Full Doc
 | 2001 |
Charter Municipal Mortgage Acceptance Company Names Charles L. Edson to Board of Trustees
Charter Municipal Mortgage Acceptance Company Names Charles L. Edson to Board of Trustees (4K)
Doc #294235: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}3
{FILENAME}a2063234zex-99_1.txt
{DESCRIPTION}EXHIBIT 99.1
{TEXT}
{Page}
Exhibit 99.1
AT CHARTERMAC FINANCIAL RELATIONS BOARD/BSMG WORLDWIDE
Brenda Abuaf Joseph Calabrese - General Info (212) 445-8434
Director of Shareholder Services Maura Gedid - Analyst Info (212) 445-8434
(800) 831-4826
CHARTER MUNICIPAL MORTGAGE ACCEPTANCE COMPANY
NAMES CHARLES L. EDSON TO BOARD OF TRUSTEES
NEW YORK, NY - JULY 16, 2001 - The Board of Trustees of Charter Municipal
Mortgage Acceptance Company ("CharterMac") (AMEX: CHC) today announced that
Charles L. Edson, partner at Nixon Peabody LLP, was named an Independent member
of the Board of Trustees of the Company.
During his tenure at Nixon Peabody LLP, Mr. Edson has been involved in all
phases of law relating to housing development, management finance and taxation.
He currently serves as counsel to a myriad of governmental, trade and public
interest entities and groups on housing and legislative matters and is the
Co-Editor-in-Chief for the Housing and Development Reporter, a news and
information service published by The West Group. Furthermore, Mr. Edson chairs
numerous housing seminars, lecturing extensively on housing and development
matters and also serves as an Adjunct Professor of Law at Georgetown University
Law Center where he teaches a seminar on federally assisted housing programs.
Mr. Edson will become a Retired Partner at Nixon Peabody LLP on February 1,
2002.
Prior to joining Nixon Peabody LLP, Mr. Edson was a partner at Peabody and
Brown. During his career, he has served as the Transition Director for the
Department of Housing and Urban Development on President Carter's transition
staff and has also held the position of Chief in the Public Housing Section at
the Office of General Counselor at the Department of Housing and Urban
Development. Mr. Edson is also the Author and co-author of a number of
publications pertaining to federally assisted, Section 8 and affordable, senior,
low and moderate-income housing as well as the secondary mortgage market.
Additionally, Mr. Edson serves as Vice Chairman of the Maryland Historic Trust.
Mr. Edson graduated Magna Cum Laude in Government from Harvard College where he
was also a Missouri nominee in the Rhodes Scholar competition. Mr. Edson is a
graduate of Harvard Law School.
Mr. Edson replaces Thomas W. White who has served as an Independent Trustee on
the Board of CharterMac since 2000. Mr. White was hired as a consultant to
Related Capital Company ("RCC") and is therefore no longer deemed an Independent
Trustee as defined in CharterMac's Amended and Restated Trust Agreement.
However, Mr. White will continue to serve CharterMac as a member of the Board of
Trustees.
Stuart J. Boesky, President and CEO of CharterMac commented, "We are very
pleased to announce the addition of Charles Edson as an Independent Trustee to
our Board. Mr. Edson's extensive knowledge of both the affordable housing market
and low income housing tax credits will prove invaluable during his tenure with
CharterMac. At the same time, we are delighted to have Mr. White join RCC as a
consultant. His time spent with RCC will be a great benefit to CharterMac."
For more information, please visit us at www.chartermac.com.
{Page}
THE ENCLOSED MATERIALS CONTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF
THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995. THESE STATEMENTS ARE BASED ON MANAGEMENT'S CURRENT EXPECTATIONS AND
BELIEFS AND ARE SUBJECT TO A NUMBER OF FACTORS AND UNCERTAINTIES THAT COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE
FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE
DATE OF THIS PRESS RELEASE. CHARTERMAC EXPRESSLY DISCLAIMS ANY OBLIGATION OR
UNDERTAKING TO RELEASE PUBLICLY ANY UPDATES OR REVISIONS TO ANY FORWARD-LOOKING
STATEMENTS CONTAINED HEREIN TO REFLECT ANY CHANGE IN CHARTERMAC'S EXPECTATIONS
WITH REGARD THERETO OR CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH
ANY SUCH STATEMENT IS BASED.
{/TEXT}
{/DOCUMENT}
294235
|
 Nixon Peabody
As referenced in this Charter Municipal Mortgage Acceptance Company Names Charles L. Edson to Board of Trustees:
Nixon Peabody – 16, 2001 - The Board of Trustees of Charter Municipal
Mortgage Acceptance Company ("CharterMac") (AMEX: CHC) today announced that
Charles L. Edson, partner at Nixon Peabody LLP, was named an Independent member
of the Board of Trustees of the Company.
During his tenure at Nixon Peabody LLP, Mr.
_____________
Nixon Peabody – Edson, partner at Nixon Peabody LLP, was named an Independent member
of the Board of Trustees of the Company.
During his tenure at Nixon Peabody LLP, Mr. Edson has been involved in all
phases of law relating to housing development, management finance and taxation.
He currently serves
_____________
Nixon Peabody – at Georgetown University
Law Center where he teaches a seminar on federally assisted housing programs.
Mr. Edson will become a Retired Partner at Nixon Peabody LLP on February 1,
2002.
Prior to joining Nixon Peabody LLP, Mr. Edson was a partner at Peabody and
Brown. During his
_____________
Nixon Peabody – on federally assisted housing programs.
Mr. Edson will become a Retired Partner at Nixon Peabody LLP on February 1,
2002.
Prior to joining Nixon Peabody LLP, Mr. Edson was a partner at Peabody and
Brown. During his career, he has served as the Transition Director for the
_____________
dt 241962
;
CharterMac
As referenced in this Charter Municipal Mortgage Acceptance Company Names Charles L. Edson to Board of Trustees:
CHARTERMAC – {DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}3
{FILENAME}a2063234zex-99_1.txt
{DESCRIPTION}EXHIBIT 99.1
{TEXT}
{Page}
Exhibit 99.1
AT CHARTERMAC FINANCIAL RELATIONS BOARD/BSMG WORLDWIDE
Brenda Abuaf Joseph Calabrese - General Info (212) 445-8434
Director of Shareholder Services Maura Gedid - Analyst Info (
_____________
"CharterMac" – CHARLES L. EDSON TO BOARD OF TRUSTEES
NEW YORK, NY - JULY 16, 2001 - The Board of Trustees of Charter Municipal
Mortgage Acceptance Company ("CharterMac" ) (AMEX: CHC) today announced that
Charles L. Edson, partner at Nixon Peabody LLP, was named an Independent member
of the Board of
_____________
CharterMac – a
graduate of Harvard Law School.
Mr. Edson replaces Thomas W. White who has served as an Independent Trustee on
the Board of CharterMac since 2000. Mr. White was hired as a consultant to
Related Capital Company ("RCC") and is therefore no longer deemed an Independent
Trustee
_____________
CharterMac' – White was hired as a consultant to
Related Capital Company ("RCC") and is therefore no longer deemed an Independent
Trustee as defined in CharterMac' s Amended and Restated Trust Agreement.
However, Mr. White will continue to serve CharterMac as a member of the Board of
Trustees.
Stuart
_____________
CharterMac – no longer deemed an Independent
Trustee as defined in CharterMac's Amended and Restated Trust Agreement.
However, Mr. White will continue to serve CharterMac as a member of the Board of
Trustees.
Stuart J. Boesky, President and CEO of CharterMac commented, "We are very
pleased to announce
_____________
dt 253611
;
|
Harvard
As referenced in this Charter Municipal Mortgage Acceptance Company Names Charles L. Edson to Board of Trustees:
Harvard College – mortgage market.
Additionally, Mr. Edson serves as Vice Chairman of the Maryland Historic Trust.
Mr. Edson graduated Magna Cum Laude in Government from Harvard College where he
was also a Missouri nominee in the Rhodes Scholar competition. Mr. Edson is a
graduate of Harvard Law School.
Mr. Edson
_____________
dt 246941
|
| Full Doc
| 2001 |
Charter Municipal Mortgage Acceptance Company Names Charles L. Edson to Board of Trustees
Charter Municipal Mortgage Acceptance Company Names Charles L. Edson to Board of Trustees (4K)
Doc #294244: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT}
{TYPE}EX-99.4
{SEQUENCE}4
{FILENAME}a2056773zex-99_4.txt
{DESCRIPTION}EXHIBIT 99.4
{TEXT}
{Page}
Exhibit 99.4
AT CHARTERMAC FINANCIAL RELATIONS BOARD/BSMG WORLDWIDE
Brenda Abuaf Joseph Calabrese - General Info (212) 445-8434
Director of Shareholder Services Maura Gedid - Analyst Info (212) 445-8434
(800) 831-4826
CHARTER MUNICIPAL MORTGAGE ACCEPTANCE COMPANY
NAMES CHARLES L. EDSON TO BOARD OF TRUSTEES
NEW YORK, NY - JULY 16, 2001 - The Board of Trustees of Charter Municipal
Mortgage Acceptance Company ("CharterMac") (AMEX: CHC) today announced that
Charles L. Edson, partner at Nixon Peabody LLP, was named an Independent member
of the Board of Trustees of the Company.
During his tenure at Nixon Peabody LLP, Mr. Edson has been involved in all
phases of law relating to housing development, management finance and taxation.
He currently serves as counsel to a myriad of governmental, trade and public
interest entities and groups on housing and legislative matters and is the
Co-Editor-in-Chief for the Housing and Development Reporter, a news and
information service published by The West Group. Furthermore, Mr. Edson chairs
numerous housing seminars, lecturing extensively on housing and development
matters and also serves as an Adjunct Professor of Law at Georgetown University
Law Center where he teaches a seminar on federally assisted housing programs.
Mr. Edson will become a Retired Partner at Nixon Peabody LLP on February 1,
2002.
Prior to joining Nixon Peabody LLP, Mr. Edson was a partner at Peabody and
Brown. During his career, he has served as the Transition Director for the
Department of Housing and Urban Development on President Carter's transition
staff and has also held the position of Chief in the Public Housing Section at
the Office of General Counselor at the Department of Housing and Urban
Development. Mr. Edson is also the Author and co-author of a number of
publications pertaining to federally assisted, Section 8 and affordable, senior,
low and moderate-income housing as well as the secondary mortgage market.
Additionally, Mr. Edson serves as Vice Chairman of the Maryland Historic Trust.
Mr. Edson graduated Magna Cum Laude in Government from Harvard College where he
was also a Missouri nominee in the Rhodes Scholar competition. Mr. Edson is a
graduate of Harvard Law School.
Mr. Edson replaces Thomas W. White who has served as an Independent Trustee on
the Board of CharterMac since 2000. Mr. White was hired as a consultant to
Related Capital Company ("RCC") and is therefore no longer deemed an Independent
Trustee as defined in CharterMac's Amended and Restated Trust Agreement.
However, Mr. White will continue to serve CharterMac as a member of the Board of
Trustees.
Stuart J. Boesky, President and CEO of CharterMac commented, "We are very
pleased to announce the addition of Charles Edson as an Independent Trustee to
our Board. Mr. Edson's extensive knowledge of both the affordable housing market
and low income housing tax credits will prove invaluable during his tenure with
CharterMac. At the same time, we are delighted to have Mr. White join RCC as a
consultant. His time spent with RCC will be a great benefit to CharterMac."
For more information, please visit us at www.chartermac.com.
{Page}
THE ENCLOSED MATERIALS CONTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF
THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995. THESE STATEMENTS ARE BASED ON MANAGEMENT'S CURRENT EXPECTATIONS AND
BELIEFS AND ARE SUBJECT TO A NUMBER OF FACTORS AND UNCERTAINTIES THAT COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE
FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE
DATE OF THIS PRESS RELEASE. CHARTERMAC EXPRESSLY DISCLAIMS ANY OBLIGATION OR
UNDERTAKING TO RELEASE PUBLICLY ANY UPDATES OR REVISIONS TO ANY FORWARD-LOOKING
STATEMENTS CONTAINED HEREIN TO REFLECT ANY CHANGE IN CHARTERMAC'S EXPECTATIONS
WITH REGARD THERETO OR CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH
ANY SUCH STATEMENT IS BASED.
{/TEXT}
{/DOCUMENT}
294244
|
Nixon Peabody
As referenced in this Charter Municipal Mortgage Acceptance Company Names Charles L. Edson to Board of Trustees:
Nixon Peabody – 16, 2001 - The Board of Trustees of Charter Municipal
Mortgage Acceptance Company ("CharterMac") (AMEX: CHC) today announced that
Charles L. Edson, partner at Nixon Peabody LLP, was named an Independent member
of the Board of Trustees of the Company.
During his tenure at Nixon Peabody LLP, Mr.
_____________
Nixon Peabody – Edson, partner at Nixon Peabody LLP, was named an Independent member
of the Board of Trustees of the Company.
During his tenure at Nixon Peabody LLP, Mr. Edson has been involved in all
phases of law relating to housing development, management finance and taxation.
He currently serves
_____________
Nixon Peabody – at Georgetown University
Law Center where he teaches a seminar on federally assisted housing programs.
Mr. Edson will become a Retired Partner at Nixon Peabody LLP on February 1,
2002.
Prior to joining Nixon Peabody LLP, Mr. Edson was a partner at Peabody and
Brown. During his
_____________
Nixon Peabody – on federally assisted housing programs.
Mr. Edson will become a Retired Partner at Nixon Peabody LLP on February 1,
2002.
Prior to joining Nixon Peabody LLP, Mr. Edson was a partner at Peabody and
Brown. During his career, he has served as the Transition Director for the
_____________
dt 241963
;
CharterMac
As referenced in this Charter Municipal Mortgage Acceptance Company Names Charles L. Edson to Board of Trustees:
CHARTERMAC – {DOCUMENT}
{TYPE}EX-99.4
{SEQUENCE}4
{FILENAME}a2056773zex-99_4.txt
{DESCRIPTION}EXHIBIT 99.4
{TEXT}
{Page}
Exhibit 99.4
AT CHARTERMAC FINANCIAL RELATIONS BOARD/BSMG WORLDWIDE
Brenda Abuaf Joseph Calabrese - General Info (212) 445-8434
Director of Shareholder Services Maura Gedid - Analyst Info (
_____________
"CharterMac" – CHARLES L. EDSON TO BOARD OF TRUSTEES
NEW YORK, NY - JULY 16, 2001 - The Board of Trustees of Charter Municipal
Mortgage Acceptance Company ("CharterMac" ) (AMEX: CHC) today announced that
Charles L. Edson, partner at Nixon Peabody LLP, was named an Independent member
of the Board of
_____________
CharterMac – a
graduate of Harvard Law School.
Mr. Edson replaces Thomas W. White who has served as an Independent Trustee on
the Board of CharterMac since 2000. Mr. White was hired as a consultant to
Related Capital Company ("RCC") and is therefore no longer deemed an Independent
Trustee
_____________
CharterMac' – White was hired as a consultant to
Related Capital Company ("RCC") and is therefore no longer deemed an Independent
Trustee as defined in CharterMac' s Amended and Restated Trust Agreement.
However, Mr. White will continue to serve CharterMac as a member of the Board of
Trustees.
Stuart
_____________
CharterMac – no longer deemed an Independent
Trustee as defined in CharterMac's Amended and Restated Trust Agreement.
However, Mr. White will continue to serve CharterMac as a member of the Board of
Trustees.
Stuart J. Boesky, President and CEO of CharterMac commented, "We are very
pleased to announce
_____________
dt 253616
;
|
Harvard
As referenced in this Charter Municipal Mortgage Acceptance Company Names Charles L. Edson to Board of Trustees:
Harvard College – mortgage market.
Additionally, Mr. Edson serves as Vice Chairman of the Maryland Historic Trust.
Mr. Edson graduated Magna Cum Laude in Government from Harvard College where he
was also a Missouri nominee in the Rhodes Scholar competition. Mr. Edson is a
graduate of Harvard Law School.
Mr. Edson
_____________
dt 246942
|
Preview
Full Doc
| 2007 |
Administrative Services Agreement
Administrative Services Agreement (29K)
Doc #2694015: Click preview link for longer preview.
ADMINISTRATIVE SERVICES AGREEMENT
between
BARTON INCORPORATED
and
CROWN IMPORTS LLC
Dated: January 2, 2007
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS
1
ARTICLE II SERVICES
2
2.1
Provision of Services
2
2.2
Standard of Care for Performance of Services
2
ARTICLE III OFFICE SPACE
2
3.1
License
2
3.2
. . .
2694015
|
Nixon Peabody
As referenced in this Administrative Services Agreement:
Nixon Peabody – follows:
If to BI:
Barton Incorporated
One South Dearborn Street
Suite 1700
Chicago, IL 60603
Attention: General Counsel
Telephone: (312) 346-9200
Facsimile: (312) 346-7488
With a copy to:
Nixon Peabody LLP
1300 Clinton Square
Rochester, NY 14604
Attention: James A. Locke III
Telephone: (585) 263-1000
Facsimile: (585) 263-1600
- 8 -
If to the Company:
To each of BI
_____________
dt 1691117
;
|
Cravath
As referenced in this Administrative Services Agreement:
Cravath, Swaine – To each of BI and :
Crown Imports LLC
One South Dearborn St., #1700
Chicago, IL 60603
Attention: President
Telephone: (312) 873-9600
Facsimile: (312) 346-7488
With a copy to:
Cravath, Swaine & Moore LLP
825 Eighth Avenue
New York, NY 10019
Attention: David Mercado
Telephone: (212) 474-1000
Facsimile: (212) 474-3700
or such other address or addresses or facsimile
_____________
dt 1687051
|
Preview
Full Doc
| 2004 |
Advisory Services Agreement
Advisory Services Agreement (45K)
Doc #1560219: Click preview link for longer preview.
ADVISORY SERVICES AGREEMENT
ADVISORY SERVICES AGREEMENT (the "Agreement"), made as of April 1, 2004, by
and between BOSTON CAPITAL REAL ESTATE INVESTMENT TRUST, INC., a Maryland
corporation (the "Company"), and BOSTON CAPITAL REIT ADVISORS, LLC, a Delaware
limited liability company (the "Advisor").
WITNESSETH:
WHEREAS, the Company will file with the Securities and Exchange Commission
a registration statement on Form S-11 (the "Registration Statement"), to
register its shares of . . .
1560219
|
Nixon Peabody
As referenced in this Advisory Services Agreement:
Nixon Peabody – Boston Capital Real Estate Investment Trust, Inc.
c/o Boston Capital Corporation
One Boston Place, Suite 2100
Boston, Massachusetts 02108-4406
Attn: Jeffrey H. Goldstein, President
with a copy to:
Nixon Peabody LLP
101 Federal Street
Boston, MA 02210
Attn: Alexander J. Jordan, Jr., Esq.
(b) If to the Advisor, to:
Boston Capital REIT Advisors, LLC
c/o Boston Capital Corporation
_____________
Nixon Peabody – Advisor, to:
Boston Capital REIT Advisors, LLC
c/o Boston Capital Corporation
One Boston Place, Suite 2100
Boston, Massachusetts 02108-4406
Attn: John P. Manning, President
with a copy to:
Nixon Peabody LLP
101 Federal Street
Boston, MA 02210
Attn: Alexander J. Jordan, Jr., Esq.
or to such other address or to the attention of such other person as
recipient party
_____________
dt 1385265
;
| |
Preview
Full Doc
| 2004 |
Advisory Services Agreement
Advisory Services Agreement (45K)
Doc #1560223: Click preview link for longer preview.
