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Agreement and Plan of Mergers

These Agreement and Plan of Mergers are actual legal documents drafted by top law firms for their clients. Use them for competitive intelligence, drafting documents or to get information about transactions within a particular industry or sector. We have millions of legal documents and clauses that you can search for free.

401) SHARE EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION

Parties: ORACO RESOURCES, INC. | Oraco Resources, Inc
Document Date: 3/28/2011
Governing Law:Nevada


402) AGREEMENT AND PLAN OF MERGER among

Parties: GSI COMMERCE INC | EBAY INC | GIBRALTAR ACQUISITION CORP | GSI COMMERCE, INC
Law Firm: Davis Polk;Morgan Lewis
Document Date: 3/28/2011
Industry: Computer Services
Sector: Technology
Governing Law:Delaware


403) AGREEMENT AND PLAN OF MERGER COLEMAN CABLE, INC., a Delaware corporation

Parties: TECHNOLOGY RESEARCH CORP | Clearwater Acquisition I, Inc | COLEMAN CABLE, INC | Florida Business Corporation | Technology Research Corporation
Law Firm: Winston Strawn
Document Date: 3/28/2011
Industry: Electronic Instr. and Controls
Sector: Technology
Governing Law:Delaware


404) AGREEMENT OF MERGER AND RECAPITALIZATION

Parties: VALPEY FISHER CORP
Document Date: 3/28/2011
Industry: Electronic Instr. and Controls
Sector: Technology
Governing Law:Delaware


405) AGREEMENT AND PLAN OF MERGER OF PACIFIC CAPITAL BANCORP (a California corporation)

Parties: PACIFIC CAPITAL BANCORP /CA/ | Pacific Capital Bancorp | Pacific Capital Merger Sub, Inc
Document Date: 3/28/2011
Industry: Regional Banks
Sector: Financial
Governing Law:Delaware


406) AMENDMENT TO AGREEMENT AND PLAN OF MERGER

Parties: AMPIO PHARMACEUTICALS, INC. | Ampio Acquisition, Inc | Ampio Pharmaceuticals, Inc | DMI BioSciences, Inc
Document Date: 3/25/2011
Industry: Biotechnology and Drugs
Sector: Healthcare
Governing Law:Colorado


407) AGREEMENT AND PLAN OF MERGER OF PURE BIOSCIENCE (a California corporation)

Parties: PURE BIOSCIENCE, INC. | Pure Bioscience, Inc
Document Date: 3/25/2011
Industry: Personal and Household Prods.
Sector: Consumer/Non-Cyclical
Governing Law:Delaware


408) CONVERSION AGREEMENT Dated August 3, 2010

Parties: AIR TRANSPORT SERVICES GROUP, INC. | BEDEK AVIATION GROUP | CARGO AIRCRAFT MANAGEMENT, INC | ISRAEL AEROSPACE INDUSTRIES LTD | M&B Conversions Limited
Document Date: 3/25/2011
Industry: Air Courier
Sector: Transportation
Governing Law:Florida


409) DEBENTURE AGREEMENT WITH CONVERSION PRIVILEGES DUE : _________, 20__ CORAL SPRINGS, FL 33071 Date ________, 20

Parties: CLEAN COAL TECHNOLOGIES INC. | Clean Coal Technologies, Inc
Document Date: 3/25/2011


410) AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

Parties: PATHFINDER CELL THERAPY, INC. | Pathfinder, LLC | SYMD Acquisition Sub, Inc | SyntheMed, Inc
Document Date: 3/25/2011
Industry: Medical Equipment and Supplies
Sector: Healthcare


411) AGREEMENT AND PLAN OF MERGER BY AND AMONG MPBP HOLDINGS, INC., ARAMARK CORPORATION, ARAMARK CLINICAL TECHNOLOGY SERVICES, LLC, RMK TITAN ACQUISITION CORPORATION AND THE SELLERS PARTY HERETO DATED AS OF MARCH 18, 2011

Parties: ARAMARK CORP | ARAMARK Clinical Technology Services, LLC | ARAMARK Corporation | Ares Capital Corporation | Berkshire Fund VI, Limited Partnership | Berkshire Fund VII, LP | Berkshire Fund VII-A, LP | Berkshire Investors III LLC | Berkshire Investors LLC | Berkshire Partners LLC | BSR LLC | Cohr Holdings, Inc | MPBP HOLDINGS, INC | RMK TITAN ACQUISITION CORPORATION | THREE CITIES OFFSHORE II, CV
Law Firm: Ropes Gray;Morgan Lewis
Document Date: 3/24/2011
Governing Law:Delaware


