and wholly-owned subsidiary of Central Can (the “Purchaser”), PHOENIX CONTAINER, INC., a Nevada corporation (the “Company”), the Persons identified as “SELLERS” on the signature pages attached hereto (collectively, the “Sellers” and, each, a “Seller”), Kenneth Sokoloff, in his capacity as the Seller Representative (as such term is defined in Section 7.5 hereof), and solely for purposes of Section 6.3 hereof, BWAY Corporation (“BWAY”). Certain terms used herein are defined in Article VIII hereof.
EXHIBIT 2 STOCK PURCHASE AND MERGER AGREEMENT This Stock Purchase and Merger Agreement dated September 4, 1996 is executed among Northwestern Growth Corporation, a South Dakota corporation (the "Buyer"), CGI Acquisition Corporation, a Delaware...Stock Purchase and Merger Agreement • November 14th, 1996 • Northwestern Public Service Co • Electric & other services combined • Delaware
STOCK PURCHASE AND MERGER AGREEMENT BY AND AMONG ATHLACTION TOPCO, LLC, VISTA BLOCKER SELLERS, VISTA EQUITY PARTNERS MANAGEMENT, LLC, AS SELLERS’ REPRESENTATIVE, GLOBAL PAYMENTS INC., ATHENS MERGER SUB, LLC, AND VISTA AIVs AND VISTA GPs, SOLELY FOR...Stock Purchase and Merger Agreement • August 8th, 2017 • Global Payments Inc • Services-business services, nec • Delaware
Page ARTICLE 1 DEFINITIONS 1.1 Definitions 2 1.2 Cross References 2 ARTICLE 2 PURCHASE AND SALE OF EQUITY INTERESTS 14 2.1 Purchase and Sale of Vista Blocker Shares and Merger 14 2.2 Purchase Price 14 2.3 Closing Transactions 14 2.4 Repaid Indebtedness; Transaction Expenses 14 2.5 Conversion of Units of the Company; Payment and Exchange; Surviving Entity 14 2.6 Indebtedness and Transaction Expenses Adjustment 14 2.7 Purchase Price Allocation 14 2.8 Withholding 14 ARTICLE 3 CONDITIONS TO CLOSING 21 3.1 Conditions to the Obligations of the Sellers and the Company 21 3.2 Conditions to Purchaser’s and Merger Sub’s Obligations 21 ARTICLE 4 COVENANTS PRIOR TO CLOSING 24 4.1 Affirmative Covenants 24 4.2 Negative Covenants 24 4.3 Exclusivity 24 4.4 Efforts 24 4.5 Regulatory Approval 24 4.6 Contact with Employees; Customers and Suppliers 24 4.7 Consents 24 4.8 Termination of Affiliate Agreements 24 4.9 Transition Services Agreement 24 4.10 Section 280
December 8, 1997 Board of Directors Tescorp, Inc. 327 Congress Avenue, Suite 200 Austin, Texas 78701 Members of the Board: We understand that Tescorp Acquisition Corporation ("Acquisition"), a wholly owned subsidiary of Supercanal Holding S.A. and...Stock Purchase and Merger Agreement • December 10th, 1997 • Tescorp Inc • Cable & other pay television services
STOCK PURCHASE AND MERGER AGREEMENT by and among GTC Biotherapeutics, Inc. LFB Biotechnologies S.A.S. and LFB Merger Sub, Inc. November 8, 2010Stock Purchase and Merger Agreement • November 9th, 2010 • GTC Biotherapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
This Stock Purchase and Merger Agreement (this “Agreement”) dated as of November 8, 2010 is made by and between GTC Biotherapeutics, Inc., a Massachusetts corporation (the “Company”), LFB Biotechnologies S.A.S., a société par actions simplifiée established under the laws of France (“Parent”) and LFB Merger Sub, Inc., a Massachusetts corporation and wholly-owned subsidiary of Parent (“Merger Sub”).
1 EXHIBIT 10.1 STOCK PURCHASE AND MERGER AGREEMENT Dated as of May 22, 1997Stock Purchase and Merger Agreement • April 2nd, 1998 • SFG Capital Corp • Delaware
AMENDMENT NO. 1 TO STOCK PURCHASE AND MERGER AGREEMENTStock Purchase and Merger Agreement • September 6th, 2017 • Global Payments Inc • Services-business services, nec
This AMENDMENT NO. 1 TO STOCK PURCHASE AND MERGER AGREEMENT (this “Amendment”), dated as of August 31, 2017, is by and among Global Payments Inc., a Georgia corporation (“Purchaser”), Athlaction Topco, LLC, a Delaware limited liability company (the “Company”), Vista Equity Partners Management, LLC, solely in its capacity as Sellers’ Representative, and, solely for purposes of Section 1.9 hereof, VEP Global Aggregator, LLC (“Aggregator”). Reference is hereby made to that certain Stock Purchase and Merger Agreement, dated as of August 2, 2017 (the “Merger Agreement”), by and among Purchaser, the Company, and the Persons party thereto. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
STOCK PURCHASE AND MERGER AGREEMENT among INVITAE CORPORATION,Stock Purchase and Merger Agreement • August 6th, 2019 • Invitae Corp • Services-medical laboratories • California
THIS STOCK PURCHASE AND MERGER AGREEMENT (this “Agreement”) is entered into and dated as of July 11, 2019 (the “Agreement Date”) by and among: (a) each of the Persons set forth on Schedule A hereto (collectively referred to herein as the “Sellers”, and each individually as a “Seller”); (b) the Sellers’ Representative (as defined below), but solely with respect to the provisions expressly applicable to the Sellers’ Representative as set forth herein; (c) Invitae Corporation, a Delaware corporation (“Buyer”); (d) Jumanji, LLC, a Delaware limited liability company and a wholly owned subsidiary of Buyer (“Merger Sub”); and (e) Jungla Inc., a Delaware corporation (the “Company”). Each of the Sellers, Buyer, Merger Sub and Sellers’ Representative may be individually referred to herein as a “Party” and collectively referred to herein as the “Parties.” Capitalized terms used herein have the meanings ascribed thereto in Article I or elsewhere in this Agreement as identified in Article I.