ADVISORY SERVICES AGREEMENT
ADVISORY SERVICES AGREEMENT (the "Agreement"), made as of April 1, 2004, by
and between BOSTON CAPITAL REAL ESTATE INVESTMENT TRUST, INC., a Maryland
corporation (the "Company"), and BOSTON CAPITAL REIT ADVISORS, LLC, a Delaware
limited liability company (the "Advisor").
WITNESSETH:
WHEREAS, the Company will file with the Securities and Exchange Commission
a registration statement on Form S-11 (the "Registration Statement"), to
register its shares of . . .
1560223
|
Nixon Peabody
As referenced in this Advisory Services Agreement:
Nixon Peabody – Boston Capital Real Estate Investment Trust, Inc.
c/o Boston Capital Corporation
One Boston Place, Suite 2100
Boston, Massachusetts 02108-4406
Attn: Jeffrey H. Goldstein, President
with a copy to:
Nixon Peabody LLP
101 Federal Street
Boston, MA 02210
Attn: Alexander J. Jordan, Jr., Esq.
(b) If to the Advisor, to:
Boston Capital REIT Advisors, LLC
c/o Boston Capital Corporation
_____________
Nixon Peabody – Advisor, to:
Boston Capital REIT Advisors, LLC
c/o Boston Capital Corporation
One Boston Place, Suite 2100
Boston, Massachusetts 02108-4406
Attn: John P. Manning, President
with a copy to:
Nixon Peabody LLP
101 Federal Street
Boston, MA 02210
Attn: Alexander J. Jordan, Jr., Esq.
or to such other address or to the attention of such other person as
recipient party
_____________
dt 1385266
;
| |
Preview
Full Doc
| 2004 |
Advisory Services Agreement
Advisory Services Agreement (48K)
Doc #1560233: Click preview link for longer preview.
ADVISORY SERVICES AGREEMENT
ADVISORY SERVICES AGREEMENT (the "Agreement"), made as of April 1,
2004, by and between BOSTON CAPITAL REAL ESTATE INVESTMENT TRUST, INC., a
Maryland corporation (the "Company"), and BOSTON CAPITAL REIT ADVISORS, LLC, a
Delaware limited liability company (the "Advisor").
WITNESSETH:
WHEREAS, the Company will file with the Securities and Exchange
Commission a registration statement on Form S-11 (the "Registration Statement"),
to register its . . .
1560233
|
Nixon Peabody
As referenced in this Advisory Services Agreement:
Nixon Peabody – Boston Capital Real Estate Investment Trust, Inc.
c/o Boston Capital Corporation
One Boston Place, Suite 2100
Boston, Massachusetts 02108-4406
Attn: Jeffrey H. Goldstein, President
with a copy to:
Nixon Peabody LLP
101 Federal Street
Boston, MA 02210
Attn: Alexander J. Jordan, Jr., Esq.
12
(b) If to the Advisor, to:
Boston Capital REIT Advisors, LLC
c/o Boston
_____________
Nixon Peabody – Advisor, to:
Boston Capital REIT Advisors, LLC
c/o Boston Capital Corporation
One Boston Place, Suite 2100
Boston, Massachusetts 02108-4406
Attn: John P. Manning, President
with a copy to:
Nixon Peabody LLP
101 Federal Street
Boston, MA 02210
Attn: Alexander J. Jordan, Jr., Esq.
or to such other address or to the attention of such other
person as recipient party
_____________
dt 1385267
;
| |
Preview
Full Doc
| 2003 |
Advisory Services Agreement
Advisory Services Agreement (42K)
Doc #1560266: Click preview link for longer preview.
ADVISORY SERVICES AGREEMENT
ADVISORY SERVICES AGREEMENT (the "Agreement"), made as of _______________,
2003, by and between BOSTON CAPITAL REAL ESTATE INVESTMENT TRUST, INC., a
Maryland corporation (the "Company"), and BOSTON CAPITAL REIT ADVISORS, LLC, a
Delaware limited liability company (the "Advisor").
WITNESSETH:
WHEREAS, the Company will file with the Securities and Exchange Commission
a registration statement on Form S-11 (the "Registration Statement"), to
register its shares of common . . .
1560266
|
Nixon Peabody
As referenced in this Advisory Services Agreement:
Nixon Peabody – Boston Capital Real Estate Investment Trust, Inc.
c/o Boston Capital Corporation
One Boston Place, Suite 2100
Boston, Massachusetts 02108-4406
Attn: Jeffrey H. Goldstein, President
with a copy to:
Nixon Peabody LLP
101 Federal Street
Boston, MA 02210
Attn: Alexander J. Jordan, Jr., Esq.
12
(b) If to the Advisor, to:
Boston Capital REIT Advisors, LLC
c/o Boston
_____________
Nixon Peabody – Advisor, to:
Boston Capital REIT Advisors, LLC
c/o Boston Capital Corporation
One Boston Place, Suite 2100
Boston, Massachusetts 02108-4406
Attn: John P. Manning, President
with a copy to:
Nixon Peabody LLP
101 Federal Street
Boston, MA 02210
Attn: Alexander J. Jordan, Jr., Esq.
or to such other address or to the attention of such other person as
recipient party
_____________
dt 1385269
;
| |
Preview
Full Doc
| 2003 |
Advisory Services Agreement
Advisory Services Agreement (41K)
Doc #1560292: Click preview link for longer preview.
ADVISORY SERVICES AGREEMENT
ADVISORY SERVICES AGREEMENT (the "Agreement"), made as of
_________________, 2003, by and between BOSTON CAPITAL REAL ESTATE INVESTMENT
TRUST, INC., a Maryland corporation (the "Company"), and BOSTON CAPITAL REIT
ADVISORS, LLC, a Delaware limited liability company (the "Advisor").
WITNESSETH:
WHEREAS, the Company will file with the Securities and Exchange Commission
a registration statement on Form S-11 (the "Registration Statement"), to
register its shares of common . . .
1560292
|
Nixon Peabody
As referenced in this Advisory Services Agreement:
Nixon Peabody – Boston Capital Real Estate Investment Trust, Inc.
c/o Boston Capital Corporation
One Boston Place, Suite 2100
Boston, Massachusetts 02108-4406
Attn: Jeffrey H. Goldstein, President
with a copy to:
Nixon Peabody LLP
101 Federal Street
Boston, MA 02210
Attn: Alexander J. Jordan, Jr., Esq.
(b) If to the Advisor, to:
Boston Capital REIT Advisors, LLC
c/o Boston Capital Corporation
_____________
Nixon Peabody – Boston Capital REIT Advisors, LLC
c/o Boston Capital Corporation
One Boston Place, Suite 2100
Boston, Massachusetts 02108-4406
Attn: John P. Manning, President
12
with a copy to:
Nixon Peabody LLP
101 Federal Street
Boston, MA 02210
Attn: Alexander J. Jordan, Jr., Esq.
or to such other address or to the attention of such other person as
recipient party
_____________
dt 1385271
;
| |
Preview
Full Doc
| 2004 |
Agreement
Agreement (46K)
Doc #256410: Click preview link for longer preview.
AGREEMENT
THIS AGREEMENT (this "Agreement") is made as of January 14, 2004, by and between SEMELE GROUP, INC., a Delaware corporation (the "Company") on the one hand and James A Coyne ("Coyne") and Gary D. Engle ("Engle" and together with Coyne, the "Purchasers") on the other hand.
A. Engle is the Chairman and Chief Executive Officer of the Company and Coyne is a director and Chief Operating Officer of the Company.
B. The Company is a reporting company under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and desires to . . .
256410
|
Nixon Peabody
As referenced in this Agreement:
Nixon Peabody – nationally recognized overnight courier, addressed (a) if to Purchasers, 200 Nyala Farms, Westport, CT 06880, Attention: James A. Coyne, with a copy to Nixon Peabody LLP, 437 Madison Avenue, New York, New York 10022, Attention: Richard F. Langan, Jr., Esq., or at such other address as shall
_____________
dt 127455
;
|
Semele Group
As referenced in this Agreement:
SEMELE GROUP, – 10.1 01-15-04
Exhibit 10.1
AGREEMENT
THIS AGREEMENT (this "Agreement") is made as of January 14, 2004, by and between SEMELE GROUP, INC., a Delaware corporation (the "Company") on the one hand and James A Coyne ("Coyne") and Gary D. Engle ("Engle" and together
_____________
SEMELE GROUP, – has caused this Amendment to be executed as an agreement under seal as of the date and year first written above.
THE COMPANY:
SEMELE GROUP, INC.
By: /s/ Richard K. Brock
Its: Chief Financial Officer
PURCHASERS:
/s/ James A. Coyne
JAMES A. COYNE
/s/ Gary D. Engle
_____________
SEMELE GROUP, – D. Engle
GARY D. ENGLE
EXHIBIT A
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made as of __________, 2004, by and between SEMELE GROUP, INC., a Delaware corporation (the "Company"), and ____________ ("Indemnitee").
RECITALS
WHEREAS, the Company desires that Indemnitee resign his position as a director
_____________
SEMELE GROUP, – subsidiaries or affiliated entities.
The parties hereto have executed or caused to be executed this Agreement as of the date first above written.
SEMELE GROUP, INC.
By: ______________________
James A. Coyne, President
Address: 200 Nyala Farms
Westport, CT 06880
AGREED TO AND ACCEPTED:
INDEMNITEE:
________________________
Address: _________________________
_____________
dt 130917
|
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| 2000 |
Agreement and Plan of Merger
Agreement and Plan of Merger (199K)
Doc #256447: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
DATED AS OF DECEMBER 22, 2000
BETWEEN
MILPI ACQUISITION CORP.
AND
PLM INTERNATIONAL, INC.
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
{S} {C}
ARTICLE I THE OFFER...............................................................................................1
Section 1.1 The Offer........................................................................................1
Section 1.2 Company Action...................................................................................3
Section 1.3 Directors........................................................................................4
ARTICLE II THE MERGER.............................................................................................5
Section 2.1 The Merger.......................................................................................5
Section 2.2 Closing..........................................................................................6
Section 2.3 Effective Time of the Merger.....................................................................6
Section 2.4 Effect of the Merger.............................................................................6
ARTICLE III THE SURVIVING CORPORATION.............................................................................6
Section 3.1 Certificate of Incorporation.....................................................................6
Section 3.2 By-laws..........................................................................................7
Section 3.3 Board of Directors; Officers.....................................................................7
ARTICLE IV CONVERSION OF SHARES...................................................................................7
Section 4.1 Merger Consideration.............................................................................7
Section 4.2 Stockholders' Rights at the Effective Time.......................................................8
Section 4.3 Surrender and Exchange of Share Certificates.....................................................8
Section 4.4 No Further Rights................................................................................9
Section 4.5 Dissenting Shares................................................................................9
ARTICLE V REPRESENTATIONS AND WARRANTIES OF COMPANY..............................................................10
Section 5.1 Organization and Qualification..................................................................10
Section 5.2 Capitalization..................................................................................10
Section 5.3 Authority Relative to this Agreement and the Transactions.......................................11
Section 5.4 No Conflicts, Required Filings and Consents.....................................................11
Section 5.5 Reports and Financial Statements; Liabilities...................................................12
Section 5.6 Litigation......................................................................................13
Section 5.7 Absence of Certain Changes or Events............................................................13
Section 5.8 Employee Benefit Plans..........................................................................15
Section 5.9 Labor Relations.................................................................................17
Section 5.10 Taxes..........................................................................................17
Section 5.11 Compliance with Applicable Laws................................................................18
Section 5.12 Voting Requirements............................................................................19
{/TABLE}
{PAGE}
{TABLE}
{S} {C}
Section 5.13 Assets of Company and Its Subsidiaries.........................................................19
Section 5.14 Material Contracts.............................................................................19
Section 5.15 Intellectual Property..........................................................................21
Section 5.16 Interested Party Transactions..................................................................21
Section 5.17 Environmental Matters..........................................................................22
Section 5.18 Restrictions on Business Activities............................................................23
Section 5.19 Certain Business Practices.....................................................................23
Section 5.20 Insurance......................................................................................23
Section 5.21 Brokers; Expenses..............................................................................23
Section 5.22 Board Approval.................................................................................24
Section 5.23 Opinion of Company's Fairness Opinion Advisor..................................................24
Section 5.24 Investment Company.............................................................................24
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF BUYER...............................................................25
Section 6.1 Organization and Qualification..................................................................25
Section 6.2 Authority Relative to this Agreement and the Transactions.......................................25
Section 6.3 No Conflicts, Required Filings and Consents.....................................................25
Section 6.4 Litigation......................................................................................26
Section 6.5 Brokers.........................................................................................26
Section 6.6 Financing.......................................................................................26
ARTICLE VII CONDUCT OF BUSINESS PENDING THE MERGER...............................................................26
Section 7.1 Conduct of Company Pending the Merger...........................................................26
Section 7.2 Conduct of Company's Affiliates (Excluding its Subsidiaries)
Pending the Merger.............................................................................28
Section 7.3 Special Meeting.................................................................................29
256447
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – business
days) after satisfaction or waiver of the conditions set forth in Article IX.
The Closing shall be held at the offices of Nixon Peabody LLP, 437 Madison
Avenue, New York, New York 10022, unless another place is agreed to in writing
by the parties hereto. The
_____________
Nixon Peabody – to Buyer:
MILPI Acquisition Corp.
200 Nyala Farms Road
Westport, Connecticut 06880
Attention: James A. Coyne
Facsimile: (203) 341-9988
With copies to:
Nixon Peabody LLP
437 Madison Avenue
New York, New York 10022
Attention: Richard F. Langan, Jr.
Facsimile: (212) 940-3111
or to such other
_____________
dt 127457
;
| MILPI Acquisition Corp.;
PLM International, Inc.
|
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| 2001 |
Agreement and Plan of Merger
Agreement and Plan of Merger (184K)
Doc #657255: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
DATED AS OF JANUARY 22, 2001
AMONG
CORNING INCORPORATED,
TROPEL MERGER SUB, INC.,
TROPEL CORPORATION
AND
CERTAIN STOCKHOLDERS OF TROPEL CORPORATION
TABLE OF CONTENTS
PAGE
ARTICLE I . . .
657255
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – Article IX, the closing of the Merger will take place as
promptly as practicable after satisfaction or waiver of the conditions set forth
in Article IX, at the offices of Nixon Peabody LLP, Rochester, New York, unless
another date, time or place is agreed to in writing by the parties hereto (the
"CLOSING DATE").
Section 1.3 EFFECTIVE TIME OF THE
_____________
Nixon Peabody – connection
with the Merger would not be exempt from registration under the Securities Act
based solely on Section 4(2) of the Securities Act.
(c) Parent shall have received from Nixon Peabody LLP, counsel to
Parent, a written opinion dated as of the Closing Date, based on appropriate
representations, including representations of Parent and the Company, that the
Merger qualifies as
_____________
Nixon Peabody – Telephone: 716-248-8386
If to Parent or Merger Subsidiary:
Corning Incorporated
One Riverfront Plaza
Corning, New York 14831
Attention: General Counsel
Telephone: (607) 974-5656
With a copy to:
Nixon Peabody LLP
P.O. Box 31051
Clinton Square
Rochester, New York 14603-1051
or, for courier or overnight delivery,
Nixon Peabody LLP
Clinton Square
200 Broad Street
Rochester, New York
_____________
Nixon Peabody – General Counsel
Telephone: (607) 974-5656
With a copy to:
Nixon Peabody LLP
P.O. Box 31051
Clinton Square
Rochester, New York 14603-1051
or, for courier or overnight delivery,
Nixon Peabody LLP
Clinton Square
200 Broad Street
Rochester, New York 14604
Attention: Roger W. Byrd, Esq.
Telephone: (716) 263-1687
or to such other address as any party may have
_____________
dt 1717479
;
| |
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| 2000 |
Agreement and Plan of Merger
Agreement and Plan of Merger (155K)
Doc #657470: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
DATED AS OF MAY 19, 2000
AMONG
CORNING INCORPORATED
IROQUOIS MERGER SUB, INC.
AND
INTELLISENSE CORPORATION
TABLE OF CONTENTS
PAGE
. . .
657470
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – would reasonably be expected, individually or in the
aggregate, to have a Company Material Adverse Effect since the date of this
Merger Agreement.
(d) The Parent shall have received from Nixon Peabody LLP,
counsel to the Parent, on the Closing Date, a written opinion dated as of such
date that the Merger qualifies as a reorganization within the meaning of Section
_____________
dt 1717482
;
| |
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| 2003 |
Agreement and Plan of Merger
Agreement and Plan of Merger (187K)
Doc #815146: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
MARCHEX, INC.
MARCHEX ACQUISITION CORPORATION
EFAMILY.COM, INC., AH-HA.COM, INC.
THE PRINCIPAL STOCKHOLDERS OF EFAMILY.COM, INC.
AND WITH RESPECT TO ARTICLES II AND XII ONLY
PAUL J. BROCKBANK, AS STOCKHOLDER REPRESENTATIVE
DATED FEBRUARY 19, 2003
TABLE OF CONTENTS
ARTICLE I
1
THE MERGER
1
1.1
THE MERGER
1
1.2
EFFECTIVE TIME
2
1.3
EFFECT OF THE . . .
815146
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – as practicable (and in any event within
-1-
two (2) business days) after satisfaction or waiver of the conditions set forth in Articles IX and X, at the offices of Nixon Peabody LLP, 101 Federal Street, Boston, Massachusetts, unless another date, time or place is agreed to in writing by the Company and the Parent. The date of such Closing is
_____________
Nixon Peabody – Hanni, Esq.
(b)
if to the Parent or Acquisition Corp., to:
Marchex, Inc.
2101 Fourth Avenue, Suite 1980
Seattle, WA 98121
Attention: Ethan A. Caldwell, General Counsel
with copies to:
Nixon Peabody LLP
101 Federal Street
Boston, MA 02110
Attention: Francis J. Feeney, Jr., Esq.
(c)
if to the Stockholder Representative to:
ah-ha.com, Inc.
360 West 4800 North
Provo,
_____________
dt 1717485
;
Marchex
As referenced in this Agreement and Plan of Merger:
MARCHEX, INC – EX-2.1 3 dex21.htm AGREEMENT AND PLAN OF MERGER BY REGISTRANT DATED FEBRUARY 19, 2003
Exhibit 2.1
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
MARCHEX, INC .
MARCHEX ACQUISITION CORPORATION
EFAMILY.COM, INC., AH-HA.COM, INC.
THE PRINCIPAL STOCKHOLDERS OF EFAMILY.COM, INC.
AND WITH RESPECT TO ARTICLES II AND XII ONLY
PAUL J. BROCKBANK,
_____________
Marchex, Inc – counsel to the Company and the Companys Subsidiary
-iii-
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (the Agreement) dated as of February 19, 2003 by and among Marchex, Inc ., a corporation organized under the laws of the State of Delaware (the Parent), Marchex Acquisition Corporation, a corporation organized under the laws of the State of Delaware and a
_____________
Marchex, Inc – copies to:
Stoel Rives LLP
201 South Main Street
Suite 1100
Salt Lake City, UT 84111
Attention: Clint M. Hanni, Esq.
