The Transaction Agreement Sample Contracts

AMENDMENT TO
The Transaction Agreement • August 17th, 1999 • North Face Inc • Apparel & other finishd prods of fabrics & similar matl
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Contract
The Transaction Agreement • October 19th, 2012 • Cooper Industries PLC • Electronic components & accessories • Ohio

THIS AMENDMENT NO. 2 TO THE TRANSACTION AGREEMENT, dated as of October 19, 2012 (this “Amendment”), is entered into by and among Cooper Industries plc, a company incorporated in Ireland (“Cooper”), Eaton Corporation, an Ohio corporation (“Eaton”), Eaton Corporation Limited (formerly known as Abeiron Limited), a company incorporated in Ireland (“Holdco”), Abeiron II Limited (formerly known as Comdell Limited), a company incorporated in Ireland (“IrSub”), Turlock B.V., a company incorporated in the Netherlands (“EHC”), Eaton Inc., an Ohio corporation (“U.S. Holdco”), and Turlock Corporation, an Ohio corporation (“MergerSub”, and together with Cooper, Eaton, Holdco, IrSub and EHC, the “Original Parties”, and together with U.S. Holdco, the “Parties”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Transaction Agreement, dated as of May 21, 2012, by and among the Original Parties, as amended by Amendment No. 1 to the Transaction Agreement, date

THIRD AMENDMENT TO THE TRANSACTION AGREEMENT
The Transaction Agreement • May 11th, 2023 • GSR II Meteora Acquisition Corp. • Finance services

This THIRD AMENDMENT TO THE TRANSACTION AGREEMENT (this “Amendment”), dated as of May 11, 2023, is entered into by and among GSR II Meteora Acquisition Corp, a Delaware corporation (“PubCo”), GSR II Meteora Sponsor LLC, a Delaware limited liability company (“Sponsor”, and together with PubCo, “GSR Entities”), BT Assets, Inc., a Delaware corporation (“BT Assets”), and Lux Vending, LLC, a Georgia limited liability company and a wholly owned subsidiary of BT Assets (“BT OpCo”, and together with BT Assets, “BT Entities”). Each of PubCo, Sponsor, BT Assets and BT OpCo are referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used, but not defined herein shall have meanings ascribed to such terms in the Transaction Agreement (as defined below).

AMENDMENT NO. 1 TO THE TRANSACTION AGREEMENT
The Transaction Agreement • February 7th, 2017 • Naspers LTD • Services-advertising • New York

This Amendment No. 1 (this “Amendment”) to the Transaction Agreement, dated as of October 18, 2016 (as amended, modified and supplemented hereby, the “Transaction Agreement”), by and among MIH INTERNET SEA PRIVATE LIMITED (“Indigo Parent”), MAKEMYTRIP LIMITED (“Monsoon”) and, solely for the purposes of Article XIII thereof, MIH B2C HOLDINGS B.V. (“Indigo Guarantor”), is entered into as of January 13, 2017 between Indigo Parent, Monsoon and Indigo Guarantor. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Transaction Agreement.

Dated September 25, 2014 CHIQUITA BRANDS INTERNATIONAL, INC., CHIQUITAFYFFES LIMITED, CBII HOLDING CORPORATION, CHICAGO MERGER SUB, INC., and FYFFES PLC AMENDMENT NO. 1 TO THE TRANSACTION AGREEMENT
The Transaction Agreement • September 26th, 2014 • Chiquita Brands International Inc • Agricultural production-crops • New Jersey
AMENDMENT TO THE TRANSACTION AGREEMENT
The Transaction Agreement • May 21st, 2013 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

This AMENDMENT TO THE TRANSACTION AGREEMENT (this “Amendment”), dated as of December 21, 2012, by and between DFB Pharmaceuticals, Inc., a Texas corporation (“Seller Parent), and Smith & Nephew, Inc., a Delaware corporation (“Buyer Domestic”).

FOURTH AMENDMENT AND JOINDER TO THE TRANSACTION AGREEMENT
The Transaction Agreement • June 13th, 2023 • GSR II Meteora Acquisition Corp. • Finance services

This FOURTH AMENDMENT AND JOINDER TO THE TRANSACTION AGREEMENT (this “Amendment”), dated as of June 7, 2023, is entered into by and among GSR II Meteora Acquisition Corp, a Delaware corporation (“PubCo”), GSR II Meteora Sponsor LLC, a Delaware limited liability company (“Sponsor”, and together with PubCo, “GSR Entities”), BT Assets, Inc., a Delaware corporation (“BT Assets”), Lux Vending, LLC, a Georgia limited liability company and a wholly owned subsidiary of BT Assets (“BT OpCo”), and BT HoldCo LLC, a Delaware limited liability company and wholly owned subsidiary of BT Assets (“BT HoldCo”, and together with BT Assets and BT OpCo, “BT Entities”). Each of PubCo, Sponsor, BT Assets, BT OpCo and BT HoldCo are referred to in this Amendment as a “Party” and collectively as the “Parties.” Each of the Parties other than BT HoldCo is referred to in this Amendment as an “Original Party” and collectively as the “Original Parties.” Capitalized terms used but not defined in this Amendment have m

AMENDMENT NO. 1 TO THE TRANSACTION AGREEMENT
The Transaction Agreement • November 5th, 2014 • Talen Energy Holdings, Inc. • Delaware

This Amendment No. 1 (this “Amendment”), dated as of October 23, 2014, to the Transaction Agreement, dated as of June 9, 2014 (the “Transaction Agreement”), by and among PPL Corporation, a Pennsylvania corporation (“Parent”), Talen Energy Holdings, Inc., a Delaware Corporation (“HoldCo”), Talen Energy Corporation, a Delaware corporation (“NewCo”), PPL Energy Supply, LLC, a Delaware limited liability company (“Energy Supply”), Talen Energy Merger Sub, Inc., a Delaware corporation (“Merger Sub”), C/R Energy Jade, LLC, a Delaware limited liability company, (“Jade”), Sapphire Power Holdings LLC, a Delaware limited liability company (“Sapphire”) and Raven Power Holdings LLC, a Delaware limited liability company (“Raven” and, together with Jade and Sapphire, “RJS”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Transaction Agreement.

