Marketaxess Holdings Inc Sample Contracts

WARRANT TO PURCHASE COMMON STOCK OF MARKETAXESS HOLDINGS INC.
Marketaxess Holdings Inc • May 7th, 2004 • Security brokers, dealers & flotation companies • New York
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COMMON STOCK
Marketaxess Holdings Inc • October 20th, 2004 • Security brokers, dealers & flotation companies • New York
COMMON STOCK
Marketaxess Holdings Inc • May 14th, 2004 • Security brokers, dealers & flotation companies • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 14, 2013, amended and restated as of October 30, 2015 among MARKETAXESS HOLDINGS INC., as Borrower The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A. as Administrative Agent
Credit Agreement • November 3rd, 2015 • Marketaxess Holdings Inc • Security brokers, dealers & flotation companies • New York

AMENDED AND RESTATED CREDIT AGREEMENT (the “Amended Agreement”) dated as of January 14, 2013, and amended and restated as of October 30, 2015, among MARKETAXESS HOLDINGS INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF PURCHASER
Restricted Stock Purchase Agreement • February 11th, 2004 • Marketaxess Holding Inc • New York
RECITALS:
Registration Rights Agreement • April 1st, 2004 • Marketaxess Holding Inc • Security brokers, dealers & flotation companies • New York
and IAIN BAILLIE
Marketaxess Holding Inc • April 1st, 2004 • Security brokers, dealers & flotation companies
INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 27th, 2017 • Marketaxess Holdings Inc • Security brokers, dealers & flotation companies • Delaware

This Indemnification Agreement (“Agreement”) is made as of _________ __, 201_ by and between MarketAxess Holdings Inc., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).

RECITALS
Indemnification Agreement • May 7th, 2004 • Marketaxess Holdings Inc • Security brokers, dealers & flotation companies • Delaware
MARKETAXESS HOLDINGS INC. SEVERANCE PROTECTION AGREEMENT
Severance Protection Agreement • August 13th, 2021 • Marketaxess Holdings Inc • Security brokers, dealers & flotation companies • New York

THIS SEVERANCE PROTECTION AGREEMENT (the “Agreement”) is dated as of August 12, 2021 (the “Effective Date”), by and between MarketAxess Holdings Inc., a Delaware corporation (the “Company”), and Christopher Gerosa (the “Executive”).

PERFORMANCE SHARE AWARD AGREEMENT PURSUANT TO THE MARKETAXESS HOLDINGS INC.
Performance Share Award Agreement • January 9th, 2019 • Marketaxess Holdings Inc • Security brokers, dealers & flotation companies • Delaware

THIS PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”), made effective as of January 22, 2019, by and between MarketAxess Holdings Inc. (the “Company”) and Christopher R. Concannon (the “Participant”).

RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE MARKETAXESS HOLDINGS INC. 2020 EQUITY INCENTIVE PLAN
Restricted Stock Unit Agreement • April 27th, 2022 • Marketaxess Holdings Inc • Security brokers, dealers & flotation companies

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), is made as of January 31, 2022 (the “Grant Date”) by and between MarketAxess Holdings Inc. (the “Company”) and Richard M. McVey (the “Participant”).

MARKETAXESS HOLDINGS INC. 3,597,333 Shares of Common Stock Underwriting Agreement
Marketaxess Holdings Inc • February 23rd, 2012 • Security brokers, dealers & flotation companies • New York

Certain stockholders named in Schedule 1 hereto (the “Selling Stockholders”) of MarketAxess Holdings Inc., a Delaware corporation (the “Company”), propose to sell to J.P. Morgan Securities LLC (the “Underwriter”), an aggregate of 3,597,333 shares of common stock, par value $0.003 per share, of the Company (the “Shares”). The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • June 3rd, 2008 • Marketaxess Holdings Inc • Security brokers, dealers & flotation companies • New York

THIS INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of June 2, 2008, by and among MarketAxess Holdings Inc., a Delaware corporation (including its successors and permitted assigns, the “Company”), TCV VI, L.P., a Delaware limited partnership (“TCV VI”), and TCV Member Fund, L.P., a Delaware limited partnership (“TCV Member Fund” and, together with TCV VI, the “Investors”). Capitalized terms used but not defined elsewhere herein are defined in Section 1.

SHARE REPURCHASE AGREEMENT
Share Repurchase Agreement • February 22nd, 2012 • Marketaxess Holdings Inc • Security brokers, dealers & flotation companies • New York

This SHARE REPURCHASE AGREEMENT (this “Agreement”) is made as of February 21, 2012 by and among MarketAxess Holdings Inc., a Delaware corporation (the “Company”), J.P. Morgan Partners (23A), L.P., a Delaware limited partnership (“JPMP”), and LabMorgan Corporation, a Delaware corporation (“LabMorgan” and, together with JPMP, each a “Selling Stockholder” and collectively the “Selling Stockholders”).