(b)
if to the Parent or Acquisition Corp., to:
Marchex, Inc .
2101 Fourth Avenue, Suite 1980
Seattle, WA 98121
Attention: Ethan A. Caldwell, General Counsel
with copies to:
Nixon Peabody LLP
101 Federal Street
Boston, MA 02110
Attention: Francis J.
_____________
MARCHEX, INC – OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.
[Remainder of Page Intentionally Left Blank]
-54-
MARCHEX, INC .
COUNTERPART SIGNATURE PAGE
TO AGREEMENT AND PLAN OF MERGER
IN WITNESS WHEREOF, the Parent, Acquisition Corp., the Company, the Companys Subsidiary, the Companys Principal Stockholders and the Stockholder Representative
_____________
MARCHEX, INC – Stockholders and the Stockholder Representative named below have caused this Agreement to be duly executed and delivered as an instrument under seal as of the date first above written.
PARENT:
MARCHEX, INC .
By:
/s/ RUSSELL C. HOROWITZ
Name: Russell C. Horowitz
Title: Chief Executive Officer
ACQUISITION CORP:
MARCHEX ACQUISITION CORPORATION
By:
/s/ RUSSELL C. HOROWITZ
Name: Russell C. Horowitz
Title: President
_____________
dt 1716706
;
|
 U.S. Bank, NA
As referenced in this Agreement and Plan of Merger:
U.S. Bank National Association, – key managers (pro rata as to each such optionee) of the Companys Subsidiary) (collectively, the Escrow Deposit). The Escrow Deposit shall be held by and registered in the name of U.S. Bank National Association, as Escrow Agent, as security for the indemnification obligations under Article XII pursuant to the provisions of an Escrow Agreement (the Escrow Agreement) in the form of Exhibit C
_____________
dt 1700971
|
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| 2003 |
Agreement and Plan of Merger
Agreement and Plan of Merger (195K)
Doc #815148: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
MARCHEX, INC.
SITEWISE ACQUISITION CORPORATION
SITEWISE MARKETING, INC.
THE SHAREHOLDERS OF SITEWISE MARKETING, INC.
AND WITH RESPECT TO ARTICLES II, VII AND XII ONLY
GERALD WIANT, AS SHAREHOLDER REPRESENTATIVE
DATED OCTOBER 1, 2003
TABLE OF CONTENTS
ARTICLE I
1
THE MERGER
1
1.1
THE MERGER
1
1.2
EFFECTIVE TIME
2
1.3
EFFECT OF THE MERGER
. . .
815148
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
NIXON PEABODY – MERGER
48
10.7
CASH CONSIDERATION, EQUITY CONSIDERATION AND RESTRICTED STOCK CONSIDERATION: ESCROW DEPOSIT
48
10.8
SUPPORTING DOCUMENTS
49
10.9
MATERIAL ADVERSE EFFECT
49
10.10
OPINION OF NIXON PEABODY LLP
49
ARTICLE XI
49
TERMINATION
49
11.1
TERMINATION
49
11.2
EFFECT OF TERMINATION
50
ARTICLE XII
50
INDEMNIFICATION; SURVIVAL OF REPRESENTATIONS AND WARRANTIES
50
12.1
_____________
Nixon Peabody – of Escrow Agreement
- iii -
E
Form of Employment Agreement
F
Form of Stock Transfer and Restriction Agreement
G
Opinion of Tonkon Torp LLP, counsel to the Company
H
Opinion of Nixon Peabody LLP, counsel to Parent and Acquisition Corp.
- iv -
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (the Agreement) dated as of October 1, 2003 by and among
_____________
Nixon Peabody – related hereto.
10.9 Material Adverse Effect. There shall not have occurred any event which is or reasonably could result in a Parent Material Adverse Effect.
10.10 Opinion of Nixon Peabody LLP. The Parent and Acquisition Corp. shall have delivered to the Company and the Shareholders an opinion of Nixon Peabody LLP, counsel to Parent and Acquisition Corp., in substantially
_____________
Nixon Peabody – in a Parent Material Adverse Effect.
10.10 Opinion of Nixon Peabody LLP. The Parent and Acquisition Corp. shall have delivered to the Company and the Shareholders an opinion of Nixon Peabody LLP, counsel to Parent and Acquisition Corp., in substantially the form attached hereto as Exhibit H.
ARTICLE XI
TERMINATION
11.1 Termination. This Agreement may be terminated at any
_____________
Nixon Peabody – Forman, Esq.
(b)
if to the Parent or Acquisition Corp., to:
Marchex, Inc.
2101 Fourth Avenue, Suite 1980
Seattle, WA 98121
Attention: Ethan A. Caldwell, General Counsel
with copies to:
Nixon Peabody LLP
101 Federal Street
Boston, MA 02110
Attention: Francis J. Feeney, Jr., Esq.
- 54 -
All such notices and communications hereunder shall be deemed given when received, as evidenced by
_____________
dt 1717486
;
Marchex
As referenced in this Agreement and Plan of Merger:
MARCHEX, INC – EX-2.2 4 dex22.htm AGREEMENT AND PLAN OF MERGER BY REGISTRANT DATED OCTOBER 1, 2003
Exhibit 2.2
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
MARCHEX, INC .
SITEWISE ACQUISITION CORPORATION
SITEWISE MARKETING, INC.
THE SHAREHOLDERS OF SITEWISE MARKETING, INC.
AND WITH RESPECT TO ARTICLES II, VII AND XII ONLY
GERALD WIANT, AS SHAREHOLDER REPRESENTATIVE
DATED OCTOBER
_____________
Marchex, Inc – Peabody LLP, counsel to Parent and Acquisition Corp.
- iv -
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (the Agreement) dated as of October 1, 2003 by and among Marchex, Inc ., a corporation organized under the laws of the State of Delaware (the Parent), Sitewise Acquisition Corporation, a corporation organized under the laws of the State of Delaware and a
_____________
Marchex, Inc – promptly as practicable (and in any event within two (2) business days) after satisfaction or waiver of the conditions set forth in Articles IX and X, at the offices of Marchex, Inc ., 2101 4th Avenue, Suite 1980, Seattle, Washington, unless another date, time or place is agreed to in writing by the Company and the Parent. The date of such Closing
_____________
Marchex, Inc – with copies to:
Tonkon Torp LLP
1600 Pioneer Tower
888 SW Fifth Avenue
Portland, OR 97204
Attention: David Copley Forman, Esq.
(b)
if to the Parent or Acquisition Corp., to:
Marchex, Inc .
2101 Fourth Avenue, Suite 1980
Seattle, WA 98121
Attention: Ethan A. Caldwell, General Counsel
with copies to:
Nixon Peabody LLP
101 Federal Street
Boston, MA 02110
Attention: Francis J.
_____________
MARCHEX, INC – Shareholders, and the Shareholder Representative named below have caused this Agreement to be duly executed and delivered as a_ instrument under seal as of the date first above written.
PARENT:
MARCHEX, INC .
By:
/s/ RUSSELL C. HOROWITZ
Name:
Russell C. Horowitz
Title:
President and Chief Executive officer
ACQUISITION CORP:
SITEWISE ACQUISITION CORPORATION
By:
/s/ RUSSELL C. HOROWITZ
Name:
Russell C. Horowitz
_____________
dt 1716707
;
|
U.S. Bank, NA
As referenced in this Agreement and Plan of Merger:
U.S. Bank National Association, – of Company Common Stock in the amounts set forth on Schedule 2.2 (collectively, the Escrow Deposit). The Escrow Deposit shall be held by and registered in the name of U.S. Bank National Association, as Escrow Agent, as security for the indemnification obligations under Article XII pursuant to the provisions of an Escrow Agreement (the Escrow Agreement) in the form of Exhibit D
_____________
dt 1700972
|
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| 2004 |
Agreement and Plan of Merger
Agreement and Plan of Merger (202K)
Doc #837765: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
DIGITAL ANGEL CORPORATION
A DELAWARE CORPORATION
DA ACQUISITION, INC.
A DELAWARE CORPORATION
AND
OUTERLINK CORPORATION
A DELAWARE CORPORATION
DATED
NOVEMBER 2, 2003
. . .
837765
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – Agreement..............................................50
{PAGE}
{PAGE}
EXHIBITS
--------
Exhibit A Articles of Merger
Exhibit B Series A Preferred Stock Terms
Exhibit C Escrow Trust Agreement
Exhibit D Transmittal Letter
Exhibit E Opinion of Nixon Peabody LLP
Exhibit F Opinion of Winthrop & Weinstine, P.A.
SCHEDULES
---------
Schedule I Majority Stockholders/Capital Stock of OuterLink
Corporation/Consideration to be Received
Schedule 4.2 No Violations
Schedule
_____________
Nixon Peabody – all Common Stock and Series A Preferred Stock of the Company
shall have been canceled by operation of the filing of
the Certificate of Merger;
(j) the legal opinion of Nixon Peabody LLP in substantially the
form attached hereto as Exhibit E;
(k) evidence that all Company ERISA Benefit Plans and all Company
Non-ERISA Benefit Arrangements have been terminated by
_____________
Nixon Peabody – Colton, Esq.
(b) If to the Company or the Stockholders to:
OuterLink Corporation
150 Baker Avenue Extension
Concord Massachusetts 01742
Attention: Van Chu, Chief Executive Officer
with a copy to:
Nixon Peabody LLP
101 Federal Street
Boston, Massachusetts 02110
Attention: Francis J. Feeney, Jr.
(c) If to Majority Stockholders' Representative, to:
Majority Stockholders' Representative named
in the Escrow Trust Agreement
c/
_____________
Nixon Peabody – LLP
101 Federal Street
Boston, Massachusetts 02110
Attention: Francis J. Feeney, Jr.
(c) If to Majority Stockholders' Representative, to:
Majority Stockholders' Representative named
in the Escrow Trust Agreement
c/o Nixon Peabody LLP
101 Federal Street
Boston, Massachusetts 02110
Attention: Francis J. Feeney, Jr.
13.8. No Third Party Beneficiaries. This Agreement shall be binding upon
----------------------------
and inure to the benefit
_____________
dt 1717488
;
| |
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| 2003 |
Agreement and Plan of Merger
Agreement and Plan of Merger (202K)
Doc #837796: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
DIGITAL ANGEL CORPORATION
A DELAWARE CORPORATION
DA ACQUISITION, INC.
A DELAWARE CORPORATION
AND
OUTERLINK CORPORATION
A DELAWARE CORPORATION
DATED
NOVEMBER 2, 2003
. . .
837796
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – Agreement..............................................50
{PAGE}
{PAGE}
EXHIBITS
--------
Exhibit A Articles of Merger
Exhibit B Series A Preferred Stock Terms
Exhibit C Escrow Trust Agreement
Exhibit D Transmittal Letter
Exhibit E Opinion of Nixon Peabody LLP
Exhibit F Opinion of Winthrop & Weinstine, P.A.
SCHEDULES
---------
Schedule I Majority Stockholders/Capital Stock of OuterLink
Corporation/Consideration to be Received
Schedule 4.2 No Violations
Schedule
_____________
Nixon Peabody – all Common Stock and Series A Preferred Stock of the Company
shall have been canceled by operation of the filing of
the Certificate of Merger;
(j) the legal opinion of Nixon Peabody LLP in substantially the
form attached hereto as Exhibit E;
(k) evidence that all Company ERISA Benefit Plans and all Company
Non-ERISA Benefit Arrangements have been terminated by
_____________
Nixon Peabody – Colton, Esq.
(b) If to the Company or the Stockholders to:
OuterLink Corporation
150 Baker Avenue Extension
Concord Massachusetts 01742
Attention: Van Chu, Chief Executive Officer
with a copy to:
Nixon Peabody LLP
101 Federal Street
Boston, Massachusetts 02110
Attention: Francis J. Feeney, Jr.
(c) If to Majority Stockholders' Representative, to:
Majority Stockholders' Representative named
in the Escrow Trust Agreement
c/
_____________
Nixon Peabody – LLP
101 Federal Street
Boston, Massachusetts 02110
Attention: Francis J. Feeney, Jr.
(c) If to Majority Stockholders' Representative, to:
Majority Stockholders' Representative named
in the Escrow Trust Agreement
c/o Nixon Peabody LLP
101 Federal Street
Boston, Massachusetts 02110
Attention: Francis J. Feeney, Jr.
13.8. No Third Party Beneficiaries. This Agreement shall be binding upon
----------------------------
and inure to the benefit
_____________
dt 1717489
;
| |
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| 2005 |
Agreement and Plan of Merger
Agreement and Plan of Merger (177K)
Doc #885429: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
among
BOSTON ACOUSTICS, INC.,
D&M HOLDINGS U.S. INC.
and
ALLEGRO ACQUISITION CORP.
Dated as of June 8, 2005
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Page
Section 1.1.
Certain Defined Terms
1
Section 1.2.
Other Defined Terms
5
ARTICLE II
THE TRANSACTIONS
. . .
885429
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – Commonwealth of Massachusetts.
Section 2.2. Closing; Effective Time. Subject to the provisions of Article VII, the closing of the Merger (the Closing) shall take place at the offices of Nixon Peabody LLP, 100 Summer Street, Boston, Massachusetts as soon as practicable, but in no event later than the seventh Business Day after the satisfaction or waiver of the conditions set
_____________
Nixon Peabody – notices and communications shall be as follows:
(a)
if to the Company, to:
300 Jubilee Drive
Peabody, Massachusetts 01960
Telecopy: (978) 538-5091
Attention: Andrew Kotsatos
with a copy to:
Nixon Peabody LLP
100 Summer Street
Boston, Massachusetts 02110
Telecopy: (617) 345-1300
Attention: William E. Kelly, Esq.
(b)
if to Parent or Merger Sub, to:
D&M Holdings Inc.
_____________
dt 1717495
| |
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| 2003 |
Agreement and Plan of Merger
Agreement and Plan of Merger (158K)
Doc #892202: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
PRACTICEWORKS, INC.
EASTMAN KODAK COMPANY
AND
PEACH ACQUISITION, INC.
DATED AS OF
JULY 20, 2003
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
. . .
892202
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – Purchaser or Acquisition Sub to: Eastman Kodak Company
343 State Street
Rochester, NY 14650
Attention: Kenneth K. Doolittle
32
<PAGE>
Fax: (585) 724-9448
With a copy to: Nixon Peabody LLP
Clinton Square
P.O. Box 31051
Rochester, NY 14603-1051
Attention: Deborah McLean Quinn
Fax: (585) 263-1600
If to the Company to: PracticeWorks, Inc.
1765 The Exchange
_____________
dt 1717496
;
|
Kilpatrick
As referenced in this Agreement and Plan of Merger:
Kilpatrick Stockton – sheet of the Company prepared in accordance with GAAP and consistent
with prior practice.
(E) Opinions of Counsel. The Purchaser shall have received the opinions
of counsel to the Company, Kilpatrick Stockton LLP, or other counsel of national
reputation reasonably acceptable to Purchaser that the acts or omissions of the
Company subsequent to the consummation of the transactions contemplated by the
_____________
Kilpatrick Stockton – Fax: (585) 263-1600
If to the Company to: PracticeWorks, Inc.
1765 The Exchange
Atlanta, GA 30339
Attention: Chairman of the Board
Fax: (770) 850-5011
With a copy to: Kilpatrick Stockton LLP
1100 Peachtree Street
Suite 2800
Atlanta, GA 30309
Attention: Reinaldo Pascual
Fax: (404) 541-3332
8.08. DEFINITIONS. Any term defined anywhere in the Plan shall have the
_____________
dt 1716826
|
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| 2001 |
Agreement and Plan of Merger
Agreement and Plan of Merger (47K)
Doc #950047: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
AMONG
MPOWER HOLDING CORPORATION,
MPOWER MERGER COMPANY, INC.
AND
MPOWER COMMUNICATIONS CORP.
DATED AS OF MARCH 5, 2001
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
< . . .
950047
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Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – Act shall have expired or been
terminated;
(d) Holding Common Stock and Holding Series D Stock shall have been
approved for trading on the Nasdaq National Market System; and
(e) Nixon Peabody LLP shall have delivered an opinion to the parties
hereto at Closing substantially similar in form and substance to their
opinion delivered in connection with the initial filing of
_____________
dt 1717505
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| 2003 |
Agreement and Plan of Merger
Agreement and Plan of Merger (148K)
Doc #955659: Click preview link for longer preview.
-- Click here to rapidly navigate through this document
Exhibit 2
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
DIGITAL ANGEL CORPORATION
a Delaware Corporation
DA ACQUISITION, INC.
a Delaware Corporation
AND
OUTERLINK CORPORATION
a Delaware Corporation
DATED
NOVEMBER 2, 2003
AGREEMENT AND PLAN OF MERGER
TABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS
1
1.1
Affiliate
1
1.2
Articles of Merger
1
1.3
Assets
1
1.4
Best Knowledge
1
1.5
Business
. . .
955659
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – 17
Entire Agreement
40
EXHIBITS
Exhibit A
Articles of Merger
Exhibit B
Series A Preferred Stock Terms
Exhibit C
Escrow Trust Agreement
Exhibit D
Transmittal Letter
Exhibit E
Opinion of Nixon Peabody LLP
Exhibit F
Opinion of Winthrop & Weinstine, P.A.
SCHEDULES
Schedule I
Majority Stockholders/Capital Stock of OuterLink Corporation/Consideration to be Received
Schedule 4.2
No Violations
_____________
Nixon Peabody – all
Common Stock and Series A Preferred Stock of the Company shall have been canceled by operation of the filing of the Certificate of Merger;
(j) the
legal opinion of Nixon Peabody LLP in substantially the form attached hereto as Exhibit E;
(k) evidence
that all Company ERISA Benefit Plans and all Company Non-ERISA Benefit Arrangements have been terminated by
_____________
Nixon
Peabody – Colton, Esq.
(b) If
to the Company or the Stockholders to:
OuterLink
Corporation
150 Baker Avenue Extension
Concord Massachusetts 01742
Attention: Van Chu, Chief Executive Officer
with
a copy to:
Nixon
Peabody LLP
101 Federal Street
Boston, Massachusetts 02110
Attention: Francis J. Feeney, Jr.
(c) If
to Majority Stockholders' Representative, to:
Majority
Stockholders' Representative named
in the Escrow Trust Agreement
c/
_____________
Nixon Peabody – LLP
101 Federal Street
Boston, Massachusetts 02110
Attention: Francis J. Feeney, Jr.
(c) If
to Majority Stockholders' Representative, to:
Majority
Stockholders' Representative named
in the Escrow Trust Agreement
c/o Nixon Peabody LLP
101 Federal Street
Boston, Massachusetts 02110
Attention: Francis J. Feeney, Jr.
13.8. No Third Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit
_____________
dt 1717508
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| 2004 |
Agreement and Plan of Merger
Agreement and Plan of Merger (370K)
Doc #993241: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
by and among
TEKELEC,
BUCKAROO, INC.,
TAQUA, INC.,
BESSEMER VENTURE PARTNERS V L.P., as a Representative,
and
COLUMBIA CAPITAL, L.L.C., as a Representative
Dated as of February 25, 2004
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> . . .
993241
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – Merger Consideration or Warrant Consideration,
as applicable.