412) REORGANIZATION AND STOCK PURCHASE AGREEMENT

Parties: HEARTLAND BRIDGE CAPITAL, INC. | 1423681 Alberta Ltd | eMediSafe Partners | eMediSafe, LP | Heartland Bridge Capital, Inc | iSafe Imaging Canada Ltd | iSafe Imaging, LP | iSafe Texas Partners | JS-AMIC, Inc | JTLT Management, Inc
Document Date: 3/24/2011
Governing Law:Texas


413) AGREEMENT AND PLAN OF MERGER among

Parties: DRUGSTORE COM INC | DOVER SUBSIDIARY, INC | Surviving Corporation | WALGREEN CO | Wilson Sonsini Goodrich & Rosati, Professional Corporation
Law Firm: Sidley Austin;Wilson Sonsini
Document Date: 3/24/2011
Industry: Retail (Drugs)
Sector: Services
Governing Law:Delaware


414) AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

Parties: VCG HOLDING CORP | Family Dog, LLC | FD Acquisition Co
Document Date: 3/24/2011
Industry: Restaurants
Sector: Services


415) AMENDMENT TO AGREEMENT AND PLAN OF MERGER

Parties: UNION NATIONAL FINANCIAL CORP / PA | DONEGAL ACQUISITION INC | DONEGAL FINANCIAL SERVICES CORPORATION | DONEGAL GROUP INC | DONEGAL MUTUAL INSURANCE COMPANY | UNION NATIONAL FINANCIAL CORPORATION
Document Date: 3/24/2011
Industry: Regional Banks
Sector: Financial


416) AMENDMENT TO AGREEMENT AND PLAN OF MERGER

Parties: DONEGAL GROUP INC | DONEGAL ACQUISITION INC | DONEGAL FINANCIAL SERVICES CORPORATION | DONEGAL MUTUAL INSURANCE COMPANY | UNION NATIONAL FINANCIAL CORPORATION
Document Date: 3/24/2011
Industry: Insurance (Prop. and Casualty)
Sector: Financial


417) CONVERTIBLE PROMISSORY NOTE CONVERSION AND WARRANT EXERCISE AGREEMENT

Parties: HELIX BIOMEDIX INC | HELIX BIOMEDIX, INC | RBFSC, INC
Document Date: 3/24/2011
Industry: Major Drugs
Sector: Healthcare
Governing Law:Washington


418) AMENDED RESCISSION OF PLAN AND AGREEMENT OF TRIANGULAR MERGER BETWEEN GLOBAL EARTH ENERGY, INC. AND RCI SOLAR, INC

Parties: GLOBAL EARTH ENERGY, INC. | GLOBAL EARTH ENERGY, INC | RCI SOLAR, INC | RCI SOLOAR, INC
Document Date: 3/22/2011
Industry: Misc. Financial Services
Sector: Financial
Governing Law:Nevada


419) AGREEMENT AND PLAN OF MERGER BY AND AMONG NETLOGIC MICROSYSTEMS, INC. ALINGHI MERGER CORPORATION OPTICHRON, INC. AND THE REPRESENTATIVE OF THE HOLDERS OF ALL OF THE CAPITAL STOCK OF OPTICHRON, INC. Dated as of March 20, 2011

Parties: NETLOGIC MICROSYSTEMS INC | Administaff Company | ALINGHI MERGER CORPORATION | NETLOGIC MICROSYSTEMS, INC | OPTICHRON, INC
Law Firm: Bingham McCutchen
Document Date: 3/22/2011
Industry: Semiconductors
Sector: Technology
Governing Law:Delaware


420) FIRST AMENDMENT TO SHARE EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION

Parties: FUSIONTECH, INC. | Dalian Heavy Mining Equipment Manufacturing Co, Ltd | FusionTech, Inc | MEDIAN ASSET INVESTMENTS LIMITED | WONDERFUL LIMITED
Document Date: 3/22/2011
Industry: Misc. Capital Goods
Sector: Capital Goods
Governing Law:Nevada


421) AGREEMENT AND PLAN OF MERGER among

Parties: DAWSON GEOPHYSICAL CO | 6446 ACQUISITION CORP | DAWSON GEOPHYSICAL COMPANY | TGC Industries, Inc
Law Firm: Baker Botts;Haynes Boone
Document Date: 3/21/2011
Industry: Oil Well Services and Equipment
Sector: Energy
Governing Law:Texas


