Bottomline Technologies Inc /De/ Sample Contracts

LEASE AGREEMENT BETWEEN WENBERRY ASSOCIATES L.L.C. AND BOTTOMLINE TECHNOLOGIES, INC.
Lease Agreement • January 7th, 1999 • Bottomline Technologies Inc /De/ • Services-prepackaged software
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and
Share Purchase Agreement • September 12th, 2000 • Bottomline Technologies Inc /De/ • Services-prepackaged software
ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 9th, 1999 • Bottomline Technologies Inc /De/ • Services-prepackaged software • New York
FLEET NATIONAL BANK OF MASSACHUSETTS One Federal Street Boston, MA 02211-3202 December 29, 1995
Loan Agreement • January 7th, 1999 • Bottomline Technologies Inc /De/ • Services-prepackaged software
GAPSTAR, LLC,
Stock Purchase Agreement • January 15th, 2002 • Bottomline Technologies Inc /De/ • Services-prepackaged software • New York
EXHIBIT 1 3,400,000 SHARES/1/ BOTTOMLINE TECHNOLOGIES (DE), INC. Common Stock UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • February 3rd, 1999 • Bottomline Technologies Inc /De/ • Services-prepackaged software • New York
by and among
Registration Rights Agreement • January 15th, 2002 • Bottomline Technologies Inc /De/ • Services-prepackaged software • New York
SECTION 1. ----------
Loan Agreement • January 7th, 1999 • Bottomline Technologies Inc /De/ • Services-prepackaged software • Massachusetts
INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 25th, 2020 • Bottomline Technologies Inc /De/ • Services-prepackaged software • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of February __, 2021 between Bottomline Technologies, Inc., a Delaware corporation (the “Company”), and the director or officer named below (“Indemnitee”).

LEASE AGREEMENT BETWEEN WENBERRY ASSOCIATES L.L.C. AND BOTTOMLINE TECHNOLOGIES, INC.
Lease Agreement • November 13th, 1998 • Bottomline Technologies Inc /De/
Between
Lease Agreement • September 28th, 2000 • Bottomline Technologies Inc /De/ • Services-prepackaged software • New York
SECURITY AGREEMENT (ALL ASSETS)
Security Agreement • January 7th, 1999 • Bottomline Technologies Inc /De/ • Services-prepackaged software • Massachusetts
CREDIT AGREEMENT Dated as of December 9, 2016 among BOTTOMLINE TECHNOLOGIES (DE), INC., as the Borrower, THE DOMESTIC SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender...
Credit Agreement • December 14th, 2016 • Bottomline Technologies Inc /De/ • Services-prepackaged software • New York

This CREDIT AGREEMENT is entered into as of December 9, 2016 among BOTTOMLINE TECHNOLOGIES (DE), INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

BY AND AMONG
Stock Purchase Agreement • September 12th, 2000 • Bottomline Technologies Inc /De/ • Services-prepackaged software • Massachusetts
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4,200,000 Shares* BOTTOMLINE TECHNOLOGIES (DE), INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • June 4th, 2010 • Bottomline Technologies Inc /De/ • Services-prepackaged software • New York

Bottomline Technologies (de), Inc., a Delaware corporation (the “Company”), proposes to issue and sell 4,200,000 shares (the “Firm Shares”) of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”), to Needham & Company, LLC, William Blair & Company, L.L.C., Canaccord Adams, Craig-Hallum Capital Group LLC and Barrington Research Associates, Inc. (collectively, the “Underwriters”), for whom Needham & Company, LLC is acting as representative (the “Representative”). The Company has also agreed to grant to you and the other Underwriters an option (the “Option”) to purchase up to an additional 630,000 shares of Common Stock, on the terms and for the purposes set forth in Section 1(b) (the “Option Shares”). The Firm Shares and the Option Shares are referred to collectively herein as the “Shares.”