8
1.8 Deliveries of the Company at Closing. At the Closing, the Company
shall:
(a) deliver to Tekelec an opinion of Nixon Peabody LLP, counsel to
the Company, dated the Closing Date, in a form reasonably satisfactory to
Tekelec;
(b) deliver to Tekelec the Escrow Agreement (the "Escrow Agreement")
in substantially the
_____________
Nixon Peabody – 63102
Facsimile: (314) 259-2020
If to the Company:
Taqua, Inc.
1705 North Plano Road
Richardson, TX 75081
Attention: Donald W. Pratt
Facsimile: (972) 480-8892
With a copy to:
Nixon Peabody LLP
101 Federal Street
Boston, MA 02110
Attention: Jonathan R. Karis
Facsimile: 866-375-3459
If to the Stockholders or the Representatives:
Bessemer Venture Partners V L.P.
1865
_____________
Nixon Peabody – 9200
and
Columbia Capital, L.L.C.
201 North Union Street, Suite 300
Alexandria, VA 22314
Attention: Donald A. Doering
Facsimile: 703-519-5870
63
With a copy to:
Nixon Peabody LLP
101 Federal Street
Boston, MA 02110
Attention: Jonathan R. Karis
Facsimile: 866-375-3459
11.2 Entire Agreement. This Agreement, the Indemnification Agreement,
the Escrow Agreement, the Releases
_____________
Nixon Peabody – 914 833-9200
and
Columbia Capital, L.L.C.
201 North Union Street, Suite 300
Alexandria, VA 22314
Attention: Donald A. Doering
Facsimile: 703-519-5870
with a copy to:
Nixon Peabody LLP
101 Federal Street
Boston, MA 02110
Attention: Jonathan R. Karis
Facsimile: 866-375-3459
If to the Escrow Agent:
U.S. Bank National Association
Attn: Brian J. Kabbes
_____________
Nixon Peabody – the Closing:
Taqua, Inc.
1705 North Plano Road
Richardson, TX 75081
Attention: Donald W. Pratt
Facsimile: (972) 480-8892
4
With a copy to:
Nixon Peabody LLP
101 Federal Street
Boston, MA 02110
Attention: Jonathan R. Karis
Facsimile: 866-375-3459
If to the Major Stockholders:
Bessemer Venture Partners V L.P. Columbia Capital, L.
_____________
dt 1867374
;
U.S. Bank, NA
As referenced in this Agreement and Plan of Merger:
U.S. Bank National
Association – Agent in accordance with Section 1.7;
(b) deliver to the Company the Escrow Agreement, duly executed by
Tekelec;
9
(c) deliver $8,500,000 (the "Escrow Deposit ") to U.S. Bank National
Association (the "Escrow Agent"), to be held by the Escrow Agent in accordance
with the terms of the Escrow Agreement and Section 1.10;
(d) deliver $150,000 (the Disbursement
_____________
U.S. Bank National Association – Bessemer Venture Partners V L.P.
("Bessemer") and Columbia Capital, L.L.C. ("Columbia" and together with
Bessemer, the "Representatives"), as the representatives of the holders of
Company Shares, and U.S. Bank National Association (the "Escrow Agent").
RECITALS
A. Tsunami and Tornado have entered into an Agreement and Plan of
Merger (the "Merger Agreement"), dated as of February 25, 2004, pursuant to
which,
_____________
U.S. Bank National Association
– Facsimile: 703-519-5870
with a copy to:
Nixon Peabody LLP
101 Federal Street
Boston, MA 02110
Attention: Jonathan R. Karis
Facsimile: 866-375-3459
If to the Escrow Agent:
U.S. Bank National Association
Attn: Brian J. Kabbes
One U.S. Bank Plaza
Mail Code: SL-MO-T6CT
St. Louis, MO 63101
Telephone: (314) 418-3943
Fax: (314) 418-1225
9
13.
_____________
U.S. Bank National Association
– Financial Officer
Bessemer Venture Partners V L.P., as a
Representative
By: Deer V & Co. LLC, General Partner/
Managing Member
By:________________________________
Name: J. Edmund Colloton
Title: Manager
12
U.S. Bank National Association
By:_________________________________
Name:______________________________
Title:_______________________________
13
EXHIBIT C
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (the "Agreement") is entered into as
of February 25, 2004, by and among TEKELEC,
_____________
U.S. Bank National Association, – 25, 2004, by and among
Tekelec, the Company, Bessemer Venture Partners V L.P. and Columbia Capital,
L.L.C., as representatives of certain stockholders of the Company thereunder,
and U.S. Bank National Association, as escrow agent, (iii) the Certificate of
Merger in the form attached to the Merger Agreement as Exhibit A, and (iv) this
Agreement (collectively, the "Documents"). Each Major Stockholder
_____________
dt 1701105
;
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Bryan Cave
As referenced in this Agreement and Plan of Merger:
Bryan Cave – and specified in the Certificate of Merger in
accordance with the DGCL (the "Effective Time").
(b) The closing of the Merger (the "Closing") shall take place at
the offices of Bryan Cave LLP, St. Louis, Missouri, at 9:00 a.m., local time, on
March 25, 2004, or on such other later date as Tekelec may specify (not later
than April
_____________
Bryan Cave – 0176
and
62
Ronald W. Buckly
Tekelec
26850 West Agoura Road
Calabasas, California 91302
Facsimile: (818) 880-0176
with a copy to:
J. Mark Klamer and Katherine F. Ashton
Bryan Cave LLP
One Metropolitan Square, Suite 3600
211 North Broadway
St. Louis, Missouri 63102
Facsimile: (314) 259-2020
If to the Company:
Taqua, Inc.
1705 North Plano Road
Richardson, TX
_____________
Bryan Cave – 0176
and
Ronald W. Buckly
Tsunami
26850 West Agoura Road
Calabasas, California 91302
Facsimile: (818) 880-0176
8
with a copy to:
J. Mark Klamer and Katherine F. Ashton
Bryan Cave LLP
One Metropolitan Square, Suite 3600
211 North Broadway
St. Louis, Missouri 63102
Facsimile: (314) 259-2020
If to the Representatives:
Bessemer Venture Partners V L.P.
1865 Palmer
_____________
Bryan Cave – 91302 26850 West Agoura Road
Attention: President Calabasas, California
Facsimile No.: (818) 880-0176 91302
Facsimile: (818) 880-0176
with a copy to:
J. Mark Klamer and Katherine F. Ashton
Bryan Cave LLP
One Metropolitan Square, Suite 3600
211 North Broadway
St. Louis, Missouri 63102
Facsimile: (314) 259-2020
If to the Company prior to the Closing:
Taqua, Inc.
1705 North
_____________
dt 1720894
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| 2002 |
Agreement and Plan of Reorganization
Agreement and Plan of Reorganization (184K)
Doc #1010637: Click preview link for longer preview.
AGREEMENT AND PLAN OF REORGANIZATION
AMONG
WESTAMERICA BANCORPORATION,
WESTAMERICA BANK
AND
KERMAN STATE BANK
DATED AS OF FEBRUARY 25, 2002
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION, dated as of February 25,
2002, is between WESTAMERICA BANCORPORATION, a . . .
1010637
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Nixon Peabody
As referenced in this Agreement and Plan of Reorganization:
Nixon Peabody – State Bank
4550 Mangels Boulevard P.O. Box 356
Fairfield, CA 94585-1200 Kerman, CA 93630
With a copy to: With a copy to:
McCutchen, Doyle, Brown & Enersen, LLP Nixon Peabody LLP
Three Embarcadero Center Two Embarcadero Center, Suite 2700
San Francisco, CA 94111 San Francisco, CA 94111
Attention: Thomas G. Reddy Attention: R. Brent Faye
or to such other
_____________
dt 1385216
;
|
WestAmerica
As referenced in this Agreement and Plan of Reorganization:
WESTAMERICA BANCORPORATION, – 4
<FILENAME>f79787ex99-2.txt
<DESCRIPTION>AGREEMENT AND PLAN OF REORGANIZATION
<TEXT>
<PAGE>
EXHIBIT 99.2
AGREEMENT AND PLAN OF REORGANIZATION
AMONG
WESTAMERICA BANCORPORATION,
WESTAMERICA BANK
AND
KERMAN STATE BANK
DATED AS OF FEBRUARY 25, 2002
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION, dated as of
_____________
WESTAMERICA BANCORPORATION, – STATE BANK
DATED AS OF FEBRUARY 25, 2002
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION, dated as of February 25,
2002, is between WESTAMERICA BANCORPORATION, a California corporation ("WABC"),
WESTAMERICA BANK, a California banking corporation ("Westamerica"), and KERMAN
STATE BANK, a California banking association ("KSB").
RECITALS
A. The Boards of Directors of WABC, Westamerica
_____________
Westamerica Bancorporation – mail, postage prepaid, registered or certified mail,
addressed as follows:
To WABC: To KSB:
David L. Payne, President & C. Robert Wheeler
Chief Executive Officer President & Chief Executive Officer
Westamerica Bancorporation Kerman State Bank
4550 Mangels Boulevard P.O. Box 356
Fairfield, CA 94585-1200 Kerman, CA 93630
With a copy to: With a copy to:
McCutchen, Doyle, Brown &
_____________
WESTAMERICA BANCORPORATION
– Board
or President and its corporate seal to be hereunto affixed and attested by the
signature of its Secretary all as of the day and year first above written.
ATTEST: WESTAMERICA BANCORPORATION
By: ________________________________ By: _______________________________
Secretary Chairman, President and Chief
Executive Officer
ATTEST: WESTAMERICA BANK
By: ________________________________ By: _______________________________
Secretary Chairman, President and Chief
Executive Officer
ATTEST: KERMAN STATE BANK
_____________
dt 1448976
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| 2002 |
Agreement and Plan of Reorganization
Agreement and Plan of Reorganization (268K)
Doc #1086861: Click preview link for longer preview.
<TEXT>
AGREEMENT AND PLAN OF REORGANIZATION
BY AND BETWEEN
FIRST NIAGARA FINANCIAL GROUP, MHC,
FIRST NIAGARA FINANCIAL GROUP, INC.,
NEW FIRST NIAGARA FINANCIAL GROUP, INC.,
FIRST NIAGARA BANK
AND
FINGER LAKES BANCORP, INC. AND
SAVINGS BANK OF THE FINGER LAKES, FSB
JULY 21, 2002
<PAGE>
. . .
1086861
|
Nixon Peabody
As referenced in this Agreement and Plan of Reorganization:
Nixon Peabody – and Chief
Executive Officer
Savings Bank of the Finger Lakes, FSB
470 Exchange Street
Geneva, New York 14456
Fax: (315) 789-8747
With required copies to: Raymond J. Gustini, Esquire
Nixon Peabody LLP
401 9th Street, N.W., Suite 900
Washington, D.C. 20004-2128
Fax: (202) 585-8080
If to First Niagara Financial, William E. Swan
FNFG or First Niagara
_____________
dt 1385219
;
BNY
As referenced in this Agreement and Plan of Reorganization:
Bank of New York. – Financial.
"FDIA" shall mean the Federal Deposit Insurance Act, as amended.
"FDIC" shall mean the Federal Deposit Insurance Corporation or any
successor thereto.
"FHLB" shall mean the Federal Home Loan Bank of New York.
"First Niagara Bank" shall mean First Niagara Bank, either as a New
York chartered stock savings bank or as a Federally chartered stock savings
bank, with its principal offices
_____________
dt 1586188
;
|
First Niagara
As referenced in this Agreement and Plan of Reorganization:
FIRST NIAGARA FINANCIAL GROUP, INC. –
EX-99
3
ex99-1.txt
AGREEMENT AND PLAN OF REORGANIZATION
BY AND BETWEEN
FIRST NIAGARA FINANCIAL GROUP, MHC,
FIRST NIAGARA FINANCIAL GROUP, INC. ,
NEW FIRST NIAGARA FINANCIAL GROUP, INC.,
FIRST NIAGARA BANK
AND
FINGER LAKES BANCORP, INC. AND
SAVINGS BANK OF THE FINGER LAKES, FSB
JULY 21, 2002
TABLE OF CONTENTS
_____________
FIRST NIAGARA FINANCIAL GROUP, INC. – DOCUMENT>
EX-99
3
ex99-1.txt
AGREEMENT AND PLAN OF REORGANIZATION
BY AND BETWEEN
FIRST NIAGARA FINANCIAL GROUP, MHC,
FIRST NIAGARA FINANCIAL GROUP, INC.,
NEW FIRST NIAGARA FINANCIAL GROUP, INC. ,
FIRST NIAGARA BANK
AND
FINGER LAKES BANCORP, INC. AND
SAVINGS BANK OF THE FINGER LAKES, FSB
JULY 21, 2002
TABLE OF CONTENTS
ARTICLE I CERTAIN DEFINITIONS..................................................1
1.
_____________
FIRST
NIAGARA FINANCIAL GROUP, INC. – OF REORGANIZATION (this "Agreement"), is dated
as of July 21, 2002, by and between FIRST NIAGARA FINANCIAL GROUP, MHC, a mutual
holding company (the "Mutual Company"), its majority-owned subsidiary, FIRST
NIAGARA FINANCIAL GROUP, INC. , ("First Niagara Financial"), FIRST NIAGARA BANK,
a stock savings bank ("First Niagara Bank"), NEW FIRST NIAGARA FINANCIAL GROUP,
INC., a Delaware corporation ("FNFG"), FINGER LAKES BANCORP, INC., a Delaware
_____________
FIRST NIAGARA FINANCIAL GROUP,
INC. – a mutual
holding company (the "Mutual Company"), its majority-owned subsidiary, FIRST
NIAGARA FINANCIAL GROUP, INC., ("First Niagara Financial"), FIRST NIAGARA BANK,
a stock savings bank ("First Niagara Bank"), NEW FIRST NIAGARA FINANCIAL GROUP,
INC. , a Delaware corporation ("FNFG"), FINGER LAKES BANCORP, INC., a Delaware
corporation ("FLBC"), and its wholly-owned subsidiary, SAVINGS BANK OF THE
FINGER LAKES, FSB, a stock savings bank ("SBFL").
_____________
First Niagara Financial Group,
Inc. – principal offices located at 6950 South Transit Road, P.O. Box
514, Lockport, New York, which is a wholly owned subsidiary of First Niagara
Financial.
"First Niagara Financial" shall mean First Niagara Financial Group,
Inc. , either as a Delaware corporation or as a federal corporation, in either
case prior to consummation of the Conversion, with its principal executive
offices located at 6950 South Transit
_____________
dt 1470547
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| 2005 |
Agreement and Plan of Merger
Agreement and Plan of Merger (220K)
Doc #1133797: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
WEBEX COMMUNICATIONS, INC.,
INTRANETS.COM, INC.
AND
THE OTHER PAR
TIES SIGNATORY HERETO
Dated as of August 1, 2005
TABLE OF CONTENTS
Page
ARTICLE 1
THE MERGER
1
1.1
The Merger
1
1.2
Effective Time
2
1.3
Effect of Merger on Constituent Corporations
2
1.4
Certificate of Incorporation and Bylaws of Surviving Corporation
2
1.5
Directors and Officers of . . .
1133797
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – consents, approvals and waivers listed (or required to be listed) in Section 2.6 of the Company Disclosure Schedule.
(e) Legal Opinion. Acquirer shall have received a legal opinion from Nixon Peabody , LLP, and Kokusho Law Office, legal counsel to the Company, as to the matters set forth in Exhibit F-1 and Exhibit F-2 and shall have received a
_____________
Nixon Peabody – One Van de Graff Drive
Burlington, MA 08103
Facsimile No.: (781) 565-6330
Attn: Chief Financial Officer and Chief Executive Officer
with a copy (which shall not constitute notice) to:
Nixon Peabody , LLP
100 Summer Street
Boston, MA 02110
Facsimile No.: 617-345-1300
Attn: Carter S. Bacon, Esq.
If to the Stockholder Agent:
W Capital Partners, L.P.
One East
_____________
dt 1717531
;
|
WebEx
As referenced in this Agreement and Plan of Merger:
WEBEX COMMUNICATIONS, INC. – Exhibit 2.01 Agreement and Plan of Merger
EX-2.01 2 ex201agreement.htm EXHIBIT 2.01 AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
WEBEX COMMUNICATIONS, INC. ,
INTRANETS.COM, INC.
AND
THE OTHER PAR
TIES SIGNATORY HERETO
Dated as of August 1, 2005
TABLE OF CONTENTS
Page
ARTICLE 1
THE MERGER
1
1.1
The Merger
_____________
WEBEX COMMUNICATIONS, INC. – Exhibit G Form of Support Agreement
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of August 1, 2005, by and among WEBEX COMMUNICATIONS, INC. , a Delaware corporation (?ACQUIRER?), ATLANTIC ACQUISITION SUBSIDIARY, INC., a Delaware corporation and wholly owned subsidiary of Acquirer (?Merger Subsidiary?) and INTRANETS.COM, INC., a Delaware corpora-tion (the ?Company?),
_____________
WebEx Communications, Inc. – facsimile transmission against facsimile confirmation or mailed by internationally recognized overnight courier prepaid, to the parties at the following addresses or facsimile numbers:
If to Acquirer or Merger Subsidiary to:
WebEx Communications, Inc.
3979 Freedom Circle
Santa Clara, CA 95054
Facsimile No.: (408) 496-4349
Attn: President and General Counsel
with a copy (which shall not constitute notice) to:
Pillsbury Winthrop Shaw
_____________
WEBEX COMMUNICATIONS, INC. – signed by their duly authorized representatives, all as of the date first written above.
INTRANETS.COM, INC.
By /s/ Rick H. Faulk
Name Rick H. Faulk
Title President and CEO
WEBEX COMMUNICATIONS, INC.
By /s/ Subrah S. Iyar
Name Subrah S. Iyar
Title Chief Executive Officer
ATLANTIC ACQUISITION SUBSIDIARY, INC.
By /s/ Bill Heil
Name Bill Heil
Title President
W CAPITAL PARTNERS,
_____________
dt 1737546
|
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| 2003 |
Agreement and Plan of Merger
Agreement and Plan of Merger (225K)
Doc #1181051: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
DATED AS OF APRIL 4, 2003
BY AND BETWEEN
BRUKER DALTONICS INC.
AND
BRUKER AXS INC.
TABLE OF CONTENTS
ARTICLE I CERTAIN DEFINITIONS
1
ARTICLE II THE MERGER
6
Section 2.1.
The Merger
6
Section 2.2.
Effective Time of the Merger
6
Section 2.3.
Effects of the Merger
6
Section 2.4.
Closing
6
Section 2.5.
Certificate of Incorporation
7
Section 2.6.
By-laws
7
Section 2.7.
Directors and . . .
1181051
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – Facsimile: 978-667-5993
with copies to:
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
Attention: Frederick W. Kanner, Esq.
Facsimile: 212-259-6333
and
Nixon Peabody LLP
101 Federal Street
Boston, Massachusetts 02110
Attention: Richard M. Stein, Esq.
Facsimile: 617-951-1295
(ii)
if to Company to:
Bruker AXS Inc.
5465 East Cheryl Parkway
Madison,
_____________
Nixon Peabody – 608-276-3006
48
with copies to:
Gray Cary Ware & Freidenrich LLP
400 Hamilton Avenue
Palo Alto, California 94301
Attention: Diane Holt Frankle, Esq.
Facsimile: 650-833-2001
and
Nixon Peabody LLP
101 Federal Street
Boston, Massachusetts 02110
Attention: Richard M. Stein, Esq.