422) AGREEMENT AND PLAN OF MERGER

Parties: TGC INDUSTRIES INC | 6446 ACQUISITION CORP | DAWSON GEOPHYSICAL COMPANY | TGC Industries, Inc
Law Firm: Baker Botts;Haynes Boone
Document Date: 3/21/2011
Industry: Construction Services
Sector: Capital Goods
Governing Law:Texas


423) AGREEMENT AND PLAN OF MERGER BY AND AMONG THE CHARLES SCHWAB CORPORATION, NEON ACQUISITION CORP. AND OPTIONSXPRESS HOLDINGS, INC. DATED AS OF MARCH 18, 2011

Parties: OPTIONSXPRESS HOLDINGS, INC. | CHARLES SCHWAB CORPORATION | NEON ACQUISITION CORP | OPTIONSXPRESS HOLDINGS, INC
Law Firm: Simpson Thacher;Kirkland Ellis
Document Date: 3/21/2011
Industry: Investment Services
Sector: Financial
Governing Law:Delaware


424) AGREEMENT AND PLAN OF MERGER BY AND AMONG THE CHARLES SCHWAB CORPORATION, NEON ACQUISITION CORP. AND OPTIONSXPRESS HOLDINGS, INC. DATED AS OF MARCH 18, 2011

Parties: SCHWAB CHARLES CORP | CHARLES SCHWAB CORPORATION | NEON ACQUISITION CORP | OPTIONSXPRESS HOLDINGS, INC
Law Firm: Simpson Thacher;Kirkland Ellis
Document Date: 3/21/2011
Industry: Investment Services
Sector: Financial
Governing Law:Delaware


425) Agreement and Plan of Merger

Parties: SHUTTERFLY INC | Formation and Limited Liability Company | HORSLEY ACQUISITION SUB I, INC | HORSLEY ACQUISITION SUB II, LLC | SHUTTERFLY, INC | Surviving Company | TINY PRINTS, INC | Transitory Surviving Corporation
Law Firm: Morrison Foerster;Fenwick West
Document Date: 3/21/2011
Industry: Photography
Sector: Consumer Cyclical
Governing Law:Delaware


426) Agreement and Plan of Merger

Parties: MMAX MEDIA, INC. | Constituent Companies | HLM Paymeon, Inc | Hyperlocal Marketing LLC | HYPERLOCAL PAYMEON, INC | MMAX Media, Inc
Document Date: 3/21/2011
Industry: Consumer Financial Services
Sector: Financial
Governing Law:Florida


427) CPEX PHARMACEUTICALS AFFIRMS RECOMMENDATION THAT STOCKHOLDERS VOTE FOR MERGER AGREEMENT WITH FCB CPEX Believes that Mangrove Partners' Revised Alternative Proposal Would Not Lead to a Transaction Superior to the Merger with FCB Cites Significant Execution Risks and Credibility Issues

Parties: CPEX PHARMACEUTICALS, INC. | CPEX Pharmaceuticals, Inc | FCB I Holdings Inc | MacKenzie Partners | Mangrove Partners | Sard Verbinnen & Co
Document Date: 3/18/2011
Industry: Biotechnology and Drugs
Sector: Healthcare


428) AMENDING AGREEMENT NO. 4 (MERGER AGREEMENT AND PLAN OF MERGER)

Parties: AMERICAN EXPLORATION CORP | AMERICAN EXPLORATION CORPORATION | MAINLAND RESOURCES, INC
Document Date: 3/18/2011
Industry: Oil and Gas Operations
Sector: Energy
Governing Law:Nevada


429) AGREEMENT AND PLAN OF MERGER BY AND AMONG QUEST DIAGNOSTICS INCORPORATED, SPARK ACQUISITION CORPORATION AND CELERA CORPORATION DATED AS OF MARCH 17, 2011

Parties: CELERA CORP | Celera Corporation | Quest Diagnostics Incorporated | Spark Acquisition Corporation | Surviving Corporation
Law Firm: Latham Watkins;Skadden Arps;Shearman Sterling
Document Date: 3/18/2011
Industry: Business Services
Sector: Services
Governing Law:Delaware


430) AMENDMENT NO. 3 TO THE AGREEMENT AND PLAN OF MERGER

Parties: CAPITAL GOLD CORP | Capital Gold AcquireCo, Inc | Capital Gold Corporation | GAMMON GOLD INC
Document Date: 3/18/2011
Industry: Gold and Silver
Sector: Basic Materials
Governing Law:Delaware


431) AGREEMENT AND PLAN OF MERGER by and among

Parties: BERKSHIRE HATHAWAY INC | Lubrizol Corporation | OHIO MERGER SUB, INC
Law Firm: Jones Day;Munger Tolles
Document Date: 3/17/2011
Industry: Insurance (Prop. and Casualty)
Sector: Financial
Governing Law:Ohio


