EX-2 2 y20504exv2.htm EX-2: TRANSACTION AGREEMENT AND PLAN OF MERGERTransaction Agreement and Plan of Merger • May 5th, 2020 • Delaware
Exhibit 2 TRANSACTION AGREEMENT AND PLAN OF MERGER by and among MERRILL LYNCH & CO., INC., BLACKROCK, INC., NEW BOISE, INC. and BOISE MERGER SUB, INC. Dated as of February 15, 2006
The definition of “Continuing Echo Business Employees” in Section 1.01(a) of the Agreement is hereby amended and restated as follows: “Continuing Echo Business Employees” means, collectively, (i) the Automatic Transfer Echo Business Employees and the...Transaction Agreement and Plan of Merger • August 21st, 2023 • Aspen Technology, Inc. • Services-computer programming services • Delaware
AMENDMENT NO. 1 TO TRANSACTION AGREEMENT AND PLAN OF MERGERTransaction Agreement and Plan of Merger • February 28th, 2022 • Bellring Brands, Inc. • Food and kindred products
This AMENDMENT NO. 1 TO TRANSACTION AGREEMENT AND PLAN OF MERGER, dated as of February 28, 2022 (this “Amendment No. 1”), is by and among BellRing Brands, Inc., a Delaware corporation (“BellRing”), Post Holdings, Inc., a Missouri corporation (“Post”), BellRing Distribution, LLC, a Delaware limited liability company and direct, wholly owned Subsidiary of Post (“SpinCo”), and BellRing Merger Sub Corporation, a Delaware corporation and direct, wholly owned Subsidiary of SpinCo (“Merger Sub”). Capitalized terms used herein but not defined herein have the meanings ascribed thereto in the Transaction Agreement (as defined below).
TRANSACTION AGREEMENT AND PLAN OF MERGERTransaction Agreement and Plan of Merger • October 12th, 2021 • Emerson Electric Co • Electronic & other electrical equipment (no computer equip) • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 10, 2021 among Aspen Technology, Inc., a Delaware corporation (“Aspen”), Emerson Electric Co., a Missouri corporation (“Emerson”), EMR Worldwide Inc., a Delaware corporation and a wholly owned subsidiary of Emerson (“Emerson Sub”), Emersub CX, Inc., a Delaware corporation and a wholly owned subsidiary of Emerson (“Newco”), and Emersub CXI, Inc., a Delaware corporation and a wholly owned subsidiary of Newco (“Merger Subsidiary”).
TRANSACTION AGREEMENT AND PLAN OF MERGERTransaction Agreement and Plan of Merger • November 3rd, 2016 • General Electric Co • Electronic & other electrical equipment (no computer equip) • Delaware
TRANSACTION AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 30, 2016, among General Electric Company, a New York corporation (“GE”), Baker Hughes Incorporated, a Delaware corporation (“BHI”), Bear Newco, Inc., a Delaware corporation and a direct wholly owned subsidiary of BHI (“Newco”) and Bear MergerSub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Newco (“Merger Sub”).
AMENDMENT NO. 2 TO TRANSACTION AGREEMENT AND PLAN OF MERGERTransaction Agreement and Plan of Merger • May 4th, 2022 • Emersub CX, Inc. • Services-computer programming services • Delaware
This TAX MATTERS AGREEMENT (the “Agreement”) is entered into as of [•] between Emerson Electric Co., a Missouri corporation (“Emerson”), on behalf of itself and the members of the Emerson Group, as defined below and Aspen Technology, Inc., a Delaware corporation (formerly known as Emersub CX, Inc.) (“Newco,” and together with Emerson, the “Parties”), on behalf of itself and the members of the Newco Group, as defined below.
ii) after December 31, 1999, Parent, after consulting with the Company, may by written notice to the Company and SRH elect to schedule the Closing for any date not less than two business days or more than 35 calendar days after the satisfaction or...Transaction Agreement and Plan of Merger • November 8th, 1999 • Republic New York Corp • National commercial banks • New York
ContractTransaction Agreement and Plan of Merger • May 5th, 2020
EX-2.1 2 a04-13x20158xkexhibit21.htm EXHIBIT 2.1 Exhibit 2.1 Execution Version Dated April 12, 2015 TRANSACTION AGREEMENT AND PLAN OF MERGER between AVID TECHNOLOGY, INC. As Acquirer MESSINIO LTD. As Target Company and ORAD HI-TECH SYSTEMS LTD. As Absorbing Company 1 Table of Contents
AMENDMENT NO. 1 TO THE TRANSACTION AGREEMENT AND PLAN OF MERGERTransaction Agreement and Plan of Merger • May 4th, 2022 • Emerson Electric Co • Electronic & other electrical equipment (no computer equip)
This AMENDMENT NO. 1 TO TRANSACTION AGREEMENT AND PLAN OF MERGER (this “Amendment No. 1”), dated as of March 23, 2022, is by and among Aspen Technology, Inc., a Delaware corporation (“Aspen”), Emerson Electric Co., a Missouri corporation (“Emerson”), EMR Worldwide Inc., a Delaware corporation and a wholly owned subsidiary of Emerson (“Emerson Sub”), Emersub CX, Inc., a Delaware corporation and a wholly owned subsidiary of Emerson (“Newco”), and Emersub CXI, Inc., a Delaware corporation and a wholly owned subsidiary of Newco (“Merger Subsidiary”). Each of Aspen, Emerson, Emerson Sub, Newco and Merger Subsidiary is referred to as a “Party,” and collectively, as the “Parties.”
