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Advisory Board Co Sample Contracts

Standard Contracts

] Shares a/ Common Stock ($.01 par value)
Underwriting Agreement • October 29th, 2001 • Advisory Board Co • Services-management services • New York
RECITALS
Administrative Services Agreement • August 22nd, 2001 • Advisory Board Co • Maryland
THE ADVISORY BOARD COMPANY 4,700,000 Shares of Common Stock Underwriting Agreement
Underwriting Agreement • January 27th, 2015 • Advisory Board Co • Services-management services • New York

The Advisory Board Company, 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 representatives (the “Representatives”), an aggregate of 3,650,000 shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”), and Royall Holdings, LLC, a Delaware limited liability company (the “Selling Stockholder”), proposes to sell to the several Underwriters an aggregate of 1,050,000 shares of Common Stock (collectively, the “Underwritten Shares”). In addition, the Selling Stockholder proposes to sell, at the option of the Underwriters, up to an additional 705,000 shares of Common Stock (collectively, the “Option Shares”). The term “Shares” hereunder shall mean, as the context requires, (i) the Underwritten Shares issued and sold by the Company, (ii) the Underwritten Shares and Option Shares sold by the Selling Stockholder or (iii) the Underwritten Shares a

RECITALS
Sublease Agreement • August 22nd, 2001 • Advisory Board Co • District of Columbia
PURSUANT TO
Stock Option Agreement • August 22nd, 2001 • Advisory Board Co • Maryland
J.P. Morgan CREDIT AGREEMENT dated as of February 6, 2015 among THE ADVISORY BOARD COMPANY The Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, MORGAN STANLEY SENIOR FUNDING,...
Credit Agreement • February 10th, 2015 • Advisory Board Co • Services-management services • New York

CREDIT AGREEMENT (this “Agreement”) dated as of February 6, 2015 among THE ADVISORY BOARD COMPANY, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley Senior Funding, Inc., Barclays Bank PLC and SunTrust Bank, as Co-Syndication Agents, and Citizens Bank, N.A., PNC Capital Markets LLC, Regions Bank, MUFG Union Bank, N.A. and Wells Fargo Bank, N.A., as Co-Documentation Agents.

R E C I T A L S
Stock Option Agreement • August 22nd, 2001 • Advisory Board Co • Maryland
RECITALS
Assignment of Lease • August 22nd, 2001 • Advisory Board Co • District of Columbia
RECITALS
Administrative Services Agreement • August 22nd, 2001 • Advisory Board Co • Maryland
RECITALS:
Cross-Indemnification Agreement • August 22nd, 2001 • Advisory Board Co • Delaware
October 25, 2001 The Corporate Executive Board Company 2000 Pennsylvania Avenue, N.W. Washington, D.C. 20006 Attention: James J. McGonigle, Chairman and Chief Executive Officer Re: Non-Competition Agreement by and among The Corporate Executive Board...
Non-Competition Agreement • October 29th, 2001 • Advisory Board Co • Services-management services

Re: Non-Competition Agreement by and among The Corporate Executive Board Company, The Advisory Board Company and David G. Bradley

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • February 10th, 2015 • Advisory Board Co • Services-management services • New York

THIS PLEDGE AND SECURITY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of February 6, 2015 by and among THE ADVISORY BOARD COMPANY, a Delaware corporation (the “Borrower”), the Domestic Subsidiaries of the Borrower listed on the signature pages hereto (together with the Borrower, the “Initial Grantors,” and together with any additional Domestic Subsidiaries, whether now existing or hereafter formed or acquired which become parties to this Security Agreement from time to time, in accordance with the terms of the Credit Agreement (as defined below), by executing a Security Agreement Supplement hereto in substantially the form of Annex I, the “Grantors”), and JPMORGAN CHASE BANK, N.A., a national banking association, in its capacity as administrative agent (the “Administrative Agent”) for itself and for the Secured Parties (as defined in the Credit Agreement identified below).

GUARANTY
Guaranty • February 10th, 2015 • Advisory Board Co • Services-management services • New York

THIS GUARANTY (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of February 6, 2015 by and among each of the Domestic Subsidiaries of The Advisory Board Company (the “Borrower”) listed on the signature pages hereto (each an “Initial Guarantor”) and those additional Domestic Subsidiaries of the Borrower which become parties to this Guaranty by executing a supplement hereto (a “Guaranty Supplement”) in the form attached hereto as Annex I (such additional Subsidiaries, together with the Initial Guarantors, the “Guarantors”), in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), for the benefit of the Secured Parties under the Credit Agreement described below. Unless otherwise defined herein, capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 9th, 2009 • Advisory Board Co • Services-management services • Delaware

This Indemnification Agreement (“Agreement”) is made as of , 20 by and between The Advisory Board Company, a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.

THE ADVISORY BOARD COMPANY AWARD AGREEMENT FOR NON-QUALIFIED STOCK OPTIONS
Award Agreement for Non-Qualified Stock Options • September 16th, 2009 • Advisory Board Co • Services-management services

This Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended. By executing and delivering this Award Agreement, Optionee acknowledges that he or she has received and read, and agrees that this Option shall be subject to, the terms of this Award Agreement, the Standard Terms and Conditions attached hereto and made a part hereof, and the Plan.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • April 8th, 2013 • Advisory Board Co • Services-management services • District of Columbia

This Amended and Restated Employment Agreement (this “Agreement”), by and between The Advisory Board Company (the “Company”) and Robert W. Musslewhite (“Executive”), originally dated as of September 12, 2008, is amended and restated as of April 3, 2013.