Facsimile: 617-951-1295
Section 10.3. Interpretation. When a reference is made in this Agreement to
_____________
dt 1717537
;
|
Gray Cary
As referenced in this Agreement and Plan of Merger:
Gray Cary – not so qualified; and Company shall have received a certificate of an executive officer of Parent to such effect.
(c) Tax Opinion. Company shall have received a written opinion of Gray Cary Ware & Freidenrich LLP, counsel to the Company Special Committee, in form and substance reasonably satisfactory to Company and dated the Closing Date, to the effect that for federal
_____________
Gray Cary – 951-1295
(ii)
if to Company to:
Bruker AXS Inc.
5465 East Cheryl Parkway
Madison, Wisconsin 53711
Attention: Martin Haase, Ph.D.
Facsimile: 608-276-3006
48
with copies to:
Gray Cary Ware & Freidenrich LLP
400 Hamilton Avenue
Palo Alto, California 94301
Attention: Diane Holt Frankle, Esq.
Facsimile: 650-833-2001
and
Nixon Peabody LLP
101 Federal Street
Boston, Massachusetts
_____________
dt 1723347
|
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| 2001 |
Agreement and Plan of Reorganization
Agreement and Plan of Reorganization (139K)
Doc #1205197: Click preview link for longer preview.
<DESCRIPTION>EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION
<TEXT>
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION ("Reorganization Agreement" or
"Agreement") dated as of April 25, 2001, by and among DynCorp Management
Resources Inc. (the "Company"), a Virginia corporation having its principal
executive office at 11710 Plaza America Drive, Reston, Virginia 20190, and
Newport Acquisition Corp. (" . . .
1205197
|
Nixon Peabody
As referenced in this Agreement and Plan of Reorganization:
Nixon Peabody – and Articles of Merger
The transactions contemplated by this Reorganization Agreement and the
Plan of Merger shall be consummated at a closing ("Closing") to be held at the
offices of Nixon Peabody LLP, 437 Madison Avenue, New York, NY 10022 on the
third business day following satisfaction of the conditions to consummation of
the Merger set forth in Article 5 hereof (
_____________
Nixon Peabody – by this
Reorganization Agreement and the Plan of Merger;
(e) Company Parent shall have received an opinion of Arnold &
Porter, and Newco Parent shall have received an opinion of Nixon Peabody LLP, in
each case in form and substance reasonably satisfactory to the Company Parent
and Newco Parent, as the case may be, dated as of the Closing Date,
substantially
_____________
Nixon Peabody – each of the Company, Newco
Parent, Newco, and the Company Parent, which letters shall be in such form and
substance as may reasonably be required by Arnold & Porter and Nixon Peabody
LLP. Each such tax representation letter shall be dated on or before the date of
such opinion and shall not have been withdrawn or modified in any material
respect
_____________
Nixon Peabody – or before the date of
such opinion and shall not have been withdrawn or modified in any material
respect as of the date of such opinion. Arnold & Porter and Nixon Peabody LLP
shall, in rendering their opinions, be entitled to rely on the facts,
representations and assumptions contained in such letters.
5.2 Conditions Precedent to Obligations of the Company
_____________
Nixon Peabody – to Newco Parent or Newco:
Tekinsight.com, Inc.
18881 Von Karman Avenue, Suite 250
Irvine, CA 92612
Attn: James Linesch
Facsimile No.: (949) 955-0086
With a required copy to:
Nixon Peabody LLP
437 Madison Avenue
New York, NY 10022
Attn: Peter W. Rothberg, Esquire
Facsimile No.: (212) 940-3111
7.5 Captions
The captions contained in this Reorganization Agreement are
_____________
dt 1385232
;
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| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (153K)
Doc #1252289: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND BETWEEN
WESTERN ALLIANCE BANCORPORATION,
AND
BANK OF NEVADA
DATED AS OF
January 16, 2006
TABLE OF CONTENTS
Page
ARTICLE I THE MERGER
1
1.1 The Merger
1
1.2 Effective Time
2
1.3 Effects of the Merger
2
1.4 Conversion of BN Common Stock and Interim Bank Common Stock
2
1.5 Options . . .
1252289
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Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – Bank of Nevada, to:
Bank of Nevada
8275 West Flamingo Road
Las Vegas, NV 89147
Attn.: President and Chief Executive Officer
with a copy (which shall not constitute notice) to:
Nixon Peabody
Two Embarcadero Center
San Francisco, CA 94111
Attn.: Steven M. Plevin, Esq.
9.5 Interpretation.
When a reference is made in this Agreement to Sections, Exhibits or Schedules, such
_____________
dt 1717545
;
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| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (184K)
Doc #1263773: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
Unica Corporation,
Lorax Acquisition Corp.,
AND
Sane Solutions, LLC
March 7, 2006
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
. . .
1263773
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – forth below:
If to the Company:
Sane Solutions, LLC
35 Belver Avenue
North Kingstown, RI 02852
Fax: (401) 295-4154
-44-
<PAGE>
Attn: James V. Rose
Copy to:
Nixon Peabody LLP
100 Summer Street
Boston, MA 02110
Fax: (866) 368-6624
Attn: David M. Barbash, Esq.
If to the Buyer or the Merger Subsidiary:
Unica Corporation
Reservoir Place North
_____________
Nixon Peabody – Esq.
If to the Indemnifying Members:
James V. Rose
3 Preston Drive
North Kingstown, RI 02852
Frank J. Faubert Jr.
1595 High Hawk Road
East Greenwich, RI 02818
Copy to:
Nixon Peabody LLP
100 Summer Street
Boston, MA 02110
Fax: (866) 368-6624
Attn: David M. Barbash, Esq.
If to the Escrow Agent:
American Stock Transfer & Trust Company
6201 15th
_____________
dt 1717547
;
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| 2003 |
Agreement and Plan of Merger
Agreement and Plan of Merger (142K)
Doc #1298653: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
by and among
PRACTICEWORKS, INC.
EASTMAN KODAK COMPANY
and
PEACH ACQUISITION, INC.
dated as of
July 20, 2003
1
TABLE OF CONTENTS
Page
RECITALS
6
ARTICLE I?THE MERGER
1.01
The Merger
6
(A)
The Continuing . . .
1298653
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – like notice):
If to Purchaser or Acquisition Sub to:
Eastman Kodak Company
343 State Street
Rochester, NY 14650
Attention: Kenneth K. Doolittle
Fax: (585) 724-9448
With a copy to:
Nixon Peabody LLP
Clinton Square
P.O. Box 31051
Rochester, NY 14603-1051
Attention: Deborah McLean Quinn
Fax: (585) 263-1600
If to the Company to:
PracticeWorks, Inc.
1765 The Exchange
_____________
dt 1717548
;
|
Kilpatrick
As referenced in this Agreement and Plan of Merger:
Kilpatrick Stockton – prepared in accordance with GAAP and consistent with prior practice.
30
Table of Contents
(E) Opinions of Counsel. The Purchaser shall have received the opinions of counsel to the Company, Kilpatrick Stockton LLP, or other counsel of national reputation reasonably acceptable to Purchaser that the acts or omissions of the Company subsequent to the consummation of the transactions contemplated by the
_____________
Kilpatrick Stockton – Fax: (585) 263-1600
If to the Company to:
PracticeWorks, Inc.
1765 The Exchange
Atlanta, GA 30339
Attention: Chairman of the Board
Fax: (770) 850-5011
With a copy to:
Kilpatrick Stockton LLP
1100 Peachtree Street
Suite 2800
Atlanta, GA 30309
Attention: Reinaldo Pascual
Fax: (404) 541-3332
8.08. Definitions. Any term defined anywhere in the Plan shall have the
_____________
dt 1716861
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| 2003 |
Agreement and Plan of Merger
Agreement and Plan of Merger (158K)
Doc #1298659: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
PRACTICEWORKS, INC.
EASTMAN KODAK COMPANY
AND
PEACH ACQUISITION, INC.
DATED AS OF
JULY 20, 2003
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
. . .
1298659
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – Purchaser or Acquisition Sub to: Eastman Kodak Company
343 State Street
Rochester, NY 14650
Attention: Kenneth K. Doolittle
32
<PAGE>
Fax: (585) 724-9448
With a copy to: Nixon Peabody LLP
Clinton Square
P.O. Box 31051
Rochester, NY 14603-1051
Attention: Deborah McLean Quinn
Fax: (585) 263-1600
If to the Company to: PracticeWorks, Inc.
1765 The Exchange
_____________
dt 1717549
;
|
Kilpatrick
As referenced in this Agreement and Plan of Merger:
Kilpatrick Stockton – sheet of the Company prepared in accordance with GAAP and consistent
with prior practice.
(E) Opinions of Counsel. The Purchaser shall have received the opinions
of counsel to the Company, Kilpatrick Stockton LLP, or other counsel of national
reputation reasonably acceptable to Purchaser that the acts or omissions of the
Company subsequent to the consummation of the transactions contemplated by the
_____________
Kilpatrick Stockton – Fax: (585) 263-1600
If to the Company to: PracticeWorks, Inc.
1765 The Exchange
Atlanta, GA 30339
Attention: Chairman of the Board
Fax: (770) 850-5011
With a copy to: Kilpatrick Stockton LLP
1100 Peachtree Street
Suite 2800
Atlanta, GA 30309
Attention: Reinaldo Pascual
Fax: (404) 541-3332
8.08. DEFINITIONS. Any term defined anywhere in the Plan shall have the
_____________
dt 1716862
|
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| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (271K)
Doc #1299683: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND BETWEEN
ALLIANCE FINANCIAL CORPORATION
AND
BRIDGE STREET FINANCIAL, INC.
April 23, 2006
TABLE OF CONTENTS
Page
ARTICLE I Certain Definitions
1
1.1 Certain Definitions
1
ARTICLE II The Merger
9
2.1 Merger
9
. . .
1299683
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – CLOSING
10.1 Time and Place.
Subject to the provisions of Articles IX and XI hereof, the Closing of the transactions contemplated hereby shall take place at the offices of Nixon Peabody LLP, Clinton Square, Rochester, New York, at 10:00 a.m. on the date determined by AFC, in its sole discretion, upon five (5) days prior written notice to
_____________
Nixon Peabody – other place, date or time upon which AFC and BSFI mutually agree. A pre-closing of the transactions contemplated hereby (the Pre-Closing) shall take place at the offices of Nixon Peabody LLP, at 10:00 a.m. on the day prior to the Closing Date (the Pre-Closing Date).
10.2 Deliveries at the Pre-Closing and the Closing.
At
_____________
Nixon Peabody – With required copies to:
Mr. John H. Watt
Executive Vice President
Alliance Financial Corporation
- 78 -
120 Madison Street, Tower II
18th Floor
Syracuse, New York 13202
Justin P. Doyle, Esq.
Nixon Peabody LLP
1300 Clinton Square
Rochester, New York 14604
or such other address as shall be furnished in writing by any party, and any such notice or communication shall be
_____________
dt 1717550
;
|
BNY
As referenced in this Agreement and Plan of Merger:
Bank of New York – shall have the meaning set forth in Section 3.1.3.
?FDIC? shall mean the Federal Deposit Insurance Corporation or any successor thereto.
?FHLB? shall mean the Federal Home Loan Bank of New York or any successor thereto.
?FRB? shall mean the Board of Governors of the Federal Reserve System, or any designee thereof or successor thereto.
?GAAP? shall mean accounting principles generally accepted
_____________
dt 1725839
;
Thacher Proffitt
As referenced in this Agreement and Plan of Merger:
Thacher Proffitt – to BSFI, to:
Mr. Gregory J. Kreis
President and CEO
Bridge Street Financial, Inc.
300 State Route 104
Oswego, New York 13126
With required copies to:
Richard A. Schaberg, Esq.
Thacher Proffitt & Wood LLP
1700 Pennsylvania Ave., NW
Suite 800
Washington, DC 20006
If to AFC, to:
Mr. Jack H. Webb
President and CEO
Alliance Financial Corporation
120 Madison Street,
_____________
dt 1708000
|
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Agreement and Plan of Merger
Agreement and Plan of Merger (266K)
Doc #1308670: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND BETWEEN
ALLIANCE FINANCIAL CORPORATION
AND
BRIDGE STREET FINANCIAL, INC.
April 23, 2006
TABLE OF CONTENTS
ARTICLE I Certain Definitions
1.1
Certain Definitions.
ARTICLE II The Merger
2.1
Merger.
2.2
Closing; Effective Time.
2.3
Certificate of Incorporation and Bylaws.
2.4
Directors and Officers of Surviving Corporation.
2.5
Effects of the Merger.
2.6
Tax Consequences.
2.7
Possible Alternative Structures.
2. . . .
1308670
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – CLOSING
10.1
Time and Place.
Subject to the provisions of Articles IX and XI hereof, the Closing of the transactions contemplated hereby shall take place at the offices of Nixon Peabody LLP, Clinton Square, Rochester, New York, at 10:00 a.m. on the date determined by AFC, in its sole discretion, upon five (5) days prior written notice to
_____________
Nixon Peabody – other place, date or time upon which AFC and BSFI mutually agree. A pre-closing of the transactions contemplated hereby (the Pre-Closing) shall take place at the offices of Nixon Peabody LLP, at 10:00 a.m. on the day prior to the Closing Date (the Pre-Closing Date).
10.2
Deliveries at the Pre-Closing and the Closing.
At
_____________
Nixon Peabody – 13202
With required copies to: Mr. John H. Watt
Executive Vice President
Alliance Financial Corporation
120 Madison Street, Tower II
18th Floor
Syracuse, New York 13202
Justin P. Doyle, Esq.
Nixon Peabody LLP
1300 Clinton Square
Rochester, New York 14604
or such other address as shall be furnished in writing by any party, and any such notice or communication shall be
_____________
dt 1717552
;
BNY
As referenced in this Agreement and Plan of Merger:
Bank of New York – shall have the meaning set forth in Section 3.1.3.
?FDIC? shall mean the Federal Deposit Insurance Corporation or any successor thereto.
?FHLB? shall mean the Federal Home Loan Bank of New York or any successor thereto.
?FRB? shall mean the Board of Governors of the Federal Reserve System, or any designee thereof or successor thereto.
?GAAP? shall mean accounting principles generally accepted
_____________
dt 1725938
;
|
Bridge Street
As referenced in this Agreement and Plan of Merger:
BRIDGE STREET FINANCIAL, INC – Unassociated Document
EX-2.1 2 p06-0594_ex21.htm MERGER AGREEMENT
AGREEMENT AND PLAN OF MERGER
BY AND BETWEEN
ALLIANCE FINANCIAL CORPORATION
AND
BRIDGE STREET FINANCIAL, INC .
April 23, 2006
TABLE OF CONTENTS
ARTICLE I Certain Definitions
1.1
Certain Definitions.
ARTICLE II The Merger
2.1
Merger.
2.2
Closing; Effective Time.
2.3
Certificate
_____________
Bridge Street Financial, Inc – PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (this ?Agreement?) is dated as of April 23, 2006 by and between Alliance Financial Corporation, a New York corporation (?AFC?), and Bridge Street Financial, Inc ., a Delaware corporation (?BSFI?).
Recitals
1. The Board of Directors of each of AFC and BSFI (i) has determined that this Agreement and the business combination and related transactions
_____________
Bridge Street Financial, Inc – Benefit Plan Determination Date? shall have the meaning set forth in Section 7.9.1.
?BHCA? shall mean the Bank Holding Company Act of 1956, as amended.
?BSFI? shall mean Bridge Street Financial, Inc ., a Delaware corporation with its principal office located at 300 State Route 104, Oswego, New York 13126.
?BSFI Benefit Plans? shall have the meaning set forth in Section 4.
_____________
Bridge Street Financial, Inc – 6 filed with the FRB by BSFI from December 31, 2005 through the Closing Date.
?BSFI Restricted Stock? means the shares of restricted stock of BSFI issued pursuant to the Bridge Street Financial, Inc . 2003 Recognition and Retention Plan and the Oswego County Bancorp, Inc. Restricted Stock Plan.
?BSFI Restricted Stock Plans? shall mean the restricted stock plans maintained by BSFI for the
_____________
Bridge Street Financial, Inc – the meaning set forth in Section 4.3.1.
?BSFI Stockholders Meeting? shall have the meaning set forth in Section 8.1.1.
?BSFI Stock Option Plans? shall mean the Bridge Street Financial, Inc . 2003 Stock Option Plan and the Oswego County Bancorp, Inc. Stock Option Plan.
?BSFI Subsidiary? means any corporation, 10% or more of the capital stock of which is owned,
_____________
dt 1748201
;
Thacher Proffitt
As referenced in this Agreement and Plan of Merger:
Thacher Proffitt – to BSFI, to: Mr. Gregory J. Kreis
President and CEO
Bridge Street Financial, Inc.
300 State Route 104
Oswego, New York 13126
With required copies to: Richard A. Schaberg, Esq.
Thacher Proffitt & Wood LLP
1700 Pennsylvania Ave., NW
Suite 800
Washington, DC 20006
If to AFC, to: Mr. Jack H. Webb
President and CEO
Alliance Financial Corporation
120 Madison Street,
_____________
dt 1708001
|
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Agreement and Plan of Merger
Agreement and Plan of Merger (271K)
Doc #1308678: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND BETWEEN
ALLIANCE FINANCIAL CORPORATION
AND
BRIDGE STREET FINANCIAL, INC.
April 23, 2006
TABLE OF CONTENTS
Page
ARTICLE I Certain Definitions
1
1.1 Certain Definitions
1
ARTICLE II The Merger
9
2.1 Merger
9
. . .
1308678
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – CLOSING
10.1 Time and Place.
Subject to the provisions of Articles IX and XI hereof, the Closing of the transactions contemplated hereby shall take place at the offices of Nixon Peabody LLP, Clinton Square, Rochester, New York, at 10:00 a.m. on the date determined by AFC, in its sole discretion, upon five (5) days prior written notice to
_____________
Nixon Peabody – other place, date or time upon which AFC and BSFI mutually agree. A pre-closing of the transactions contemplated hereby (the Pre-Closing) shall take place at the offices of Nixon Peabody LLP, at 10:00 a.m. on the day prior to the Closing Date (the Pre-Closing Date).
10.2 Deliveries at the Pre-Closing and the Closing.
At
_____________
Nixon Peabody – With required copies to:
Mr. John H. Watt
Executive Vice President
Alliance Financial Corporation
- 78 -
120 Madison Street, Tower II
18th Floor
Syracuse, New York 13202
Justin P. Doyle, Esq.
Nixon Peabody LLP
1300 Clinton Square
Rochester, New York 14604
or such other address as shall be furnished in writing by any party, and any such notice or communication shall be
_____________
dt 1717553
;
BNY
As referenced in this Agreement and Plan of Merger:
Bank of New York – shall have the meaning set forth in Section 3.1.3.
?FDIC? shall mean the Federal Deposit Insurance Corporation or any successor thereto.
?FHLB? shall mean the Federal Home Loan Bank of New York or any successor thereto.
?FRB? shall mean the Board of Governors of the Federal Reserve System, or any designee thereof or successor thereto.
?GAAP? shall mean accounting principles generally accepted
_____________
dt 1725939
;
|
Bridge Street
As referenced in this Agreement and Plan of Merger:
BRIDGE STREET FINANCIAL, INC – 1
EX-10.1 2 l19776aexv10w1.htm EX-10.1: AGREEMENT AND PLAN OF MERGER
Exhibit 10.1
AGREEMENT AND PLAN OF MERGER
BY AND BETWEEN
ALLIANCE FINANCIAL CORPORATION
AND
BRIDGE STREET FINANCIAL, INC .