432) AGREEMENT AND PLAN OF MERGER

Parties: DEMANDTEC, INC. | DEMANDTEC, INC | M-FACTOR, INC | MOGUL MERGER SUB, INC | Shareholder Representative Services LLC
Law Firm: Goodwin Procter
Document Date: 3/16/2011
Industry: Software and Programming
Sector: Technology
Governing Law:California


433) AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 13, 2011 BY AND AMONG KIRBY CORPORATION, KSP MERGER SUB, LLC, KSP HOLDING SUB, LLC, KSP LP SUB, LLC, K-SEA TRANSPORTATION PARTNERS L.P., K-SEA GENERAL PARTNER L.P., K-SEA IDR HOLDINGS LLC AND K-SEA GENERAL PARTNER GP LLC

Parties: KIRBY CORP | KIRBY CORPORATION | K-Sea General Partner GP LLC | K-Sea General Partner LP | K-Sea IDR Holdings LLC | K-SEA TRANSPORTATION PARTNERS LP | KSP HOLDING SUB, LLC | KSP HOLDINGS SUB, LLC | KSP LP SUB, LLC | KSP MERGER SUB, LLC
Law Firm: Fulbright Jaworski;Latham Watkins;Skadden Arps
Document Date: 3/16/2011
Industry: Water Transportation
Sector: Transportation
Governing Law:Delaware


434) Exhibit 10.63 DEBT CONVERSION AGREEMENT THIS DEBT CONVERSION AGREEMENT

Parties: ACORN ENERGY, INC. | Acorn Energy, Inc | Coreworx Inc
Document Date: 3/16/2011
Industry: Software and Programming
Sector: Technology
Governing Law:Ontario


435) PLAN OF CONVERSION OF IROQUOIS FEDERAL SAVINGS AND LOAN ASSOCIATION AS AMENDED ON MARCH 8, 2011

Parties: IF BANCORP, INC.
Document Date: 3/16/2011


436) AGREEMENT AND PLAN OF MERGER by and among

Parties: LUBRIZOL CORP | BERKSHIRE HATHAWAY INC | Lubrizol Corporation | OHIO MERGER SUB, INC
Law Firm: Jones Day;Munger Tolles
Document Date: 3/15/2011
Industry: Chemical Manufacturing
Sector: Basic Materials
Governing Law:Ohio


437) REORGANIZATION AGREEMENT

Parties: GENERAL COMMUNICATION INC | AKD Group | AKD Holdings, LLC | Alaska DigiTel, LLC | Denali PCS, LLC | Graystone Holdings, LLC | PacifiCom Holdings, LLC | Red River Wireless, LLC
Document Date: 3/15/2011
Industry: Communications Services
Sector: Services
Governing Law:Alaska


438) SECURITIES CONVERSION AGREEMENT

Parties: SATCON TECHNOLOGY CORP | NGP ETP, LLC | RockPort Capital II, LLC | Satcon Technology Corporation
Document Date: 3/15/2011
Industry: Semiconductors
Sector: Technology
Governing Law:New York


439) REORGANIZATION AGREEMENT

Parties: GCI INC | AKD Group | AKD Holdings, LLC | Alaska DigiTel, LLC | Denali PCS, LLC | Graystone Holdings, LLC | PacifiCom Holdings, LLC | Red River Wireless, LLC
Document Date: 3/15/2011
Governing Law:Alaska


440) PLAN OF CONVERSION AND REORGANIZATION of UNITED COMMUNITY MHC UNITED COMMUNITY BANCORP and UNITED COMMUNITY BANK TABLE OF CONTENTS

Parties: UNITED COMMUNITY BANCORP | Mid-Tier Holding Company | UCB Charitable Foundation | United Community Bank
Document Date: 3/15/2011
Governing Law:United States Of America


441) K-SEA TRANSPORTATION PARTNERS L.P. ANNOUNCES MERGER AGREEMENT WITH KIRBY CORPORATION

Parties: K-SEA TRANSPORTATION PARTNERS LP | Kirby Corporation
Law Firm: DLA Piper;Latham Watkins
Document Date: 3/14/2011
Industry: Water Transportation
Sector: Transportation


