INDEX OF ANNEXES. Annex A Certain Pre-Closing Transactions Annex B Rabbi Trust Adjustments and Transactions
INDEX OF ANNEXES. Annex 1 Lenders; Lending Offices Annex 2 Construction Loan; LC Loan and Commitment Allocations to Projects; DSR Requirement allocated to each Project Annex 3 Project Costs (each applicable Project) Annex 4 Organizational Chart Annex 5 Debt Sizing CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”), dated as of May 4, 2016, by and among SunPower Revolver HoldCo I, LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement as Lenders, MIZUHO BANK, LTD., as Lead Arranger (in such capacity, the “Lead Arranger”), Administrative Agent (in such capacity, the “Administrative Agent”), Documentation Agent (in such capacity, the “Documentation Agent”) and an Issuing Bank, MIZUHO BANK (USA), as Collateral Agent (in such capacity, the “Collateral Agent”) and GXXXXXX SXXXX BANK USA, as an Issuing Bank. The Borrower has, subject to the terms and conditions set forth in this Agreement, requested that (a) the Lenders make loans to the Borrower and provide other extensions of credit, for the benefit of a Project Company and the Borrower, to fund, among other things, (i) certain Project Costs in respect of a Project, up to the amounts specified in this Agreement and (ii) any Drawings on the Letters of Credit and (b) the Issuing Bank to issue the Letters of Credit. The Lenders are willing to make such loans and provide such other extensions of credit upon the terms and subject to the conditions of this Agreement.
INDEX OF ANNEXES. ANNEX I Patent Rights ANNEX II Territory INDEX OF EXHIBITS ----------------- Exhibit 1.13 Product Specification
INDEX OF ANNEXES. Annex A – Form of Voting Agreement Schedule 6.6(c) – Testing of Company Internal Business Systems AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 9, 2014 by and among MICROCHIP TECHNOLOGY INCORPORATED, a Delaware corporation (“Parent”), ORCHID ACQUISITION CORPORATION, a California corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and SUPERTEX, INC., a California corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.
INDEX OF ANNEXES. Annex 1.1.2 Shares of RefuSol Holding Annex 1.2.1 Subsidiaries Annex 1.2.2 Participation Annex 2.3 Company’s Consent Annex 3.2.2 Net Working Capital Calculation Annex 3.3 Preliminary Purchase Price Annex 3.7.1 Seller’s Account Details Annex 3.7.2 Purchaser’s Account Details Annex 4.2.1(a) Audited Consolidated Financial Statements Annex 4.2.1(c) Confirmation re Outstanding Receivables Annex 4.4(a) Managing Directors to Resign Annex 4.4(j) Non-compete Undertaking Annex 4.5.2 Closing Protocol Annex 6.3 Employee Incentives Annex 7.2.1 RefuSol Group Companies Annex 7.2.2 Equity Interests of the RefuSol Group Companies Annex 7.3 Enterprise Agreements Annex 7.4(b) Undisclosed Liabilities Annex 7.5 Leased Real Property Annex 7.6 Non-current Assets Annex 7.7.1(a) Intellectual Property Rights Annex 7.7.1(b) Licenses Annex 7.7.3 IP related Proceedings Annex 7.7.5 Notified IP Infringements Annex 7.8.1 Key Employees Annex 7.8.2 Works Agreements Annex 7.8.3 Strikes Annex 7.8.4 Pension Plans Annex 7.9 Legal Disputes Annex 7.10 Notified Product Liability Annex 7.12 Subsidies Annex 7.14 List of Countries Annex 7.15.1(a) – (l) Material Agreements Annex 7.16 Agreements with Related Parties Annex 7.18.3 Seller's Best Knowledge Annex 11.2 REFU Drive Employees Annex 14.2(a) Amended Supply Agreement Prettl AG Annex 14.2(b) Amended Supply Agreement REFU Elektronik GmbH Annex 14.4 Site Share Agreement Term Sheet Annex 14.5 REFU Drive Domains and Trademarks Annex 14.6(i) Share Transfer and Assignment Agreement Annex 14.6(ii) REFU Korea Customer Contracts Annex 15.4 Limited Right to Manufacture and Sell Annex 15.5 IP License Agreement SALE AND PURCHASE AGREEMENT by and between
INDEX OF ANNEXES. Annex A — Closing Date Net Working Capital • Attachment 1 to Annex A (Closing Date Net Working Capital) Annex B — Buyer Retained Employees Annex C — Indebtedness Annex D — Outdoor Business Assets Annex E — Outdoor Business Liabilities Annex F — Outdoor Domain Names Annex G — Outdoor Subsidiaries Annex H — Seller Marks Annex I — Spin-Off Business Assets Annex J — Spin-Off Indebtedness Annex K — Spin-Off Business Liabilities • Attachment 1 to Annex K (Van Wagner Communications, LLC Office Service Accounts) Annex L — Spin-Off Entities Annex M — Subsidiaries of the Company EXHIBITS* Exhibit A. Assignment and Assumption and Distribution Agreement Exhibit B. Interest Assignment and Assumption Agreement