BOTTOMLINE TECHNOLOGIES (de), INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of December 12, 2012 to INDENTURE Dated as of December 12, 2012 1.50% Convertible Senior Notes due 2017
First Supplemental Indenture • December 13th, 2012 • Bottomline Technologies Inc /De/ • Services-prepackaged software • New York

INDENTURE dated as of December 12, 2012 (this “Supplemental Indenture”)between Bottomline Technologies (de), Inc., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01), supplementing the Indenture relating to “Senior Debt Securities” dated as of December 12, 2012, between the Company and the Trustee (the “Base Indenture” and, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”).

AGREEMENT AND PLAN OF MERGER Dated as of DECEMBER 16, 2021 among BOTTOMLINE TECHNOLOGIES, INC. PROJECT RB PARENT, LLC and PROJECT RB MERGER SUB, INC.
Merger Agreement • December 17th, 2021 • Bottomline Technologies Inc • Services-prepackaged software • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 16, 2021, among Bottomline Technologies, Inc., a Delaware corporation (the “Company”), Project RB Parent, LLC, a Delaware limited liability company (“Parent”), and Project RB Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”).

SUBLEASE BETWEEN
Sublease Agreement • September 28th, 2000 • Bottomline Technologies Inc /De/ • Services-prepackaged software • New Hampshire
VOTING AGREEMENT
Voting Agreement • December 17th, 2021 • Bottomline Technologies Inc • Services-prepackaged software • Delaware

This Voting Agreement (this “Agreement”) is made and entered into as of December 16, 2021 (the “Agreement Date”), by and among PROJECT RB PARENT, LLC, a Delaware limited liability company (“Parent”), BOTTOMLINE TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and the stockholders of the Company listed on Schedule A and the signature pages hereto (each, a “Stockholder” and, collectively, the “Stockholders”). Each of Parent, the Company and the Stockholders are sometimes referred to herein as a “Party.”

BOTTOMLINE TECHNOLOGIES (de), INC.
Underwriting Agreement • December 13th, 2012 • Bottomline Technologies Inc /De/ • Services-prepackaged software • New York

Bottomline Technologies (de), Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $165,000,000 principal amount of its 1.50% Convertible Senior Notes due 2017 (the “Underwritten Securities”) and, at the option of the Underwriters, up to an additional $24,750,000 principal amount of its 1.50% Convertible Senior Notes due 2017 (the “Option Securities”) if and to the extent that the Underwriters shall have determined to exercise the option to purchase such 1.50% Convertible Senior Notes due 2017 granted to the Underwriters in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities”. The Securities will be convertible into cash up to the aggregate principal amount of the Securities being converted and shares (the “Underlying Securities”) of common stock of the Company, p

4,400,000 Shares* Bottomline Technologies (de), Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • June 30th, 2005 • Bottomline Technologies Inc /De/ • Services-prepackaged software • New York

Bottomline Technologies (de), Inc., a Delaware corporation (the “Company”), proposes to issue and sell 3,150,000 shares (the “Company Firm Shares”) of the Company’s Common Stock, $.001 par value per share (the “Common Stock”), and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose to sell an aggregate of 1,250,000 shares (the “Selling Stockholder Firm Shares”) of Common Stock, in each case to you and to the several other Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”). The Company and the Selling Stockholders also agreed to grant to you and the other Underwriters an option (the “Option”) to purchase up to an additional 410,000 shares (the “Company Option Shares”) and 250,000 shares (the “Selling Stockholder Option Shares”) of Common Stock, respectively, on the terms and for the purposes set forth in Section 1(b). The Company Firm Shares and the Se

Bottomline Technologies (de), Inc. Restricted Stock Agreement Granted Under 2009 Stock Incentive Plan
Restricted Stock Agreement • May 7th, 2010 • Bottomline Technologies Inc /De/ • Services-prepackaged software • Delaware
BOTTOMLINE TECHNOLOGIES (de), INC. Executive Retention Agreement
Executive Retention Agreement • August 5th, 2016 • Bottomline Technologies Inc /De/ • Services-prepackaged software • New Hampshire

THIS EXECUTIVE RETENTION AGREEMENT (the “Agreement”) by and between Bottomline Technologies (de), Inc., a Delaware corporation (the “Company”), and John F. Kelly (the “Executive”) is made as of August 5, 2016 (the “Effective Date”).

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