MarketAxess Holdings Inc. New York, NY 10001
Letter Agreement • January 9th, 2023 • Marketaxess Holdings Inc • Security brokers, dealers & flotation companies • New York

The purpose of this letter agreement (this “Letter Agreement”) is to set forth the terms and conditions of your employment as Executive Chairman of MarketAxess Holdings Inc. (the “Company”), which shall become effective as of a date designated by the Board of Directors of the Company (the “Board”) that is not later than April 3, 2023 (the “Effective Date”). Until the Effective Date, you will continue to serve as the Chief Executive Officer and Chairman of the Company pursuant to a Letter Agreement between you and the Company dated January 15, 2015, as amended on January 12, 2017 and November 6, 2018 (the “CEO Agreement”), which shall continue in full force and effect until the Effective Date in accordance with its terms. In the event that your employment with the Company is terminated for any reason prior to the Effective Date, the terms of the CEO Agreement shall control and this Letter Agreement shall be of no further force or effect.

PERFORMANCE STOCK UNIT AGREEMENT PURSUANT TO THE MARKETAXESS HOLDINGS INC. 2020 EQUITY INCENTIVE PLAN
Performance Stock Unit Agreement • April 27th, 2022 • Marketaxess Holdings Inc • Security brokers, dealers & flotation companies

THIS PERFORMANCE STOCK UNIT AGREEMENT (this “Agreement”), is made as of [Award Date] (the “Grant Date”) by and between MarketAxess Holdings Inc. (the “Company”) and [Participant] (the “Participant”).

RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE MARKETAXESS HOLDINGS INC. 2020 EQUITY INCENTIVE PLAN
Restricted Stock Unit Agreement • April 27th, 2022 • Marketaxess Holdings Inc • Security brokers, dealers & flotation companies

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), is made as of March 1, 2022 (the “Grant Date”) by and between MarketAxess Holdings Inc. (the “Company”) and Naineshkumar Shantilal Panchal (the “Participant”).

RESTRICTED STOCK AGREEMENT PURSUANT TO THE MARKETAXESS HOLDINGS INC. 2012 INCENTIVE PLAN
Restricted Stock Agreement • February 18th, 2020 • Marketaxess Holdings Inc • Security brokers, dealers & flotation companies • Delaware

THIS AGREEMENT, effective as of the 1st day of April 2017, by and between MarketAxess Holdings Inc., a Delaware corporation with its principal office at 299 Park Avenue, 10th Floor, New York, New York 10171 (the “Company”), and Christophe Roupie (the “Participant”).

AMENDED AND RESTATED GUARANTEE AGREEMENT
Guarantee Agreement • November 3rd, 2015 • Marketaxess Holdings Inc • Security brokers, dealers & flotation companies • New York

This AMENDED AND RESTATED GUARANTEE AGREEMENT (this “Guaranty”) is made as of October 30, 2015, by and among each of the undersigned (the “Initial Guarantors” and along with any additional Domestic Subsidiaries (other than Broker-Dealer Subsidiaries) of the Company (as defined below) which become parties to this Guaranty by executing a supplement hereto in the form attached hereto as Annex I, the “Guarantors”) in favor of the Administrative Agent (as defined below), for the ratable benefit of the Secured Parties (as defined in the Credit Agreement referred to below).

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STOCK OPTION AGREEMENT PURSUANT TO THE MARKETAXESS HOLDINGS INC. 2004 STOCK INCENTIVE PLAN (AS AMENDED AND RESTATED EFFECTIVE APRIL 28, 2006)
Stock Option Agreement • January 20th, 2011 • Marketaxess Holdings Inc • Security brokers, dealers & flotation companies

AGREEMENT (“Agreement”), dated January 19, 2011 by and between MarketAxess Holdings Inc. (the “Company”) and Richard M. McVey (the “Executive”).

MARKETAXESS HOLDINGS, INC. MARKETAXESS CORPORATION Proprietary Information and Non-Competition Agreement
-Competition Agreement • February 23rd, 2018 • Marketaxess Holdings Inc • Security brokers, dealers & flotation companies • New York

This Proprietary Information and Non-Competition Agreement (the “Agreement”) by and between [INSERT NAME] (“you”) and MarketAxess Corporation or its parent, affiliate or subsidiary by which you are employed or to which you provide services (the “Company”) is entered into as of [INSERT DATE].

PERFORMANCE AWARD AGREEMENT PURSUANT TO THE MARKETAXESS HOLDINGS INC. EXECUTIVE PERFORMANCE INCENTIVE PLAN
Performance Award Agreement • February 17th, 2012 • Marketaxess Holdings Inc • Security brokers, dealers & flotation companies • Delaware

THIS PERFORMANCE AWARD AGREEMENT (this “Agreement”) is made effective as of February 15, 2012 (the “Grant Date”), by and between MarketAxess Holdings Inc. (the “Company”) and Richard M. McVey (the “Participant”).

INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • April 27th, 2022 • Marketaxess Holdings Inc • Security brokers, dealers & flotation companies

AGREEMENT (“Agreement”), dated as of [Award Date] by and between MarketAxess Holdings Inc. (the “Company”) and [Participant] (the “Participant”).

MARKETAXESS HOLDINGS, INC. Proprietary Information and Non-Competition Agreement
Non-Competition Agreement • February 26th, 2024 • Marketaxess Holdings Inc • Security brokers, dealers & flotation companies • New York

This Proprietary Information and Non-Competition Agreement (the “Agreement”) by and between Ilene Fiszel Bieler (“you”) and MarketAxess Holdings or its parent, affiliate or subsidiary by which you are employed or to which you provide services (the “Company”) is entered into as of February 21, 2024 and shall be effective upon your Start Date, as defined in the Letter Agreement between you and the Company, dated as of February 21, 2024.

MarketAxess Holdings Inc. New York, New York, 10171
Letter Agreement • January 21st, 2015 • Marketaxess Holdings Inc • Security brokers, dealers & flotation companies • New York

The purpose of this letter agreement (this “Letter Agreement”) is to set forth the terms and conditions of your continued employment with MarketAxess Holdings Inc. (the “Company”) effective as of January 15, 2015 (the “Effective Date”). The Company is pleased to continue your employment in accordance with the terms of this Letter Agreement which shall supersede and replace the letter agreement between you and the Company dated January 19, 2011 (the “Prior Agreement”).

STOCK OPTION AGREEMENT PURSUANT TO THE MARKETAXESS HOLDINGS INC.
Stock Option Agreement • November 13th, 2018 • Marketaxess Holdings Inc • Security brokers, dealers & flotation companies

STOCK OPTION AGREEMENT (“Agreement”), dated as of November 8, 2018 by and between MarketAxess Holdings Inc. (the “Company”) and Richard M. McVey (the “Executive”).

PERFORMANCE STOCK UNIT AGREEMENT PURSUANT TO THE MARKETAXESS HOLDINGS INC. 2020 EQUITY INCENTIVE PLAN
Performance Stock Unit Agreement • May 7th, 2024 • Marketaxess Holdings Inc • Security brokers, dealers & flotation companies

THIS PERFORMANCE STOCK UNIT AGREEMENT (this “Agreement”), is made as of [Award Date] (the “Grant Date”) by and between MarketAxess Holdings Inc. (the “Company”) and [Participant] (the “Participant”).

RESTRICTED STOCK AWARD AGREEMENT PURSUANT TO THE
Restricted Stock Award Agreement • February 19th, 2021 • Marketaxess Holdings Inc • Security brokers, dealers & flotation companies • Delaware

MarketAxess Holdings Inc., a Delaware corporation with its principal office at 55 Hudson Yards, 15th Floor, New York, NY 10001(the “Company”), and xxx (the “Participant”).

RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE MARKETAXESS HOLDINGS INC. 2004 STOCK INCENTIVE PLAN (AMENDED AND RESTATED EFFECTIVE APRIL 28, 2006)
Restricted Stock Unit Agreement • January 20th, 2011 • Marketaxess Holdings Inc • Security brokers, dealers & flotation companies • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), is made as of the [•] day of [•] 20[•] (the “Grant Date”) by and between MarketAxess Holdings Inc. (the “Company”) and you (the “Participant”).

RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE MARKETAXESS HOLDINGS INC. 2012 INCENTIVE PLAN
Restricted Stock Unit Agreement • January 9th, 2019 • Marketaxess Holdings Inc • Security brokers, dealers & flotation companies • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), is made as of the January 22, 2019 (the “Grant Date”) by and between MarketAxess Holdings Inc. (the “Company”) and Christopher R. Concannon (the “Participant”).

RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE MARKETAXESS HOLDINGS INC. 2004 STOCK INCENTIVE PLAN (AMENDED AND RESTATED EFFECTIVE APRIL 28, 2006)
Restricted Stock Unit Agreement • January 20th, 2011 • Marketaxess Holdings Inc • Security brokers, dealers & flotation companies • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), is dated January 19, 2011 (the “Grant Date”) by and between MarketAxess Holdings Inc. (the “Company”) and you (the “Participant”).

MARKETAXESS HOLDINGS INC. SEVERANCE PROTECTION AGREEMENT
Severance Protection Agreement • February 26th, 2024 • Marketaxess Holdings Inc • Security brokers, dealers & flotation companies • New York

THIS SEVERANCE PROTECTION AGREEMENT (the “Agreement”) is dated as of February 21, 2024, by and between MarketAxess Holdings Inc., a Delaware corporation (the “Company”), and Ilene Fiszel Bieler (the “Executive”). This Agreement shall be effective upon your Start Date (the “Effective Date”) as defined in the Letter Agreement between you and the Company, dated as of February 21, 2024 (the “Offer Letter”).

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