Hostess Brands Inc Watch

from 8-K 117 pages Agreement and Plan of Merger by and Among the J. M. Smucker Company, Hostess Brands, Inc. and Ssf Holdings, Inc. Dated as of September 10, 2023

from 10-K 82 pages Article 1 Interpretation 4 1.1 Defined Terms. 4 1.2 Other Defined Terms. 18 1.3 Headings, Etc. 19 1.4 Currency and Payment Obligations. 19 1.5 Time Reference. 19 1.6 Certain Expressions, Etc. 20 1.7 Knowledge. 20 1.8 Accounting Terms. 20 1.9 Incorporation of Exhibits and Schedules. 20 Article 2 Purchased Shares and Purchase Price 20 2.1 Purchase and Sale. 20 2.2 Purchase Price. 20 2.3 Payments at Closing. 21 2.4 Adjustment of Purchase Price 21 2.5 Repayment of Indebtedness and Transaction Expenses. 27 2.6 Surrender of Options by Optionholders to Spc Investment. 27 2.7 Withholding. 28 Article 3 Representations and Warranties of Sellers 28 3.1 Representations and Warranties of Sellers as to Sellers. 28 3.2 Representations and Warranties of Sellers as to the Acquired Companies. 30 3.3 Disclaimer of Sellers. 50 3.4 Disclosure Letter. 51 Article 4 Representations and Warranties of Purchaser 51 4.1 Representations and Warranties of Purchaser. 51 Article 5 Pre-Closing Covenants of the Parties 53 5.1 Conduct of Business Prior to Closing. 53 5.2 Access. 55 5.3 Confidentiality. 55 5.4 Filings and Authorizations. 56 5.5 Request for Consent. 57 5.6 Representation and Warranty Insurance 57 5.7 Notice of Certain Material Developments 57 5.8 Parent Guarantee 58 5.9 Pre-Acquisition Reorganization 58 5.10 Pre-Closing Employment Matters 59 5.11 Management Non-Competition and Non-Solicitation Agreements 59 5.12 401(k) Plan 60 5.13 Section 280g Approval. 60 Article 6 Conditions of Closing 61

from DEFA14A 116 pages Master Transaction Agreement by and Among Gores Holdings, Inc., and Homer Merger Sub, Inc., and Ap Hostess Holdings, L.P., and Hostess Cdm Co-Invest, LLC, and Cdm Hostess Class C, LLC, and Ap Hostess Holdings, L.P., in Its Capacity as the Sellers’ Representative Hereunder, Dated as of July 5, 2016

from 8-K 116 pages Master Transaction Agreement by and Among Gores Holdings, Inc., and Homer Merger Sub, Inc., and Ap Hostess Holdings, L.P., and Hostess Cdm Co-Invest, LLC, and Cdm Hostess Class C, LLC, and Ap Hostess Holdings, L.P., in Its Capacity as the Sellers’ Representative Hereunder, Dated as of July 5, 2016