GUARANTY
Guaranty • August 22nd, 2001 • Advisory Board Co • District of Columbia
1 EXHIBIT 10.10 SECURED PROMISSORY NOTE AND PLEDGE AGREEMENT
Secured Promissory Note and Pledge Agreement • August 22nd, 2001 • Advisory Board Co
PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • January 12th, 2015 • Advisory Board Co • Services-management services • New York

THIS PLEDGE AND SECURITY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of January 9, 2015 by and among THE ADVISORY BOARD COMPANY, a Delaware corporation (the “Borrower”), the Domestic Subsidiaries of the Borrower listed on the signature pages hereto (together with the Borrower, the “Initial Grantors,” and together with any additional Domestic Subsidiaries, whether now existing or hereafter formed or acquired which become parties to this Security Agreement from time to time, in accordance with the terms of the Credit Agreement (as defined below), by executing a Security Agreement Supplement hereto in substantially the form of Annex I, the “Grantors”), and JPMORGAN CHASE BANK, N.A., a national banking association, in its capacity as administrative agent (the “Administrative Agent”) for itself and for the Secured Parties (as defined in the Credit Agreement identified below).

R E C I T A L S
Liquid Markets Agreement • August 22nd, 2001 • Advisory Board Co • Maryland
COLLABORATION AGREEMENT
Collaboration Agreement • May 30th, 2007 • Advisory Board Co • Services-management services • Delaware

This Collaboration Agreement (this “Agreement”) is entered into as of this 6th day of February, 2007 (the “Effective Date”) by and between The Corporate Executive Board Company, a Delaware corporation (“CEB”), and The Advisory Board Company, a Delaware corporation (“ABCO”). CEB and ABCO are sometimes hereafter referred to individually as a “Party” and together as the “Parties.”

THE ADVISORY BOARD COMPANY AWARD AGREEMENT FOR RESTRICTED STOCK UNITS
Restricted Stock Unit Award Agreement • November 10th, 2008 • Advisory Board Co • Services-management services
RECITALS
Vendor Contracts Agreement • August 22nd, 2001 • Advisory Board Co • Maryland
Common Stock ($0.01 par value) Underwriting Agreement
Underwriting Agreement • March 2nd, 2005 • Advisory Board Co • Services-management services • New York

The selling stockholders listed in Schedule I (each a “Selling Stockholder” and, collectively, the “Selling Stockholders”) propose to sell to Deutsche Bank Securities Inc. (the “Underwriter”), an aggregate of 1,682,530 shares of Common Stock, $0.01 par value (the “Common Stock,” and said number of shares of Common Stock being hereinafter called the “Securities”) of The Advisory Board Company, a Delaware corporation (the “Company”). All of the shares of Common Stock to be sold by the Selling Stockholders hereunder (the “Exercise Shares”) shall be issued by the Company to the Selling Stockholders pursuant to the exercise of certain options (the “Selling Stockholder Options”).

THE ADVISORY BOARD COMPANY AWARD AGREEMENT FOR NON-QUALIFIED STOCK OPTIONS
Award Agreement for Non-Qualified Stock Options • June 15th, 2015 • Advisory Board Co • Services-management services

This Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended. By executing and delivering this Award Agreement, Optionee acknowledges that he or she has received and read, and agrees that this Option shall be subject to, the terms of this Award Agreement, the Standard Terms and Conditions attached hereto and made a part hereof, and the Plan.

THE ADVISORY BOARD COMPANY AWARD AGREEMENT FOR RESTRICTED STOCK UNITS
Restricted Stock Unit Award Agreement • June 15th, 2015 • Advisory Board Co • Services-management services
EMPLOYMENT AGREEMENT
Employment Agreement • November 10th, 2008 • Advisory Board Co • Services-management services • District of Columbia

This Employment Agreement (this “Agreement”) is entered into as of September 12, 2008, by and between The Advisory Board Company (the “Company”) and Robert W. Musslewhite (“Executive”).

STOCK AND ASSET PURCHASE AGREEMENT by and between THE ADVISORY BOARD COMPANY, AVATAR HOLDCO, LLC and AVATAR PURCHASER, INC. Dated as of August 28, 2017
Stock and Asset Purchase Agreement • August 29th, 2017 • Advisory Board Co • Services-management services • Delaware

This STOCK AND ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of August 28, 2017, is by and among The Advisory Board Company, a Delaware corporation (the “Seller”), Avatar Holdco, LLC, a Delaware limited liability company (“Parent”), and Avatar Purchaser, Inc., a Delaware corporation and wholly owned subsidiary of Parent (the “Purchaser” and, together with Parent, the “Purchaser Group”). Each of the Seller, Parent and the Purchaser are referred to herein as a “Party” and, collectively, as the “Parties.”

The Advisory Board Company
Collaboration Agreement • February 9th, 2010 • Advisory Board Co • Services-management services

This letter confirms that The Corporate Executive Board Company (“CEB”) and The Advisory Board Company (“ABCO”) have agreed to extend the Initial NP Term and the Initial EC Term (as such terms are defined in the Collaboration Agreement) through February 5, 2012 as contemplated by Sections 3.3(a) and 3.4(a) of the Collaboration Agreement, respectively, effective as of February 4, 2010.