April 23, 2006
TABLE OF CONTENTS
Page
ARTICLE I Certain Definitions
1
1.1 Certain Definitions
1
ARTICLE II The Merger
9
2.1 Merger
9
2.2 Closing;
_____________
Bridge Street Financial, Inc – PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (this ?Agreement?) is dated as of April 23, 2006 by and between Alliance Financial Corporation, a New York corporation (?AFC?), and Bridge Street Financial, Inc ., a Delaware corporation (?BSFI?).
Recitals
1. The Board of Directors of each of AFC and BSFI (i) has determined that this Agreement and the business combination and related transactions
_____________
Bridge Street Financial, Inc – Benefit Plan Determination Date? shall have the meaning set forth in Section 7.9.1.
?BHCA? shall mean the Bank Holding Company Act of 1956, as amended.
?BSFI? shall mean Bridge Street Financial, Inc ., a Delaware corporation with its principal office located at 300 State Route 104, Oswego, New York 13126.
?BSFI Benefit Plans? shall have the meaning set forth in Section 4.
_____________
Bridge Street Financial, Inc – 6 filed with the FRB by BSFI from December 31, 2005 through the Closing Date.
?BSFI Restricted Stock? means the shares of restricted stock of BSFI issued pursuant to the Bridge Street Financial, Inc . 2003 Recognition and Retention Plan and the Oswego County Bancorp, Inc. Restricted Stock Plan.
?BSFI Restricted Stock Plans? shall mean the restricted stock plans maintained by BSFI for the
_____________
Bridge Street Financial, Inc – the meaning set forth in Section 4.3.1.
?BSFI Stockholders Meeting? shall have the meaning set forth in Section 8.1.1.
?BSFI Stock Option Plans? shall mean the Bridge Street Financial, Inc . 2003 Stock Option Plan and the Oswego County Bancorp, Inc. Stock Option Plan.
?BSFI Subsidiary? means any corporation, 10% or more of the capital stock of which is owned,
_____________
dt 1748202
;
Thacher Proffitt
As referenced in this Agreement and Plan of Merger:
Thacher Proffitt – to BSFI, to:
Mr. Gregory J. Kreis
President and CEO
Bridge Street Financial, Inc.
300 State Route 104
Oswego, New York 13126
With required copies to:
Richard A. Schaberg, Esq.
Thacher Proffitt & Wood LLP
1700 Pennsylvania Ave., NW
Suite 800
Washington, DC 20006
If to AFC, to:
Mr. Jack H. Webb
President and CEO
Alliance Financial Corporation
120 Madison Street,
_____________
dt 1708002
|
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Agreement and Plan of Merger
Agreement and Plan of Merger (142K)
Doc #1345730: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
DATED AS OF NOVEMBER 9, 2000
AMONG
EASTMAN KODAK COMPANY
SUNFISH ACQUISITION CORP.
AND
LUMISYS INCORPORATED
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
. . .
1345730
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – the Parent, to:
Eastman Kodak Company
343 State Street
Rochester, NY 14650-0208
Attn: Kenneth K. Doolittle, Esq.
Telephone: 716-724-1932
Facsimile: 716-724-9448
With a copy to:
Nixon Peabody LLP
P.O. Box 31051
Clinton Square
Rochester, NY 14604-1051
Attn: Deborah McLean Quinn, Esq.
Telephone: 716-263-1307
Facsimile: 716-263-1600
or to such other address
_____________
dt 1717554
;
| |
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| 2003 |
Agreement and Plan of Merger
Agreement and Plan of Merger (337K)
Doc #1356991: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
THE NEW HAVEN SAVINGS BANK
AND
ALLIANCE BANCORP OF NEW ENGLAND, INC.
AND
TOLLAND BANK
DATED AS OF
July 15, 2003
Back to Contents
TABLE OF CONTENTS
AGREEMENT AND PLAN OF MERGER
ARTICLE I
CERTAIN DEFINITIONS
1.1
Certain Definitions
. . .
1356991
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – to Alliance or Tolland, to:
348 Hartford Turnpike (Route 30)
Vernon, Connecticut 06066
Attention: Joseph H. Rossi, President and Chief Executive Officer
Fax: (860)875-3856
With required copies to:
Nixon Peabody LLP
Suite 900
401 9th Street, N.W.
Washington, D.C. 20004-2128
Attention: Raymond J. Gustini, Esq.
Fax: (202)585-8080
If to NHSB, to:
195 Church Street
_____________
Nixon Peabody – 2(a) shall be based upon an analysis reasonably prepared Tyler Cooper & Alcorn, LLP (Tyler Cooper) and paid for by New Haven, which analysis shall be reasonably acceptable to Nixon Peabody LLP. Tyler Cooper shall provide its analysis no later than ten (10) days prior to the Effective Date of the Merger, and may use such actuaries or other firms
_____________
Nixon Peabody – a) shall be based upon an analysis reasonably prepared by Tyler Cooper & Alcorn, LLP (Tyler Cooper) and paid for by New Haven, which analysis shall be reasonably acceptable to Nixon Peabody LLP. Tyler Cooper shall provide its analysis no later than ten (10) days prior to the Effective Date of the Merger, and may use such actuaries or other firms
_____________
dt 1717559
;
| |
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| 2000 |
Agreement and Plan of Merger
Agreement and Plan of Merger (154K)
Doc #1458615: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
DATED AS OF NOVEMBER 2, 2000
AMONG
FINANCIAL INSTITUTIONS, INC.,
FI SUBSIDIARY I, INC.
AND
BATH NATIONAL CORPORATION
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of November 2,
2000, by and among FINANCIAL INSTITUTIONS, INC. ("Parent"), a New . . .
1458615
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – event within ten business days)
after satisfaction or waiver of the conditions set forth in Sections 8.1(a),
8.1(b) and 8.3(d), at the offices of Nixon Peabody LLP, Rochester, New York,
unless another date, time or place is agreed to in writing by the parties
hereto (the "Closing Date") unless this Agreement shall have been terminated
_____________
Nixon Peabody – of the
President of Parent and Merger Subsidiary, without personal liability to that
officer, to that effect.
(c) The Company shall be in receipt of an opinion of counsel
from Nixon Peabody LLP, in the form of Exhibit B hereto.
Section 8.3 CONDITIONS TO OBLIGATIONS OF PARENT AND MERGER SUBSIDIARY
TO EFFECT THE MERGER. The obligations of Parent and Merger
_____________
Nixon Peabody – Inc.
220 Liberty Street
Warsaw, New York 14569-0227
Attention: Peter G. Humphrey, President and Chief Executive
Officer
Telecopy: 716-786-1108
With a copy to:
Bruce J. Baker, Esq.
Nixon Peabody LLP
Clinton Square
Rochester, New York 14603
Telecopy: 716-263-1600
or to such other address as any party may have furnished to the other parties
in writing in
_____________
dt 1691100
;
|
Financial Inst.
As referenced in this Agreement and Plan of Merger:
FINANCIAL INSTITUTIONS, INC. – FILENAME>0002.txt
<DESCRIPTION>AGREEMENT AND PLAN OF MERGER
<TEXT>
Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
DATED AS OF NOVEMBER 2, 2000
AMONG
FINANCIAL INSTITUTIONS, INC. ,
FI SUBSIDIARY I, INC.
AND
BATH NATIONAL CORPORATION
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of November 2,
2000, by and among
_____________
FINANCIAL INSTITUTIONS, INC. – INC.,
FI SUBSIDIARY I, INC.
AND
BATH NATIONAL CORPORATION
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of November 2,
2000, by and among FINANCIAL INSTITUTIONS, INC. ("Parent"), a New York
corporation, FI SUBSIDIARY I, INC. ("Merger Subsidiary"), a New York
corporation and a wholly-owned subsidiary of Parent, and BATH NATIONAL
CORPORATION (the "Company"), a
_____________
Financial Institutions, Inc. – Elias, Matz, Tiernan & Herrick, L.L.P.
12th Floor, The Walker Building
734 15th Street
Washington, D.C. 20005
Telecopy: 202-347-2172
If to Parent or Merger Subsidiary:
Financial Institutions, Inc.
220 Liberty Street
Warsaw, New York 14569-0227
Attention: Peter G. Humphrey, President and Chief Executive
Officer
Telecopy: 716-786-1108
With a copy to:
Bruce J. Baker, Esq.
_____________
FINANCIAL INSTITUTIONS, INC. – WHEREOF, Parent, Merger Subsidiary and the Company have
caused this Agreement to be signed by their respective officers thereunder
duly authorized all as of the date first written above.
PARENT
FINANCIAL INSTITUTIONS, INC.
By /s/ Peter G. Humphrey
---------------------------------
Name: Peter G. Humphrey
Title: President and Chief Executive Officer
MERGER SUBSIDIARY
FI SUBSIDIARY I, INC.
By /s/ Peter G. Humphrey
--------------------------------
Name: Peter G.
_____________
dt 1672842
|
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| 2002 |
Agreement and Plan of Reorganization
Agreement and Plan of Reorganization (133K)
Doc #1497799: Click preview link for longer preview.
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION ("Reorganization Agreement" or
"Agreement") dated as of April 25, 2001, by and among DynCorp Management
Resources Inc. (the "Company"), a Virginia corporation having its principal
executive office at 11710 Plaza America Drive, Reston, Virginia 20190, and
Newport Acquisition Corp. ("Newco"), a Delaware corporation having its principal
executive office at 18881 Von Karman Avenue, Suite 250, Irvine, California
92612, and joined in by DynCorp ( . . .
1497799
|
Nixon Peabody
As referenced in this Agreement and Plan of Reorganization:
Nixon Peabody – and Articles of Merger
The transactions contemplated by this Reorganization Agreement and the
Plan of Merger shall be consummated at a closing ("Closing") to be held at the
offices of Nixon Peabody LLP, 437 Madison Avenue, New York, NY 10022 on the
third business day following satisfaction of the conditions to consummation of
the Merger set forth in Article 5 hereof (
_____________
Nixon Peabody – by this
Reorganization Agreement and the Plan of Merger;
(e) Company Parent shall have received an opinion of Arnold & Porter, and Newco
Parent shall have received an opinion of Nixon Peabody LLP, in each case in form
and substance reasonably satisfactory to the Company Parent and Newco Parent, as
the case may be, dated as of the Closing Date, substantially
_____________
Nixon Peabody – each of the Company, Newco Parent, Newco, and the Company Parent, which
letters shall be in such form and substance as may reasonably be required by
Arnold & Porter and Nixon Peabody LLP. Each such tax representation letter shall
be dated on or before the date of such opinion and shall not have been withdrawn
or modified in any material respect
_____________
Nixon Peabody – or before the date of such opinion and shall not have been withdrawn
or modified in any material respect as of the date of such opinion. Arnold &
Porter and Nixon Peabody LLP shall, in rendering their opinions, be entitled to
rely on the facts, representations and assumptions contained in such letters.
5.2 Conditions Precedent to Obligations of the Company
_____________
Nixon Peabody – to Newco Parent or Newco:
Tekinsight.com, Inc.
18881 Von Karman Avenue, Suite 250
Irvine, CA 92612
Attn: James Linesch
Facsimile No.: (949) 955-0086
With a required copy to:
Nixon Peabody LLP
437 Madison Avenue
New York, NY 10022
Attn: Peter W. Rothberg, Esquire
Facsimile No.: (212) 940-3111
7.5 Captions
The captions contained in this Reorganization Agreement are
_____________
dt 1385258
;
| |
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| 2000 |
Agreement and Plan of Merger
Agreement and Plan of Merger (199K)
Doc #1501197: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
DATED AS OF DECEMBER 22, 2000
BETWEEN
MILPI ACQUISITION CORP.
AND
PLM INTERNATIONAL, INC.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> . . .
1501197
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – practicable (and in any event within two business
days) after satisfaction or waiver of the conditions set forth in Article IX.
The Closing shall be held at the offices of Nixon Peabody LLP, 437 Madison
Avenue, New York, New York 10022, unless another place is agreed to in writing
by the parties hereto. The date on which the Closing occurs is
_____________
Nixon Peabody – 777-4961
-41-
<PAGE>
If to Buyer:
MILPI Acquisition Corp.
200 Nyala Farms Road
Westport, Connecticut 06880
Attention: James A. Coyne
Facsimile: (203) 341-9988
With copies to:
Nixon Peabody LLP
437 Madison Avenue
New York, New York 10022
Attention: Richard F. Langan, Jr.
Facsimile: (212) 940-3111
or to such other address as any party may have furnished
_____________
dt 1691105
;
| |
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| 2000 |
Agreement and Plan of Merger
Agreement and Plan of Merger (199K)
Doc #1502598: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
DATED AS OF DECEMBER 22, 2000
BETWEEN
MILPI ACQUISITION CORP.
AND
PLM INTERNATIONAL, INC.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> . . .
1502598
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – practicable (and in any event within two business
days) after satisfaction or waiver of the conditions set forth in Article IX.
The Closing shall be held at the offices of Nixon Peabody LLP, 437 Madison
Avenue, New York, New York 10022, unless another place is agreed to in writing
by the parties hereto. The date on which the Closing occurs is
_____________
Nixon Peabody – 777-4961
-41-
<PAGE>
If to Buyer:
MILPI Acquisition Corp.
200 Nyala Farms Road
Westport, Connecticut 06880
Attention: James A. Coyne
Facsimile: (203) 341-9988
With copies to:
Nixon Peabody LLP
437 Madison Avenue
New York, New York 10022
Attention: Richard F. Langan, Jr.
Facsimile: (212) 940-3111
or to such other address as any party may have furnished
_____________
dt 1691107
;
| |
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| 2000 |
Agreement and Plan of Merger
Agreement and Plan of Merger (199K)
Doc #1524175: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
DATED AS OF DECEMBER 22, 2000
BETWEEN
MILPI ACQUISITION CORP.
AND
PLM INTERNATIONAL, INC.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> . . .
1524175
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – practicable (and in any event within two business
days) after satisfaction or waiver of the conditions set forth in Article IX.
The Closing shall be held at the offices of Nixon Peabody LLP, 437 Madison
Avenue, New York, New York 10022, unless another place is agreed to in writing
by the parties hereto. The date on which the Closing occurs is
_____________
Nixon Peabody – 777-4961
-41-
<PAGE>
If to Buyer:
MILPI Acquisition Corp.
200 Nyala Farms Road
Westport, Connecticut 06880
Attention: James A. Coyne
Facsimile: (203) 341-9988
With copies to:
Nixon Peabody LLP
437 Madison Avenue
New York, New York 10022
Attention: Richard F. Langan, Jr.
Facsimile: (212) 940-3111
or to such other address as any party may have furnished
_____________
dt 1652442
;
| |
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| 2000 |
Agreement and Plan of Merger
Agreement and Plan of Merger (199K)
Doc #1524200: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
DATED AS OF DECEMBER 22, 2000
BETWEEN
MILPI ACQUISITION CORP.
AND
PLM INTERNATIONAL, INC.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> . . .
1524200
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – practicable (and in any event within two business
days) after satisfaction or waiver of the conditions set forth in Article IX.
The Closing shall be held at the offices of Nixon Peabody LLP, 437 Madison
Avenue, New York, New York 10022, unless another place is agreed to in writing
by the parties hereto. The date on which the Closing occurs is
_____________
Nixon Peabody – 777-4961
-41-
<PAGE>
If to Buyer:
MILPI Acquisition Corp.
200 Nyala Farms Road
Westport, Connecticut 06880
Attention: James A. Coyne
Facsimile: (203) 341-9988
With copies to:
Nixon Peabody LLP
437 Madison Avenue
New York, New York 10022
Attention: Richard F. Langan, Jr.
Facsimile: (212) 940-3111
or to such other address as any party may have furnished
_____________
dt 1652444
;
| |
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| 2000 |
Agreement and Plan of Merger
Agreement and Plan of Merger (199K)
Doc #1524224: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
DATED AS OF DECEMBER 22, 2000
BETWEEN
MILPI ACQUISITION CORP.
AND
PLM INTERNATIONAL, INC.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> . . .
1524224
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – practicable (and in any event within two business
days) after satisfaction or waiver of the conditions set forth in Article IX.
The Closing shall be held at the offices of Nixon Peabody LLP, 437 Madison
Avenue, New York, New York 10022, unless another place is agreed to in writing
by the parties hereto. The date on which the Closing occurs is
_____________
Nixon Peabody – 777-4961
-41-
<PAGE>
If to Buyer:
MILPI Acquisition Corp.
200 Nyala Farms Road
Westport, Connecticut 06880
Attention: James A. Coyne
Facsimile: (203) 341-9988
With copies to:
Nixon Peabody LLP
437 Madison Avenue
New York, New York 10022
Attention: Richard F. Langan, Jr.
Facsimile: (212) 940-3111
or to such other address as any party may have furnished
_____________
dt 1652446
;
| |
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| 2004 |
Agreement and Plan of Merger
Agreement and Plan of Merger (213K)
Doc #1574331: Click preview link for longer preview.
Annexed hereto is the Agreement and Plan of Merger, dated November 16, 2004, by
and among EC Power, Inc., EC Power Acquisition Corp. and FBC Technologies, Inc.
The schedules to the Agreement are available upon request.
<PAGE>
AGREEMENT AND PLAN OF MERGER
By and Among
EC Power, Inc.,
EC Power Acquisition Corp.,
and FBC Technologies, Inc.
Dated as of November 16, 2004
<PAGE>
. . .
1574331
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – deposited
with a nationally recognized overnight courier as follows:
If to FBC:
FBC Technologies, Inc.
P.O. Box 236
LeRoy, New York 14482
Attn: Klaus Siebert
with a copy to:
Nixon Peabody LLP
P.O. Box 31051
Rochester, New York 14603-1051
Attn: Melissa A. Mahler
32
If to EC Power, Newco or the Surviving Corporation:
EC Power, Inc.
41
_____________
dt 1652451
;
|
Patterson
As referenced in this Agreement and Plan of Merger:
Patterson, Belknap – time at which the
Merger becomes effective under New York Law.
(b) The closing of the transactions contemplated by this Agreement
(the "Closing") shall be held at the offices of Patterson, Belknap , Webb & Tyler
LLP, 1133 Avenue of the Americas, New York, New York 10036, at 10:00 a.m. on
November 16, 2004, or at such other location, time and
_____________
Patterson, Belknap – Mahler
32
If to EC Power, Newco or the Surviving Corporation:
EC Power, Inc.
41 Watchung Plaza, #386
Montclair, New Jersey 07042
Attn: William Potter
with a copy to:
Patterson, Belknap , Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
Attention: Edward F. Cox, Esq.
Any party may send any notice, request, demand, claim or other
_____________
dt 1682866
|
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| 2000 |
Agreement and Plan of Merger
Agreement and Plan of Merger (135K)
Doc #1580698: Click preview link for longer preview.
<DESCRIPTION>AGREEMENT AND PLAN OF MERGER
<TEXT>
AGREEMENT AND PLAN OF MERGER
dated as of
June 28, 2000
among
CENTRAL NEWSPAPERS, INC.,
GANNETT CO., INC.,
and
PACIFIC AND SOUTHERN INDIANA CORP.
<PAGE>
TABLE OF CONTENTS
. . .