EX-2.1 2 dex21.htm TRANSACTION AGREEMENT AND PLAN OF MERGER TRANSACTION AGREEMENT AND PLAN OF MERGER among CLEARWIRE CORPORATION, SPRINT NEXTEL CORPORATION, COMCAST CORPORATION, TIME WARNER CABLE INC., BRIGHT HOUSE NETWORKS, LLC, GOOGLE INC., AND...Transaction Agreement and Plan of Merger • May 5th, 2020 • Delaware
TRANSACTION AGREEMENT AND PLAN OF MERGER among CLEARWIRE CORPORATION, SPRINT NEXTEL CORPORATION, COMCAST CORPORATION, TIME WARNER CABLE INC., BRIGHT HOUSE NETWORKS, LLC, GOOGLE INC., AND INTEL CORPORATION Dated as of May 7, 2008Transaction Agreement and Plan of Merger • August 22nd, 2008 • New Clearwire CORP • Delaware
THIS TRANSACTION AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 7, 2008 (the “Execution Date”) by and among Clearwire Corporation, a Delaware corporation (“Clearwire”), Sprint Nextel Corporation, a Kansas corporation (“Sprint”), Comcast Corporation, a Pennsylvania corporation (“Comcast”), Time Warner Cable Inc., a Delaware corporation (“TWC”), Bright House Networks, LLC, a Delaware limited liability company (“BHN”), Google Inc., a Delaware corporation (“Google”), and Intel Corporation, a Delaware corporation (“Intel”), and together with Comcast, TWC, BHN and Google, the “Investors”; the Investors, Sprint and Clearwire are referred to herein as the “Parties”). Capitalized terms not otherwise defined in this Agreement have the meanings ascribed to those terms in Exhibit A attached to this Agreement.
TRANSACTION AGREEMENT AND PLAN OF MERGER by and among BELLRING BRANDS, INC., POST HOLDINGS, INC., BELLRING DISTRIBUTION, LLC and BELLRING MERGER SUB CORPORATION dated as of October 26, 2021Transaction Agreement and Plan of Merger • December 23rd, 2021 • BellRing Distribution, LLC • Food and kindred products • Delaware
This TRANSACTION AGREEMENT AND PLAN OF MERGER, dated as of October 26, 2021 (this “Agreement”), is by and among BellRing Brands, Inc., a Delaware corporation (“BellRing”), Post Holdings, Inc., a Missouri corporation (“Post”), BellRing Distribution, LLC, a Delaware limited liability company and direct, wholly owned Subsidiary of Post (“SpinCo”), and BellRing Merger Sub Corporation, a Delaware corporation and direct, wholly owned Subsidiary of SpinCo (“Merger Sub”). Certain capitalized terms used in this Agreement are defined in Section 12.10.
TRANSACTION AGREEMENT AND PLAN OF MERGER by and among TELESAT CANADA, TELESAT CORPORATION, TELESAT PARTNERSHIP LP, TELESAT CANHOLD CORPORATION, LION COMBINATION SUB CORPORATION, LORAL SPACE & COMMUNICATIONS INC., PUBLIC SECTOR PENSION INVESTMENT BOARD...Transaction Agreement and Plan of Merger • November 25th, 2020 • Telesat Canada • Communications services, nec • Delaware
Conformed Copy] TRANSACTION AGREEMENT AND PLAN OF MERGERTransaction Agreement and Plan of Merger • May 19th, 1999 • HSBC Holdings PLC • National commercial banks • New York
Execution Draft TRANSACTION AGREEMENT AND PLAN OF MERGERTransaction Agreement and Plan of Merger • February 22nd, 2006 • Blackrock Inc /Ny • Investment advice • Delaware
AMENDMENT NO. 1 TO TRANSACTION AGREEMENT AND PLAN OF MERGER AMENDMENT NO. 1 TO TRANSACTION AGREEMENT AND PLAN OF MERGER, dated as of November 8, 1999 (this "Amendment"), by and among HSBC Holdings plc, a public limited company organized and existing...Transaction Agreement and Plan of Merger • November 8th, 1999 • HSBC Holdings PLC • National commercial banks • New York
TRANSACTION AGREEMENT AND PLAN OF MERGER Dated as of January 9, 2022 Among R1 RCM INC., PROJECT ROADRUNNER PARENT INC., PROJECT ROADRUNNER MERGER SUB INC., REVINT HOLDINGS, LLC, COYCO 1, L.P., and COYCO 2, L.P.Transaction Agreement and Plan of Merger • January 11th, 2022 • R1 RCM Inc. • Services-management services • New York
This TRANSACTION AGREEMENT AND PLAN OF MERGER, dated as of January 9, 2022 (this “Agreement”), is entered into by and among R1 RCM Inc., a Delaware corporation (“Roadrunner”), Project Roadrunner Parent, Inc., a Delaware corporation and a wholly owned subsidiary of Roadrunner (“New Pubco”), Project Roadrunner Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of New Pubco (“Merger Sub”), Revint Holdings, LLC, a Delaware limited liability company (“Coyote”), Coyco 1, L.P., a Delaware limited partnership (“CoyCo 1”), Coyco 2, L.P., a Delaware limited partnership (“Coyco 2”; each of Coyco 1 and Coyco 2, a “Seller” and collectively, “Sellers”), and solely for the purposes of Section 1.02(a) and, solely as it relates to a remedy of specific performance with respect to Section 1.02(a), Section 9.04, NMC Ranger Holdings, LLC, a Delaware limited liability company (“NMC Ranger”). Certain capitalized terms used herein have the meanings ascribed to them in ARTICLE XI.