INDEX OF ANNEXES. Annex Description Annex I List of Company Shareholders Annex II List of Preference Shareholders Axxxx XXX List of Lock-up Shareholders INDEX OF EXHIBITS Exhibit Description Exhibit A Form of Sponsor Support Agreement Exhibit B Form of Lock-Up Agreement Exhibit C Form of Non-Competition and Non-Solicitation Agreement Exhibit D Form of New Equity Incentive Plan Exhibit E Form of Registration Rights Agreement Exhibit F Extension Escrow Agreement Exhibit G Letter of Transmittal Exhibit H Joinder Agreement BID IMPLEMENTATION AND BUSINESS COMBINATION AGREEMENT This Bid Implementation and Business Combination Agreement (this “Agreement”) is made and entered into as of June 15, 2023 by and among (i) Canna-Global Acquisition Corp, a company incorporated in Delaware (together with its successors, “Purchaser”), (ii) J. Xxxxxx Xxxxx, solely in his capacity as the representative from and after the Effective Time (as defined below) for the stockholders of Purchaser in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iii) New Quantum Holdings Pty Ltd., an Australian company with Australian Company Number (ACN) 600 000 000 (the “Company”), and (iv) Hxxx Xxxx Xxxxx, solely in his capacity as the representative from and after the Effective Time (as defined below) for the Company in accordance with the terms and conditions of this Agreement (the “Company Representative”). Purchaser, the Purchaser Representative, the Company and the Company Representative are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
INDEX OF ANNEXES. Annex A-1 List of Transferred Assets Annex A-2 List of Funds Withheld Assets Annex B Pre-Amendment Date Net Settlements Annex C List of XX Xxxxxx Annex D Life Reference Balance Sheet Annex E Additional Life Reference Balance Sheet Assets Annex F Policy List Annex G Post-Amendment Date Net Settlements INDEX OF EXHIBITS Exhibit I Form of Trust Agreement Exhibit II Form of Notice and Certificate of Assumption Exhibit III Alternative Form of Notice and Certificate of Assumption AMENDED AND RESTATED COINSURANCE AND ASSUMPTION AGREEMENT This Amended and Restated Coinsurance and Assumption Agreement (this “Agreement”), dated as of July 31, 2015, is made by and between Athene Life Insurance Company of New York, formerly known as Aviva Life and Annuity Company of New York, an insurance company organized under the laws of the State of New York (the “Company”), and First Allmerica Financial Life Insurance Company, an insurance company organized under the laws of the Commonwealth of Massachusetts (the “Reinsurer”; each of the Company and the Reinsurer, a “Party” and together, the “Parties”).
INDEX OF ANNEXES. SCHEDULES AND EXHIBITS Annex A - Definitions Annex B - Cash Management System Annex C - Schedule of Closing Documents Annex D - Financial Statements, Projections and Notices Annex E - Insurance Requirements Annex F - Letters of Credit Schedule 3.2 - Executive Offices; Trade Names Schedule 3.4 - Financial Statements and Projections Schedule 3.5 - Dividends Schedule 3.6 - Real Estate and Leases Schedule 3.7 - Material Contracts Schedule 3.8 - Labor Matters Schedule 3.9 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.12 - Tax Matters Schedule 3.13 - ERISA Plans Schedule 3.14 - Litigation Schedule 3.16 - Patents, Trademarks, Copyrights and Licenses Schedule 3.17 - Hazardous Materials Schedule 3.18 - Insurance Policies Schedule 3.19 - Disbursement and Deposit Accounts Schedule 6.2 - Investments Schedule 6.3 - Indebtedness Schedule 6.4 - Loans to and Transactions with Employees Schedule 6.5 - Acquisitions Schedule 6.6 - Guarantees Schedule 6.7 - Liens Schedule 6.8 - Asset Dispositions Schedule 6.12 - Sale-Leaseback Transactions Schedule 6.19 - Negative Pledge Clauses Schedule 11.8 - Authorized Signatures Exhibit A - Form of Notice of Revolving Credit Advance Exhibit A-1 - Form of Notice of Conversion Exhibit B-1 - Form of Borrowing Base Certificate Exhibit C - Form of Revolving Credit Note Exhibit D - Form of Borrower Security Agreement Exhibit E - Form of Borrower Pledge Agreement 6 CREDIT AGREEMENT, dated as of December 19, 1995, among FIGGIE INTERNATIONAL INC., a Delaware corporation (the "Borrower"), the lenders listed on the signature pages hereof or which pursuant to Section 10.2 shall become a "Lender" hereunder (each individually a "Lender" and collectively "Lenders"), and GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation, as agent hereunder for Lenders (in such capacity, together with its successors in such capacity, "Agent").
INDEX OF ANNEXES. Annex 2.3(a) Filing of the assignment of the Partnership Interest with the Commercial Register Annex 2.4 Shareholders’ approval resolution