1580698
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – Virginia
Attention: Larry F. Miller
Fax: (703) 558-3827
with a copy to:
Gannett Co., Inc.
1100 Wilson Boulevard
Arlington, Virginia
Attention: General Counsel
Fax: (703) 558-3897
and to:
Nixon Peabody LLP
401 Ninth Street, N.W.
Washington, D.C. 20004-2128
Attention: Richard F. Langan, Jr.
Fax: (212) 940-9940
if to the Company, to:
Central Newspapers, Inc.
200
_____________
dt 1652453
;
Gannett Co., Inc.
As referenced in this Agreement and Plan of Merger:
GANNETT CO., INC – EX-2.1
2
0002.txt
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER
dated as of
June 28, 2000
among
CENTRAL NEWSPAPERS, INC.,
GANNETT CO., INC .,
and
PACIFIC AND SOUTHERN INDIANA CORP.
TABLE OF CONTENTS
PAGE
ARTICLE 1
DEFINITIONS
SECTION 1.01. Definitions 1
ARTICLE 2
THE OFFER
SECTION 2.01. The Offer 6
_____________
Gannett Co., Inc – 13. Specific Performance 45
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER dated as of June 28, 2000,
among Central Newspapers, Inc., an Indiana corporation (the "Company"),
Gannett Co., Inc ., a Delaware corporation ("Parent"), and Pacific and Southern
Indiana Corp., an Indiana corporation and a wholly-owned subsidiary of Parent
("Merger Subsidiary").
WHEREAS, the respective Boards of Directors of
_____________
Gannett Co., Inc – 01. Notices. All notices, requests and other
communications to any party hereunder shall be in writing (including
facsimile transmission) and shall be given,
if to Parent or Merger Subsidiary, to:
Gannett Co., Inc .
1100 Wilson Boulevard
Arlington, Virginia
Attention: Larry F. Miller
Fax: (703) 558-3827
with a copy to:
Gannett Co., Inc.
1100 Wilson Boulevard
Arlington, Virginia
Attention: General Counsel
Fax: (
_____________
Gannett Co., Inc – shall be given,
if to Parent or Merger Subsidiary, to:
Gannett Co., Inc.
1100 Wilson Boulevard
Arlington, Virginia
Attention: Larry F. Miller
Fax: (703) 558-3827
with a copy to:
Gannett Co., Inc .
1100 Wilson Boulevard
Arlington, Virginia
Attention: General Counsel
Fax: (703) 558-3897
and to:
Nixon Peabody LLP
401 Ninth Street, N.W.
Washington, D.C. 20004-2128
Attention: Richard
_____________
GANNETT CO., INC – officers as of the day
and year first above written.
CENTRAL NEWSPAPERS, INC.
By: /s/ Louis A. Weil, III
----------------------------
Name: Louis A. Weil, III
Title: President and
Chief Executive Officer
GANNETT CO., INC .
By: /s/ Larry F. Miller
----------------------------
Name: Larry F. Miller
Title: Executive Vice President
PACIFIC AND SOUTHERN INDIANA
CORP.
By: /s/ Larry F. Miller
----------------------------
Name: Larry F. Miller
Title: Vice
_____________
dt 1679445
;
|
Goldman, Sachs
As referenced in this Agreement and Plan of Merger:
Goldman Sachs &
Co. – expected to have a Material Adverse Effect
on the Company.
SECTION 5.14. Finders' Fees. Except for DLJ, a copy of whose
engagement agreement has been provided to Parent, and Goldman Sachs &
Co. , there is no investment banker, broker, finder or other intermediary
that has been retained by or is authorized to act on behalf of the
Company or any of its
_____________
dt 1677048
;
Davis Polk
As referenced in this Agreement and Plan of Merger:
Davis Polk & Wardwell
– 212) 940-9940
if to the Company, to:
Central Newspapers, Inc.
200 E. Van Buren Street
Phoenix, Arizona 85004
Attention: Eric S. Tooker
Fax: (602) 444-8340
with copies to:
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Attention: George R. Bason, Jr.
Fax: (212) 450-4800
and
Eugene C. Pulliam Trust
c/o Frank Russell
135 North Pennsylvania
_____________
dt 1671943
|
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| 2000 |
Agreement and Plan of Merger
Agreement and Plan of Merger (142K)
Doc #1581044: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
dated as of
June 28, 2000
among
CENTRAL NEWSPAPERS, INC.,
GANNETT CO., INC.,
AND
PACIFIC AND SOUTHERN INDIANA CORP.
<PAGE> 2
TABLE OF CONTENTS
--------------
<TABLE>
<CAPTION>
. . .
1581044
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – F. Miller
Fax: (703) 558-3827
with a copy to:
Gannett Co., Inc.
1100 Wilson Boulevard
Arlington, Virginia
Attention: General Counsel
Fax: (703) 558-3897
and to:
40
45
Nixon Peabody LLP
401 Ninth Street, N.W.
Washington, D.C. 20004-2128
Attention: Richard F. Langan, Jr.
Fax: (212) 940-9940
if to the Company, to:
Central Newspapers, Inc.
200
_____________
dt 1652454
;
Gannett Co., Inc.
As referenced in this Agreement and Plan of Merger:
GANNETT CO., INC –
EXHIBIT 1
1
EXHIBIT 1
AGREEMENT AND PLAN OF MERGER
dated as of
June 28, 2000
among
CENTRAL NEWSPAPERS, INC.,
GANNETT CO., INC .,
AND
PACIFIC AND SOUTHERN INDIANA CORP.
2
TABLE OF CONTENTS
--------------
PAGE
----
ARTICLE 1
DEFINITIONS
SECTION 1.01. Definitions...................................1
ARTICLE 2
THE OFFER
SECTION
_____________
Gannett Co., Inc – 45
iii
5
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER dated as of June 28, 2000, among Central
Newspapers, Inc., an Indiana corporation (the "COMPANY"), Gannett Co., Inc ., a
Delaware corporation ("PARENT"), and Pacific and Southern Indiana Corp., an
Indiana corporation and a wholly-owned subsidiary of Parent ("MERGER
SUBSIDIARY").
WHEREAS, the respective Boards of Directors of
_____________
Gannett Co., Inc – 01. Notices. All notices, requests and other communications
to any party hereunder shall be in writing (including facsimile transmission)
and shall be given,
if to Parent or Merger Subsidiary, to:
Gannett Co., Inc .
1100 Wilson Boulevard
Arlington, Virginia
Attention: Larry F. Miller
Fax: (703) 558-3827
with a copy to:
Gannett Co., Inc.
1100 Wilson Boulevard
Arlington, Virginia
Attention: General Counsel
Fax: (
_____________
Gannett Co., Inc – shall be given,
if to Parent or Merger Subsidiary, to:
Gannett Co., Inc.
1100 Wilson Boulevard
Arlington, Virginia
Attention: Larry F. Miller
Fax: (703) 558-3827
with a copy to:
Gannett Co., Inc .
1100 Wilson Boulevard
Arlington, Virginia
Attention: General Counsel
Fax: (703) 558-3897
and to:
40
45
Nixon Peabody LLP
401 Ninth Street, N.W.
Washington, D.C. 20004-
_____________
GANNETT CO., INC – officers as of the day and year
first above written.
CENTRAL NEWSPAPERS, INC.
By: /s/ Louis A. Weil, III
--------------------------------------
Name: Louis A. Weil, III
Title: President and
Chief Executive Officer
GANNETT CO., INC .
By: /s/ Larry F. Miller
--------------------------------------
Name: Larry F. Miller
Title: Executive Vice President
PACIFIC AND SOUTHERN INDIANA CORP.
By: /s/ Larry F. Miller
--------------------------------------
Name: Larry F. Miller
Title: Vice
_____________
dt 1868873
;
|
Goldman, Sachs
As referenced in this Agreement and Plan of Merger:
Goldman Sachs & Co. – expected to have a
Material Adverse Effect on the Company.
SECTION 5.14. Finders' Fees. Except for DLJ, a copy of whose engagement
agreement has been provided to Parent, and Goldman Sachs & Co. , there is no
investment banker, broker, finder or other intermediary that has been retained
by or is authorized to act on behalf of the Company or any of its
_____________
dt 1677049
;
Davis Polk
As referenced in this Agreement and Plan of Merger:
Davis Polk & Wardwell
– 212) 940-9940
if to the Company, to:
Central Newspapers, Inc.
200 E. Van Buren Street
Phoenix, Arizona 85004
Attention: Eric S. Tooker
Fax: (602) 444-8340
with copies to:
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Attention: George R. Bason, Jr.
Fax: (212) 450-4800
and
Eugene C. Pulliam Trust
c/o Frank Russell
135 North Pennsylvania
_____________
dt 1671944
|
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| 2000 |
Agreement and Plan of Merger
Agreement and Plan of Merger (140K)
Doc #1581065: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
dated as of
June 28, 2000
among
CENTRAL NEWSPAPERS, INC.,
GANNETT CO., INC.,
and
PACIFIC AND SOUTHERN INDIANA CORP.
<PAGE>
TABLE OF CONTENTS
----------------------
. . .
1581065
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – Larry F. Miller
Fax: (703) 558-3827
with a copy to:
Gannett Co., Inc.
1100 Wilson Boulevard
Arlington, Virginia
Attention: General Counsel
Fax: (703) 558-3897
and to:
40
Nixon Peabody LLP
401 Ninth Street, N.W.
Washington, D.C. 20004-2128
Attention: Richard F. Langan, Jr.
Fax: (212) 940-9940
if to the Company, to:
Central Newspapers, Inc.
200
_____________
dt 1652455
;
Gannett Co., Inc.
As referenced in this Agreement and Plan of Merger:
GANNETT CO., INC – SEQUENCE>2
0002.txt
AGREEMENT AND PLAN OF MERGER
EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
dated as of
June 28, 2000
among
CENTRAL NEWSPAPERS, INC.,
GANNETT CO., INC .,
and
PACIFIC AND SOUTHERN INDIANA CORP.
TABLE OF CONTENTS
----------------------
PAGE
----
ARTICLE 1
DEFINITIONS
SECTION 1.01. Definitions...................................................1
ARTICLE 2
THE OFFER
SECTION 2.01. The Offer.....................................................6
_____________
Gannett Co., Inc – Specific Performance........................................45
iii
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER dated as of June 28, 2000, among Central
Newspapers, Inc., an Indiana corporation (the "Company"), Gannett Co., Inc ., a
Delaware corporation ("Parent"), and Pacific and Southern Indiana Corp., an
Indiana corporation and a wholly-owned subsidiary of Parent ("Merger
Subsidiary").
WHEREAS, the respective Boards of Directors of
_____________
Gannett Co., Inc – 01. Notices. All notices, requests and other communications to
any party hereunder shall be in writing (including facsimile transmission) and
shall be given,
if to Parent or Merger Subsidiary, to:
Gannett Co., Inc .
1100 Wilson Boulevard
Arlington, Virginia
Attention: Larry F. Miller
Fax: (703) 558-3827
with a copy to:
Gannett Co., Inc.
1100 Wilson Boulevard
Arlington, Virginia
Attention: General Counsel
Fax: (
_____________
Gannett Co., Inc – shall be given,
if to Parent or Merger Subsidiary, to:
Gannett Co., Inc.
1100 Wilson Boulevard
Arlington, Virginia
Attention: Larry F. Miller
Fax: (703) 558-3827
with a copy to:
Gannett Co., Inc .
1100 Wilson Boulevard
Arlington, Virginia
Attention: General Counsel
Fax: (703) 558-3897
and to:
40
Nixon Peabody LLP
401 Ninth Street, N.W.
Washington, D.C. 20004-2128
_____________
GANNETT CO., INC – authorized officers as of the day and year
first above written.
CENTRAL NEWSPAPERS, INC.
By: /s/ LOUIS A. WEIL, III
--------------------------------
Name: LOUIS A. WEIL, III
Title: President & Chief
Executive Officer
GANNETT CO., INC .
By: /s/ LARRY F. MILLER
--------------------------------
Name: LARRY F. MILLER
Title: Executive Vice President
PACIFIC AND SOUTHERN INDIANA
CORP.
By: /s/ LARRY F. MILLER
--------------------------------
Name: LARRY F. MILLER
Title: Vice
_____________
dt 1679449
;
|
Goldman, Sachs
As referenced in this Agreement and Plan of Merger:
Goldman Sachs & Co. – expected to have a
Material Adverse Effect on the Company.
SECTION 5.14. Finders' Fees. Except for DLJ, a copy of whose engagement
agreement has been provided to Parent, and Goldman Sachs & Co. , there is no
investment banker, broker, finder or other intermediary that has been retained
by or is authorized to act on behalf of the Company or any of its
_____________
dt 1677050
;
Davis Polk
As referenced in this Agreement and Plan of Merger:
Davis Polk & Wardwell
– 212) 940-9940
if to the Company, to:
Central Newspapers, Inc.
200 E. Van Buren Street
Phoenix, Arizona 85004
Attention: Eric S. Tooker
Fax: (602) 444-8340
with copies to:
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Attention: George R. Bason, Jr.
Fax: (212) 450-4800
and
Eugene C. Pulliam Trust
c/o Frank Russell
135 North Pennsylvania
_____________
dt 1671945
|
Preview
Full Doc
| 2004 |
Agreement and Plan of Merger
Agreement and Plan of Merger (168K)
Doc #1624436: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
AMONG
INTERMIX MEDIA, INC.
FL ACQUISITION CORP.
AND
FOCALEX, INC.,
Jonathan A. Lieberman and
Seth W. Lieberman
OCTOBER 7, 2004
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (this �Agreement�) is made and entered into as of October 7, 2004 (the �Agreement Date�) by and among Intermix Media, Inc., a Delaware corporation (�Parent�), FL Acquisition Corp., a Massachusetts corporation that is a wholly-owned subsidiary of Parent (�Sub�), and Focalex, . . .
1624436
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – be required to consummate the Merger, including but not limited to requirements under applicable federal and state securities laws.
10.6 Opinion of Companys Counsel. Parent will have received from Nixon Peabody LLP, counsel to Company, an opinion opining to the matters set forth in Exhibit D.
10.7 Consents. Parent will have received duly executed copies of all third-party
_____________
Nixon Peabody – Counsel
Fax Number: (310) 258-2757
If to Company:
Focalex, Inc.
90 Bridge Street
Newton, MA 02458
Attention: President and CEO
Fax Number: (617) 559-0475
with a copy to:
Nixon Peabody LLP
100 Summer Street
Boston, MA 02110
Attention: Frederick H. Grein, Jr.
Fax Number: (866) 369-4741
If to a Company Shareholder: At the most recent address of such
_____________
dt 1652456
;
| |
Preview
Full Doc
| 2005 |
Agreement and Plan of Merger
Agreement and Plan of Merger (82K)
Doc #1636994: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
DATED AS OF AUGUST 6, 2004
AMONG
BRANDS SHOPPING NETWORK INC.
BRANDS UNITED MERGER SUB, INC.,
AND
UNITED FUEL & ENERGY CORPORATION
<PAGE>
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (this "AGREEMENT"), dated as of August
6, 2004, is entered into by and . . .
1636994
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – addressed as follows:
If to United:
United Fuel & Energy Corporation
405 N. Marienfeld
Midland, Texas 79701
Attn: Scott Heller
President and CEO
Telecopy: (432) 571-8099
With copies to:
Nixon Peabody LLP
Clinton Square
P.O. Box 31051
Rochester, NY 14603-1051
Attn: Melissa Mahler, Esq.
Telecopy: (585) 263-1600
If to Brands or Merger Subsidiary:
Brands Shopping Network Inc.
_____________
dt 1652458
;
| |
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Full Doc
| 2004 |
Agreement and Plan of Merger
Agreement and Plan of Merger (74K)
Doc #1636999: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
DATED AS OF AUGUST 6, 2004
AMONG
BRANDS SHOPPING NETWORK INC.
BRANDS UNITED MERGER SUB, INC.,
AND
UNITED FUEL & ENERGY CORPORATION
<PAGE>
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (this "AGREEMENT"), dated as of August
6, 2004, is entered into by and . . .
1636999
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – addressed as follows:
If to United:
United Fuel & Energy Corporation
405 N. Marienfeld
Midland, Texas 79701
Attn: Scott Heller
President and CEO
Telecopy: (432) 571-8099
With copies to:
Nixon Peabody LLP
Clinton Square
P.O. Box 31051
Rochester, NY 14603-1051
Attn: Melissa Mahler, Esq.
Telecopy: (585) 263-1600
If to Brands or Merger Subsidiary:
Brands Shopping Network Inc.
_____________
dt 1652459
;
| |
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| 2003 |
Agreement and Plan of Merger
Agreement and Plan of Merger (225K)
Doc #1637765: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
DATED AS OF APRIL 4, 2003
BY AND BETWEEN
BRUKER DALTONICS INC.
AND
BRUKER AXS INC.
TABLE OF CONTENTS
ARTICLE I CERTAIN DEFINITIONS
1
ARTICLE II THE MERGER
6
Section 2.1.
The Merger
6
Section 2.2.
Effective Time of the Merger
6
Section 2.3.
Effects of the Merger
6
Section 2.4.
Closing
6
Section 2.5.
Certificate of Incorporation
7
Section 2.6.
By-laws
7
Section 2.7.
Directors and . . .
1637765
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – Facsimile: 978-667-5993
with copies to:
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
Attention: Frederick W. Kanner, Esq.
Facsimile: 212-259-6333
and
Nixon Peabody LLP
101 Federal Street
Boston, Massachusetts 02110
Attention: Richard M. Stein, Esq.
Facsimile: 617-951-1295
(ii)
if to Company to:
Bruker AXS Inc.
5465 East Cheryl Parkway
Madison,
_____________
Nixon Peabody – 608-276-3006
48
with copies to:
Gray Cary Ware & Freidenrich LLP
400 Hamilton Avenue
Palo Alto, California 94301
Attention: Diane Holt Frankle, Esq.
Facsimile: 650-833-2001
and
Nixon Peabody LLP
101 Federal Street
Boston, Massachusetts 02110
Attention: Richard M. Stein, Esq.
Facsimile: 617-951-1295
Section 10.3. Interpretation. When a reference is made in this Agreement to
_____________
dt 1652460
;
Citibank
As referenced in this Agreement and Plan of Merger:
Citibank, N.A. – Parent its costs and expenses (including attorneys' fees and expenses) in connection with such suit, together with interest on the amount of the Termination Fee at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made, notwithstanding the provisions of Section 7.5. The parties hereto agree that any remedy or amount payable
_____________
dt 1675723
;
|
Nasdaq Stock Market Inc.
As referenced in this Agreement and Plan of Merger:
NASDAQ Stock Market, Inc – with, this Agreement.
"Merger" shall have the meaning set forth in Section 2.1.
"Merger Consideration" shall have the meaning set forth in Section 3.1(b).
"NASDAQ" means The NASDAQ Stock Market, Inc .
"Necessary Approvals" shall have the meaning set forth in Section 4.4(f).
"Other Consents" shall have the meaning set forth in Section 7.3(a)(i).
4
"Other
_____________
dt 1678087
;
Dewey Ballantine
As referenced in this Agreement and Plan of Merger:
Dewey Ballantine – Article VIII and the termination rights set forth in Article IX, the closing of the transactions contemplated by this
6
Agreement (the "Closing") will take place at the offices of Dewey Ballantine LLP, 1301 Avenue of the Americas, New York, New York 10019 at 10:00 a.m., New York city time, on the second Business Day following the satisfaction or
_____________
Dewey Ballantine – not so qualified, and Parent shall have received a certificate of an executive officer of Company to such effect.