TRANSACTION agreement and plan of mergerTransaction Agreement and Plan of Merger • October 19th, 2018 • Sentinel Energy Services Inc. • Blank checks • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [●], 2019, is hereby entered into by and among Strike Capital, LLC, a Texas limited liability company (the “Company”), Strike, Inc. (f/k/a Sentinel Energy Services Inc.), a Delaware corporation (the “Corporate Taxpayer”), the holders of Company Units (other than Corporate Taxpayer and its Subsidiaries) that are signatories to this Agreement and such other holders of Company Units from time to time party hereto (collectively, the “Holders”), and OEP-Strike Seller Representative, LLC, a Delaware limited liability company (the “Holders Representative”). Each of the Corporate Taxpayer, the Company, the Holders and the Holders Representative may be referred to herein individually as a “Party” and collectively, as the “Parties”.
TRANSACTION AGREEMENT AND PLAN OF MERGER among VIDARA THERAPEUTICS HOLDINGS LLC, VIDARA THERAPEUTICS INTERNATIONAL LTD., HORIZON PHARMA, INC., HAMILTON HOLDINGS (USA), INC. and HAMILTON MERGER SUB, INC. Dated as of March 18, 2014Transaction Agreement and Plan of Merger • March 20th, 2014 • Horizon Pharma, Inc. • Pharmaceutical preparations • Delaware
This TRANSACTION AGREEMENT AND PLAN OF MERGER is made as of March 18, 2014, by and among VIDARA THERAPEUTICS HOLDINGS LLC, a Delaware limited liability company (“Holdings”), VIDARA THERAPEUTICS INTERNATIONAL LTD., an Irish private limited company (“Vidara”), HAMILTON HOLDINGS (USA), INC., a Delaware corporation and an indirect wholly-owned subsidiary of Vidara (“U.S. HoldCo”), HAMILTON MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of U.S. HoldCo (“Merger Sub”), and HORIZON PHARMA, INC., a Delaware corporation (“Buyer”). Certain capitalized terms used herein are defined in Article I.
AMENDMENT NO. 1 TO THE TRANSACTION AGREEMENT AND PLAN OF MERGERTransaction Agreement and Plan of Merger • December 2nd, 2008 • Clearwire Corp • Communications services, nec
AMENDMENT NO. 1 (this “Amendment”) dated as of November 21, 2008 to the TRANSACTION AGREEMENT AND PLAN OF MERGER dated as of May 7, 2008 (the “Transaction Agreement”), by and among Clearwire Corporation, a Delaware corporation (“Clearwire”), Sprint Nextel Corporation, a Kansas corporation (“Sprint”), Comcast Corporation, a Pennsylvania corporation (“Comcast”), Time Warner Cable Inc., a Delaware corporation (“TWC”), Bright House Networks, LLC, a Delaware limited liability company (“BHN”), Google Inc., a Delaware corporation (“Google”), and Intel Corporation, a Delaware corporation (“Intel”), and together with Comcast, TWC, BHN, Google, Sprint and Clearwire, the “Parties”). Capitalized terms that are used but not otherwise defined herein have the meanings ascribed to such terms in the Transaction Agreement and all Section references in this Amendment are to Sections of the Transaction Agreement unless otherwise specified.
FIRST AMENDMENT TO TRANSACTION AGREEMENT AND PLAN OF MERGERTransaction Agreement and Plan of Merger • June 18th, 2014 • Horizon Pharma, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO TRANSACTION AGREEMENT AND PLAN OF MERGER (this “Amendment”) is dated as of June 12, 2014, and is entered into by and between Horizon Pharma, Inc., a Delaware corporation (“Buyer”), and Vidara Therapeutics Holdings LLC, a Delaware limited liability company (“Holdings”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
AMENDMENT TO TRANSACTION AGREEMENT AND PLAN OF MERGERTransaction Agreement and Plan of Merger • March 31st, 2017 • Baker Hughes Inc • Oil & gas field machinery & equipment • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of [●], 2017, is entered into by and among [NEWCO], LLC, a Delaware limited liability company (the “Company”), its Members (as defined herein) and each other Person who at any time after the date hereof becomes a Member in accordance with the terms of this Agreement and the DLLCA (as defined herein).