Contract
The Transaction Agreement • August 8th, 2012 • Cooper Industries PLC • Electronic components & accessories • Ohio

THIS AMENDMENT NO. 1 TO THE TRANSACTION AGREEMENT, dated as of June 22, 2012 (this “Amendment”), is entered into by and among Cooper Industries plc, a company incorporated in Ireland (“Cooper”), Eaton Corporation, an Ohio corporation (“Eaton”), Eaton Corporation Limited (formerly known as Abeiron Limited), a company incorporated in Ireland (“Holdco”), Abeiron II Limited (formerly known as Comdell Limited), a company incorporated in Ireland (“IrSub”), Turlock B.V., a company incorporated in the Netherlands (“EHC”), Turlock Corporation, an Ohio corporation ( “MergerSub”, and together with Cooper, Eaton, Holdco, IrSub and EHC, the “Original Parties”) and Eaton Inc., an Ohio corporation (“U.S. Holdco”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Transaction Agreement, dated as of May 21, 2012, by and among the Original Parties (the “Transaction Agreement”).

FIRST AMENDMENT TO THE TRANSACTION AGREEMENT
The Transaction Agreement • February 14th, 2023 • GSR II Meteora Acquisition Corp. • Finance services

This FIRST AMENDMENT TO THE TRANSACTION AGREEMENT (this “Amendment”), dated as of February 13, 2023, is entered into by and among GSR II Meteora Acquisition Corp, a Delaware corporation (“PubCo”), GSR II Meteora Sponsor LLC, a Delaware limited liability company (“Sponsor”, and together with PubCo, “GSR Entities”), BT Assets, Inc., a Delaware corporation (“BT Assets”), and Lux Vending, LLC, a Georgia limited liability company and a wholly owned subsidiary of BT Assets (“BT OpCo”, and together with BT Assets, “BT Entities”). Each of PubCo, Sponsor, BT Assets and BT OpCo are referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used, but not defined herein shall have meanings ascribed to such terms in the Transaction Agreement (as defined below).

AMENDMENT NO. 2 TO THE TRANSACTION AGREEMENT
The Transaction Agreement • July 9th, 2021 • MDC Partners Inc • Services-advertising agencies

AMENDMENT NO. 2, dated as of July 8, 2021 (this “Amendment No. 2”), to the Transaction Agreement, dated as of December 21, 2020 and amended as of June 4, 2021 (the “Agreement”), by and among Stagwell Media LP, a Delaware limited partnership (“Stagwell”), MDC Partners Inc., a Canadian corporation, which shall domesticate to the State of Delaware and become a Delaware corporation prior to the Closing (as defined in the Agreement) in accordance with the terms of the Agreement (“MDC”), New MDC LLC, a Delaware limited liability company and wholly-owned subsidiary of MDC (“New MDC”), and Midas Merger Sub 1 LLC, a Delaware limited liability company and wholly-owned subsidiary of New MDC (“Merger Sub” and, together with Stagwell, MDC and New MDC, the “Parties”).

AMENDMENT TO THE TRANSACTION AGREEMENT
The Transaction Agreement • May 8th, 2020 • AbbVie Inc. • Pharmaceutical preparations • Delaware

This AMENDMENT TO THE TRANSACTION AGREEMENT (this “Amendment”), dated as of May 5, 2020, is by and among AbbVie Inc., a Delaware corporation (“AbbVie”), Venice Subsidiary LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of AbbVie (“Acquirer Sub”) and Allergan plc, an Irish public limited company. with registered number 527629 having its registered office at Clonshaugh Business and Technology Park, Coolock, Dublin, D17 E400, Ireland (“Allergan,” and together with AbbVie and Acquirer Sub, the “Parties”).

AMENDMENT NO. 1 TO THE TRANSACTION AGREEMENT
The Transaction Agreement • June 7th, 2021 • MDC Partners Inc • Services-advertising agencies

AMENDMENT NO. 1, dated as of June 4, 2021 (this “Amendment No. 1”), to the Transaction Agreement, dated as of December 21, 2020 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), by and among Stagwell Media LP, a Delaware limited partnership (“Stagwell”), MDC Partners Inc., a Canadian corporation, which shall domesticate to the State of Delaware and become a Delaware corporation prior to the Closing (as defined in the Agreement) in accordance with the terms of the Agreement (“MDC”), New MDC LLC, a Delaware limited liability company and wholly-owned subsidiary of MDC (“New MDC”), and Midas Merger Sub 1 LLC, a Delaware limited liability company and wholly-owned subsidiary of New MDC (“Merger Sub” and, together with Stagwell, MDC and New MDC, the “Parties”).

AMENDMENT TO THE TRANSACTION AGREEMENT
The Transaction Agreement • February 28th, 2013 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

This AMENDMENT TO THE TRANSACTION AGREEMENT (this “Amendment”), dated as of December 21, 2012, by and between DFB Pharmaceuticals, Inc., a Texas corporation (“Seller Parent”), and Smith & Nephew, Inc., a Delaware corporation (“Buyer Domestic”).

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