442) AGREEMENT AND PLAN OF MERGER

Parties: K-SEA TRANSPORTATION PARTNERS LP | KIRBY CORPORATION | K-Sea General Partner GP LLC | K-Sea General Partner LP | K-Sea IDR Holdings LLC | KSP HOLDING SUB, LLC | KSP HOLDINGS SUB, LLC | KSP LP SUB, LLC | KSP MERGER SUB, LLC
Law Firm: Fulbright Jaworski;Latham Watkins;Skadden Arps
Document Date: 3/14/2011
Industry: Water Transportation
Sector: Transportation
Governing Law:Delaware


443) AGREEMENT AND PLAN OF MERGER

Parties: ADVANCED EMISSIONS SOLUTIONS, INC. | ADA Merger Corp | ADA-ES, Inc | Advanced Emissions Solutions, Inc
Document Date: 3/14/2011
Governing Law:Colorado


444) AGREEMENT AND PLAN OF MERGER

Parties: ADA-ES INC | ADA Merger Corp | ADA-ES, Inc | Advanced Emissions Solutions, Inc
Document Date: 3/14/2011
Industry: Chemical Manufacturing
Sector: Basic Materials
Governing Law:Colorado


445) PLAN OF CONVERSION

Parties: ORAMED PHARMACEUTICALS INC. | Oramed Pharmaceuticals Inc
Document Date: 3/14/2011
Industry: Biotechnology and Drugs
Sector: Healthcare
Governing Law:Nevada


446) AGREEMENT AND PLAN OF MERGER BY AND AMONG EPICOR SOFTWARE CORPORATION STELLAR ACQUISITION CORPORATION SPECTRUM HUMAN RESOURCE SYSTEMS CORPORATION ESTATE OF JAMES E. SPOOR, NANCY E. SPOOR AND SYBLL K. ROMLEY AND WITH RESPECT TO SECTION 6.8(g)(iv) and ARTICLES VIII, IX AND X ONLY

Parties: EPICOR SOFTWARE CORP | Corporate Trust Services | Epicor Software Corporation | Professional Corporation | SPECTRUM HUMAN RESOURCE SYSTEMS CORPORATION | STELLAR ACQUISITION CORPORATION | US Bank National Association
Law Firm: Davis Graham;Wilson Sonsini
Document Date: 3/14/2011
Industry: Software and Programming
Sector: Technology
Governing Law:Delaware


447) AGREEMENT AND PLAN OF MERGER BY AND AMONG MARCHEX, INC. EINSTEIN HOLDINGS I, INC. EINSTEIN HOLDINGS 2, LLC INDUSTRYBRAINS, INC. THE PRIMARY SHAREHOLDERS OF INDUSTRYBRAINS, INC. AND WITH RESPECT TO ARTICLES II, VII AND XII ONLY ERIK MATLICK, AS SHAREHOLDER REPRESENTATIVE DATED July 27, 2005

Parties: MARCHEX INC | EINSTEIN HOLDINGS 2, LLC | EINSTEIN HOLDINGS I, INC | INDUSTRYBRAINS, INC | MARCHEX, INC | Parent, First Acquisition Corp | SECOND ACQUISITION CORP
Law Firm: DLA Piper;Cozen O'Connor
Document Date: 3/14/2011
Industry: Computer Services
Sector: Technology
Governing Law:Delaware


448) CITADEL BROADCASTING SIGNS MERGER AGREEMENT WITH CUMULUS MEDIA

Parties: CITADEL BROADCASTING CORP | Citadel Broadcasting Corporation | Cumulus Media Inc
Law Firm: Weil Gotshal
Document Date: 3/11/2011
Industry: Broadcasting and Cable TV
Sector: Services


449) AGREEMENT AND PLAN OF MERGER BY AND AMONG RC2 CORPORATION, TOMY COMPANY, LTD. AND GALAXY DREAM CORPORATION March 10, 2011

Parties: RC2 CORP | GALAXY DREAM CORPORATION | RC2 Corporation | Tomy Company, Ltd
Law Firm: Reinhart Boerner;Skadden Arps
Document Date: 3/11/2011
Industry: Recreational Products
Sector: Consumer Cyclical
Governing Law:Delaware


450) AGREEMENT AND PLAN OF MERGER BY AND AMONG CITADEL BROADCASTING CORPORATION, CUMULUS MEDIA INC., CADET HOLDING CORPORATION AND CADET MERGER CORPORATION DATED MARCH 9, 2011 TABLE OF CONTENTS

Parties: CITADEL BROADCASTING CORP | CADET HOLDING CORPORATION | Cadet Merger Corporation | CITADEL BROADCASTING CORPORATION | CUMULUS MEDIA INC
Law Firm: Jones Day;Weil Gotshal
Document Date: 3/11/2011
Industry: Broadcasting and Cable TV
Sector: Services
Governing Law:Delaware


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