(c) Tax Opinion. Parent shall have received a written opinion of Dewey Ballantine LLP, counsel to the Parent Special Committee, in form and substance reasonably satisfactory to Parent and dated the Closing Date, to the effect that for federal income tax purposes
_____________
Dewey Ballantine – receive such notice:
(i)
if to Parent to:
Bruker Daltonics Inc.
40 Manning Road
Billerica, Massachusetts 01821
Attention: Frank H. Laukien, Ph.D.
Facsimile: 978-667-5993
with copies to:
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
Attention: Frederick W. Kanner, Esq.
Facsimile: 212-259-6333
and
Nixon Peabody LLP
101 Federal Street
Boston, Massachusetts
_____________
dt 1640675
;
Gray Cary
As referenced in this Agreement and Plan of Merger:
Gray Cary – not so qualified; and Company shall have received a certificate of an executive officer of Parent to such effect.
(c) Tax Opinion. Company shall have received a written opinion of Gray Cary Ware & Freidenrich LLP, counsel to the Company Special Committee, in form and substance reasonably satisfactory to Company and dated the Closing Date, to the effect that for federal
_____________
Gray Cary – 951-1295
(ii)
if to Company to:
Bruker AXS Inc.
5465 East Cheryl Parkway
Madison, Wisconsin 53711
Attention: Martin Haase, Ph.D.
Facsimile: 608-276-3006
48
with copies to:
Gray Cary Ware & Freidenrich LLP
400 Hamilton Avenue
Palo Alto, California 94301
Attention: Diane Holt Frankle, Esq.
Facsimile: 650-833-2001
and
Nixon Peabody LLP
101 Federal Street
Boston, Massachusetts
_____________
dt 1655947
|
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| 2000 |
Agreement and Plan of Merger
Agreement and Plan of Merger (142K)
Doc #2162439: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
dated as of
June 28, 2000
among
CENTRAL NEWSPAPERS, INC.,
GANNETT CO., INC.,
AND
PACIFIC AND SOUTHERN INDIANA CORP.
2
TABLE OF CONTENTS
--------------
. . .
2162439
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – F. Miller
Fax: (703) 558-3827
with a copy to:
Gannett Co., Inc.
1100 Wilson Boulevard
Arlington, Virginia
Attention: General Counsel
Fax: (703) 558-3897
and to:
40
{PAGE} 45
Nixon Peabody LLP
401 Ninth Street, N.W.
Washington, D.C. 20004-2128
Attention: Richard F. Langan, Jr.
Fax: (212) 940-9940
if to the Company, to:
Central Newspapers, Inc.
200
_____________
dt 1652492
;
Gannett Co., Inc.
As referenced in this Agreement and Plan of Merger:
GANNETT CO., INC – EX-1
{SEQUENCE}2
{FILENAME}ex1.txt
{DESCRIPTION}EXHIBIT 1
{TEXT}
{PAGE} 1
EXHIBIT 1
AGREEMENT AND PLAN OF MERGER
dated as of
June 28, 2000
among
CENTRAL NEWSPAPERS, INC.,
GANNETT CO., INC .,
AND
PACIFIC AND SOUTHERN INDIANA CORP.
{PAGE} 2
TABLE OF CONTENTS
--------------
{TABLE}
{CAPTION}
PAGE
----
{S} {C}
ARTICLE 1
DEFINITIONS
SECTION 1.01. Definitions...................................1
ARTICLE 2
THE OFFER
SECTION
_____________
Gannett Co., Inc – 45
{/TABLE}
iii
{PAGE} 5
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER dated as of June 28, 2000, among Central
Newspapers, Inc., an Indiana corporation (the "COMPANY"), Gannett Co., Inc ., a
Delaware corporation ("PARENT"), and Pacific and Southern Indiana Corp., an
Indiana corporation and a wholly-owned subsidiary of Parent ("MERGER
SUBSIDIARY").
WHEREAS, the respective Boards of Directors of
_____________
Gannett Co., Inc – 01. Notices. All notices, requests and other communications
to any party hereunder shall be in writing (including facsimile transmission)
and shall be given,
if to Parent or Merger Subsidiary, to:
Gannett Co., Inc .
1100 Wilson Boulevard
Arlington, Virginia
Attention: Larry F. Miller
Fax: (703) 558-3827
with a copy to:
Gannett Co., Inc.
1100 Wilson Boulevard
Arlington, Virginia
Attention: General Counsel
Fax: (
_____________
Gannett Co., Inc – shall be given,
if to Parent or Merger Subsidiary, to:
Gannett Co., Inc.
1100 Wilson Boulevard
Arlington, Virginia
Attention: Larry F. Miller
Fax: (703) 558-3827
with a copy to:
Gannett Co., Inc .
1100 Wilson Boulevard
Arlington, Virginia
Attention: General Counsel
Fax: (703) 558-3897
and to:
40
{PAGE} 45
Nixon Peabody LLP
401 Ninth Street, N.W.
Washington, D.C. 20004-
_____________
GANNETT CO., INC – officers as of the day and year
first above written.
CENTRAL NEWSPAPERS, INC.
By: /s/ Louis A. Weil, III
--------------------------------------
Name: Louis A. Weil, III
Title: President and
Chief Executive Officer
GANNETT CO., INC .
By: /s/ Larry F. Miller
--------------------------------------
Name: Larry F. Miller
Title: Executive Vice President
PACIFIC AND SOUTHERN INDIANA CORP.
By: /s/ Larry F. Miller
--------------------------------------
Name: Larry F. Miller
Title: Vice
_____________
dt 1622746
;
|
Goldman, Sachs
As referenced in this Agreement and Plan of Merger:
Goldman Sachs & Co. – expected to have a
Material Adverse Effect on the Company.
SECTION 5.14. Finders' Fees. Except for DLJ, a copy of whose engagement
agreement has been provided to Parent, and Goldman Sachs & Co. , there is no
investment banker, broker, finder or other intermediary that has been retained
by or is authorized to act on behalf of the Company or any of its
_____________
dt 1618343
;
Davis Polk
As referenced in this Agreement and Plan of Merger:
Davis Polk & Wardwell
– 212) 940-9940
if to the Company, to:
Central Newspapers, Inc.
200 E. Van Buren Street
Phoenix, Arizona 85004
Attention: Eric S. Tooker
Fax: (602) 444-8340
with copies to:
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Attention: George R. Bason, Jr.
Fax: (212) 450-4800
and
Eugene C. Pulliam Trust
c/o Frank Russell
135 North Pennsylvania
_____________
dt 1609310
|
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| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (185K)
Doc #2256010: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
by and between
NATIONAL CITY CORPORATION,
and
HARBOR FLORIDA BANCSHARES, INC.
dated as of July 10, 2006
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER, dated as of July 10, 2006 (this
"Agreement"), is made by and between National City Corporation, a Delaware
corporation ("National City" . . .
2256010
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – or cooperating in taking, all commercially
reasonable actions to cause such injunction or order to be appealed,
vacated, lifted or otherwise modified to permit the Merger to become
effective.
(f) Nixon Peabody LLP, counsel to Harbor, or, if such opinion is not
provided on a timely basis, Jones Day, counsel to National City, shall
have delivered to Harbor and National City
_____________
Nixon Peabody – courier addressed as follows:
If to Harbor to:
Harbor Florida Bancshares, Inc.
Corporate Headquarters
100 South 2nd Street
Fort Pierce, Florida 34950
Fax No. (772) 460 7001
With copies to:
Nixon Peabody LLP
Suite 900
401 9th Street, N.W.
Washington, DC 2004-2128
Attn: Raymond J. Gustini, Partner
Fax No. (202) 585-8080
49
{PAGE}
If to National City to:
_____________
dt 1652493
;
Harbor Florida
As referenced in this Agreement and Plan of Merger:
HARBOR FLORIDA BANCSHARES, INC. – SEQUENCE}2
{FILENAME}l21218aexv2w1.txt
{DESCRIPTION}EX-2.1 AGREEMENT AND PLAN OF MERGER
{TEXT}
{PAGE}
Exhibit 2
AGREEMENT AND PLAN OF MERGER
by and between
NATIONAL CITY CORPORATION,
and
HARBOR FLORIDA BANCSHARES, INC.
dated as of July 10, 2006
{PAGE}
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER, dated as of July 10, 2006 (this
"Agreement"), is made by
_____________
Harbor Florida Bancshares, Inc. – OF MERGER
THIS AGREEMENT AND PLAN OF MERGER, dated as of July 10, 2006 (this
"Agreement"), is made by and between National City Corporation, a Delaware
corporation ("National City"), and Harbor Florida Bancshares, Inc. , a Delaware
corporation ("Harbor"). National City and Harbor are sometimes referred to
herein collectively, as "Parties", and each, as a "Party".
RECITALS
A. Upon the terms and subject to
_____________
Harbor Florida Bancshares, Inc. – mailed by registered or certified mail return receipt requested, sent by
facsimile with confirmation of receipt, or delivered by a recognized commercial
courier addressed as follows:
If to Harbor to:
Harbor Florida Bancshares, Inc.
Corporate Headquarters
100 South 2nd Street
Fort Pierce, Florida 34950
Fax No. (772) 460 7001
With copies to:
Nixon Peabody LLP
Suite 900
401 9th Street, N.W.
Washington,
_____________
HARBOR FLORIDA BANCSHARES, INC. – PAGE}
AGREEMENT AND PLAN OF MERGER SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties have caused their duly authorized
representatives to execute this Agreement as of the date first above written.
HARBOR FLORIDA BANCSHARES, INC.
By:/s/ Michael J. Brown, Sr.
---------------------------------
Michael J. Brown, Sr.,
Chairman and Chief Executive Officer
NATIONAL CITY CORPORATION
By:/s/ Jeffrey D. Kelly
---------------------------
Jeffrey D. Kelly
Vice Chairman and
_____________
dt 1620407
;
|
National City
As referenced in this Agreement and Plan of Merger:
National City Bank, – B) the Exchange Ratio, the quotient being rounded up to
the nearest cent.
3.3 Exchange of Certificates.
(a) Exchange Agent. Prior to the Effective Time, National City shall
designate National City Bank, or a depository or trust institution of recognized
standing selected by National City and reasonably satisfactory to Harbor, to act
as exchange agent (the "Exchange Agent") in connection with
_____________
dt 1625672
|
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| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (185K)
Doc #2264317: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
by and between
NATIONAL CITY CORPORATION,
and
HARBOR FLORIDA BANCSHARES, INC.
dated as of July 10, 2006
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER, dated as of July 10, 2006 (this
"Agreement"), is made by and between National City Corporation, a Delaware
corporation ("National City" . . .
2264317
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – or cooperating in taking, all commercially
reasonable actions to cause such injunction or order to be appealed,
vacated, lifted or otherwise modified to permit the Merger to become
effective.
(f) Nixon Peabody LLP, counsel to Harbor, or, if such opinion is not
provided on a timely basis, Jones Day, counsel to National City, shall
have delivered to Harbor and National City
_____________
Nixon Peabody – courier addressed as follows:
If to Harbor to:
Harbor Florida Bancshares, Inc.
Corporate Headquarters
100 South 2nd Street
Fort Pierce, Florida 34950
Fax No. (772) 460 7001
With copies to:
Nixon Peabody LLP
Suite 900
401 9th Street, N.W.
Washington, DC 2004-2128
Attn: Raymond J. Gustini, Partner
Fax No. (202) 585-8080
49
{PAGE}
If to National City to:
_____________
dt 1652494
;
Harbor Florida
As referenced in this Agreement and Plan of Merger:
HARBOR FLORIDA BANCSHARES, INC. – 2
{SEQUENCE}2
{FILENAME}l21204aexv2.txt
{DESCRIPTION}EX-2: AGREEMENT AND PLAN OF MERGER
{TEXT}
{PAGE}
Exhibit 2
AGREEMENT AND PLAN OF MERGER
by and between
NATIONAL CITY CORPORATION,
and
HARBOR FLORIDA BANCSHARES, INC.
dated as of July 10, 2006
{PAGE}
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER, dated as of July 10, 2006 (this
"Agreement"), is made by
_____________
Harbor Florida Bancshares, Inc. – OF MERGER
THIS AGREEMENT AND PLAN OF MERGER, dated as of July 10, 2006 (this
"Agreement"), is made by and between National City Corporation, a Delaware
corporation ("National City"), and Harbor Florida Bancshares, Inc. , a Delaware
corporation ("Harbor"). National City and Harbor are sometimes referred to
herein collectively, as "Parties", and each, as a "Party".
RECITALS
A. Upon the terms and subject to
_____________
Harbor Florida Bancshares, Inc. – mailed by registered or certified mail return receipt requested, sent by
facsimile with confirmation of receipt, or delivered by a recognized commercial
courier addressed as follows:
If to Harbor to:
Harbor Florida Bancshares, Inc.
Corporate Headquarters
100 South 2nd Street
Fort Pierce, Florida 34950
Fax No. (772) 460 7001
With copies to:
Nixon Peabody LLP
Suite 900
401 9th Street, N.W.
Washington,
_____________
HARBOR FLORIDA BANCSHARES, INC. – PAGE}
AGREEMENT AND PLAN OF MERGER SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties have caused their duly authorized
representatives to execute this Agreement as of the date first above written.
HARBOR FLORIDA BANCSHARES, INC.
By:/s/ Michael J. Brown, Sr.
---------------------------------
Michael J. Brown, Sr.,
Chairman and Chief Executive Officer
NATIONAL CITY CORPORATION
By:/s/ Jeffrey D. Kelly
---------------------------
Jeffrey D. Kelly
Vice Chairman and
_____________
dt 1620408
;
|
National City
As referenced in this Agreement and Plan of Merger:
National City Bank, – B) the Exchange Ratio, the quotient being rounded up to
the nearest cent.
3.3 Exchange of Certificates.
(a) Exchange Agent. Prior to the Effective Time, National City shall
designate National City Bank, or a depository or trust institution of recognized
standing selected by National City and reasonably satisfactory to Harbor, to act
as exchange agent (the "Exchange Agent") in connection with
_____________
dt 1625673
;
|
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| 2007 |
Agreement and Plan of Merger
Agreement and Plan of Merger (218K)
Doc #2705482: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
among
NEXCEN BRANDS, INC., MM ACQUISITION SUB, LLC,
MAGGIEMOO?S INTERNATIONAL, LLC
STUART OLSTEN, JONATHAN JAMESON, AND
THE SECURITYHOLDERS? REPRESENTATIVE
AGREEMENT AND PLAN OF MERGER
3
BACKGROUND
3
ARTICLE I DEFINITIONS
3
1.1
DEFINITIONS
3
ARTICLE II THE MERGER
14
2.1
THE MERGER.
14
2.2
EFFECTIVE TIME; CLOSING; ACTIONS AT . . .
2705482
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – Facsimile: (410) 740-1500
-62-
With a copy to:
Securityholders Representative
67 I.U. Willets Road
Old Westbury, NY 11568
Attn: Stuart Olsten
With a copy to (in both cases):
Nixon Peabody LLP
401 9th Street, NW
Suite 900
Washington, DC 20004
Attention: Andrew P. Loewinger, Esq.
H. Bryan Brewer, III, Esq.
Facsimile: (202) 585-8080
If to the Majority Securityholders,
_____________
dt 1717568
;
| |
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Full Doc
| 2007 |
Agreement and Plan of Merger
Agreement and Plan of Merger (172K)
Doc #2724210: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
ARKADOS GROUP, INC.
ARKADOS WIRELESS TECHNOLOGIES, INC.
AND
ASTER WIRELESS INC.
This AGREEMENT AND PLAN OF MERGER (this ?Agreement?) is made and entered into as of February 13, 2007, among Arkados Group, Inc., a Delaware corporation (?Parent?), Arkados Wireless Technologies, Inc., a Delaware corporation and a newly formed wholly owned subsidiary of Parent (?Arkados?) and Aster Wireless Inc., a Delaware corporation (?Aster?).
RECITALS
A. Upon the terms and subject to . . .
2724210
|
Nixon Peabody
As referenced in this Agreement and Plan of Merger:
Nixon Peabody – Sommer, Esq.
Telecopy No.: (516) 903-4000
(b) if to Aster, to
Aster Wireless Inc.
150 Lucius Gordon Drive
West Henrietta, NY 14586
Attention:
Telecopy No.:
with a copy to
Nixon Peabody LLP
1100 Clinton Square
Rochester, NY 14604
Attention: James Bourdeau, Esq.
Telecopy No.: (585) 263-1600
8.2 Interpretation. (a) When a reference is made in this Agreement to
_____________
dt 1717569
| |
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| 2007 |
Agreement and Plan of Reorganization
Agreement and Plan of Reorganization (209K)
Doc #2733868: Click preview link for longer preview.
AGREEMENT AND PLAN OF REORGANIZATION
by and among
Umpqua Holdings Corporation,
Umpqua Bank,
North Bay Bancorp
and
The Vintage Bank
January 17, 2007
TABLE OF CONTENTS
1
.
Definitions
1
2
.
Mergers.
6
2.1
Transactions Pursuant to the Holding Company Plan of Merger
6
. . .
2733868
|
Nixon Peabody
As referenced in this Agreement and Plan of Reorganization:
Nixon Peabody – any bona fide Alternative Acquisition Transaction other than to the extent specifically authorized by its Board of Directors in the good faith exercise of its fiduciary duties after consultation with Nixon Peabody LLP. NBB shall promptly orally notify Umpqua, followed by written notice, of any Alternative Acquisition Transaction, whether oral or written, communicated by any Person to NBB, or any indication
_____________
Nixon Peabody – not cured within thirty (30) days notice to Umpqua of such misrepresentation, breach or failure;
(d) By NBB, if its Board of Director determines in good faith (after consultation with Nixon Peabody LLP) that such action is required in order for the directors to comply with their respective fiduciary duties under applicable law; or
(e) By NBB, if (1) the Umpqua
_____________
Nixon Peabody – NBB:
North Bay Bancorp
1190 Airport Road, Suite 101
Napa, CA 94559
Attn: Terry L. Robinson
Fax: (707) 252-5025
48
Copies of Notices to NBB to:
R. Brent Faye
Nixon Peabody LLP
Two Embarcadero Center
San Francisco, CA 94111
Fax: (415) 984-8300
Any party from time to time may change such address or facsimile number by so notifying the
_____________
dt 1717571
| |
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| 2007 |
Agreement and Plan of Reorganization
Agreement and Plan of Reorganization (207K)
Doc #2756633: Click preview link for longer preview.
AGREEMENT AND PLAN OF REORGANIZATION
by and among
Umpqua Holdings Corporation,
Umpqua Bank,
North Bay Bancorp
and
The Vintage Bank
January 17, 2007
TABLE OF CONTENTS
1.
Definitions.
1
2.
Mergers.
6
2.1
Transactions Pursuant to the Holding Company Plan of Merger
6
2.2
Transactions Pursuant to the Bank Plan of Merger
8
2.3
Exchange Procedures.
8
2.4
Dissenters� Shares
9
2.5
Anti-Dilution Provision
9
3.
Reserved.
10
4.
Representations and Warranties of NBB and TVB.
10
|