Termination of Agreement and Plan of Merger Sample Contracts

TERMINATION OF AGREEMENT AND PLAN OF MERGER
Termination of Agreement and Plan of Merger • February 23rd, 2023 • Ei. Ventures, Inc. • Pharmaceutical preparations • Delaware

THIS TERMINATION OF AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of this 16 day of February, 2023, by and among:

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TERMINATION OF AGREEMENT AND PLAN OF MERGER
Termination of Agreement and Plan of Merger • September 24th, 2001 • Felcor Lodging Trust Inc • Real estate investment trusts
SLMC Finance Corporation 4716 Old Gettysburg Road Mechanicsburg, PA 17055
Termination of Agreement and Plan of Merger • November 13th, 2007 • Select Medical Corp • Services-specialty outpatient facilities, nec

Reference is made to the Agreement and Plan of Merger, dated as of October 1, 2007 (the “Merger Agreement”), by and between Select Medical Corporation, a Delaware corporation (“Guarantor”), SLMC Finance Corporation, a Delaware corporation (“Parent”), Cedar Cliff Acquisition Corporation, a Delaware corporation (“Merger Sub”), CORA Health Services, Inc., a Delaware corporation (the “Company”) and Brad C. Roush, as Stockholders’ Agent (the “Stockholders’ Agent”). Each term utilized herein but not otherwise defined herein shall have the meaning given to such term in the Merger Agreement. As used herein, the term “Buyer Parties” shall mean Guarantor, Parent and Merger Sub and the term “Seller Parties” shall mean the Company and the Stockholders’ Agent, in his capacity as such.

TERMINATION OF AGREEMENT AND PLAN OF MERGER
Termination of Agreement and Plan of Merger • March 7th, 2022 • Pine Technology Acquisition Corp. • Services-prepackaged software • Delaware

THIS TERMINATION OF AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of this 6th day of March, 2022, by and among The Tomorrow Companies Inc., a Delaware corporation (the “Company”), Pine Technology Acquisition Corp., a Delaware corporation (“Parent”), and Pine Technology Merger Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

TERMINATION OF AGREEMENT AND PLAN OF MERGER
Termination of Agreement and Plan of Merger • March 16th, 2010 • Landrys Restaurants Inc • Retail-eating places • Delaware

THIS TERMINATION OF AGREEMENT AND PLAN OF MERGER, dated as of January 11, 2009 (this “Agreement”), is by and among Fertitta Holdings, Inc., a Delaware corporation (“Parent”), Fertitta Acquisition Co., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Tilman J. Fertitta (“Fertitta”), and Landry’s Restaurants, Inc., a Delaware corporation (the “Company”). All capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.

GP Investments Acquisition Corp. Let’s Go Acquisition Corp
Termination of Agreement and Plan of Merger • November 14th, 2016 • GP Investments Acquisition Corp. • Wholesale-furniture & home furnishings

Reference is made to the Agreement and Plan of Merger, dated as of April 19, 2016 (as amended on July 28, 2016, the “Merger Agreement”), by and among GP Investments Acquisition Corp. (“Acquiror”), Let’s Go Acquisition Corp. (“Merger Sub”), WKI Holding Company, Inc. (the “Company”), and, solely in its capacity as the initial Holder Representative hereunder, WKI Group, LLC (collectively with Acquiror, Merger Sub and the Company, the “Parties”). Capitalized terms used but not defined in this letter shall have the meanings specified in the Merger Agreement.

ZONE MINING LIMITED
Termination of Agreement and Plan of Merger • October 26th, 2006 • Zone Mining LTD • Metal mining

Reference is hereby made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 21, 2006, by and among Zone Mining Limited, a Nevada corporation (“Parent”), ZM Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), Driveitaway, Inc., a Delaware corporation (the “Company”), and Stonewell Partners LLP, the principal shareholder of the Company (the “Principal Shareholder”).

TERMINATION OF AGREEMENT AND PLAN OF MERGER
Termination of Agreement and Plan of Merger • August 1st, 2018 • Globalstar, Inc. • Communications services, nec • Delaware

THIS TERMINATION OF AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of this 31st day of July, 2018, by and between Globalstar, Inc., a Delaware corporation (“Parent”), and Thermo Development, Inc., in its capacity as the representative of the Stockholders (the “Stockholders’ Representative”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

TERMINATION OF AGREEMENT AND PLAN OF MERGER
Termination of Agreement and Plan of Merger • January 12th, 2009 • Landrys Restaurants Inc • Retail-eating places • Delaware

THIS TERMINATION OF AGREEMENT AND PLAN OF MERGER, dated as of January 11, 2009 (this “Agreement”), is by and among Fertitta Holdings, Inc., a Delaware corporation (“Parent”), Fertitta Acquisition Co., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Tilman J. Fertitta (“Fertitta”), and Landry’s Restaurants, Inc., a Delaware corporation (the “Company”). All capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.

TERMINATION OF AGREEMENT AND PLAN OF MERGER
Termination of Agreement and Plan of Merger • July 11th, 2012 • China Advanced Construction Materials Group, Inc • Construction - special trade contractors • Delaware

THIS TERMINATION OF AGREEMENT AND PLAN OF MERGER, dated as of July 9, 2012 (the “Agreement”), by and among Novel Gain Holdings Limited, a British Virgin Islands company ("Parent"), CACMG Acquisition, Inc., a Delaware corporation and a wholly owned, direct subsidiary of Parent ("Merger Sub"), China Advanced Construction Materials Group, Inc., a Delaware corporation ("Company"), Mr. Xianfu Han (“Han”) and Mr. Weili He (“He”) (Parent, Merger Sub, Company, Han and He shall collectively be referred to hereinafter as the "Parties"). All capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.

TERMINATION OF AGREEMENT AND PLAN OF MERGER Dated: September 2, 2014
Termination of Agreement and Plan of Merger • September 4th, 2014 • Indigo-Energy, Inc. • Crude petroleum & natural gas • Nevada

This Termination of Agreement and Plan of Merger (this “Agreement”) to the Agreement and Plan of Merger (the “Merger Agreement”) dated as of May 25, 2014 by and among between Indigo-Energy, Inc., a Nevada corporation (“Indigo”), Fetopolis Acquisition Corporation, an Ontario Canada company (“Fetopolis”) and Fetopolis Acquisition Corporation, a Nevada corporation and wholly-owned subsidiary of Indigo (“Merger Sub”) is entered into on the date forth above, by and between Indigo and Fetopolis. Indigo and Fetopolis are each hereinafter referred to as a “party” and collectively as the “parties.” All capitalized terms used herein without definition shall have the meanings ascribed thereto in the Merger Agreement.

TERMINATION OF AGREEMENT AND PLAN OF MERGER
Termination of Agreement and Plan of Merger • November 21st, 2023 • Leo Holdings Corp. II • Radio & tv broadcasting & communications equipment

This TERMINATION OF AGREEMENT AND PLAN OF MERGER, dated as of November 20, 2023 (this “Agreement”), is entered into among Leo Holdings Corp. II, a Cayman Islands exempted company (“Parent”), Glimpse Merger Sub, Inc., a Delaware corporation and a direct and wholly owned Subsidiary of Parent (“Merger Sub I”), Glimpse Merger Sub II, LLC, a Delaware limited liability company and a direct and wholly owned Subsidiary of Parent (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), and World View Enterprises Inc., a Delaware corporation (the “Company”). Parent, the Merger Subs and the Company are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties”.

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