Crane Co /De/ Sample Contracts

among CRANE CO.,
Merger Agreement • August 14th, 1998 • Crane Co /De/ • Wholesale-lumber, plywood, millwork & wood panels • Pennsylvania
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CRANE CO.
Underwriting Agreement • September 22nd, 2003 • Crane Co /De/ • Miscellaneous fabricated metal products • New York
CRANE CO. and
Indenture • September 22nd, 2003 • Crane Co /De/ • Miscellaneous fabricated metal products • New York
OF
Offer to Purchase • April 25th, 2003 • Crane Co /De/ • Miscellaneous fabricated metal products
CRANE CO. and
Rights Agreement • June 23rd, 1998 • Crane Co /De/ • Wholesale-lumber, plywood, millwork & wood panels • Delaware
CRANE CO. AND
Indenture • September 16th, 1998 • Crane Co /De/ • Wholesale-lumber, plywood, millwork & wood panels • New York
AMONG CRANE CO.,
Merger Agreement • April 25th, 2003 • Crane Co /De/ • Miscellaneous fabricated metal products • Delaware
JOINT FILING AGREEMENT
Joint Filing Agreement • April 25th, 2003 • Crane Co /De/ • Miscellaneous fabricated metal products

In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.01 par value per share, of Signal Technology Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.

Commercial Paper Dealer Agreement
Commercial Paper Dealer Agreement • March 3rd, 2015 • Crane Co /De/ • Miscellaneous fabricated metal products • New York

This agreement (this “Agreement”) sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the “Notes”) through the Dealer.

CRANE CO. Debt Securities Underwriting Agreement
Underwriting Agreement • February 5th, 2018 • Crane Co /De/ • Miscellaneous fabricated metal products • New York
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 26, 2007 Among CRANE CO. The Borrowing Subsidiaries Party Hereto The Lenders Party Hereto JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent BANK OF AMERICA, N.A., as...
Credit Agreement • September 26th, 2007 • Crane Co /De/ • Miscellaneous fabricated metal products • New York

AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 26, 2007 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among CRANE CO., the BORROWING SUBSIDIARIES party hereto, the LENDERS party hereto, the DEPARTING LENDERS (if any) party hereto, BANK OF AMERICA, N.A., as syndication agent (in such capacity, the “Syndication Agent”), CITIBANK, N.A. and THE BANK OF NEW YORK, as documentation agents (in such capacities, the “Documentation Agents”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”).

ARTICLE I
Stockholder Tender and Voting Agreement • April 25th, 2003 • Crane Co /De/ • Miscellaneous fabricated metal products • Delaware
FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 23rd, 2021 • Crane Co /De/ • Miscellaneous fabricated metal products • Delaware

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies at a time when it has become increasingly difficult to obtain adequate insurance coverage at reasonable costs;

OF
Offer to Purchase • April 25th, 2003 • Crane Co /De/ • Miscellaneous fabricated metal products
CRANE CO. EMPLOYMENT/SEVERANCE AGREEMENT (Revised 2/10)
Employment Agreement • February 28th, 2011 • Crane Co /De/ • Miscellaneous fabricated metal products • Delaware

The Board of Directors of the Company (the “Board”), on the advice of its Management Organization and Compensation Committee, has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Employee, notwithstanding the possibility, threat, or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Employee by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control, to encourage the Employee’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Employee with compensation arrangements upon a Change of Control which provide the Employee with individual financial security and which are competitive with those of other corporations and, in order to accomplish these objectives, the

FORM OF TENDER AND VOTING AGREEMENT
Tender and Voting Agreement • December 24th, 2009 • Crane Co /De/ • Miscellaneous fabricated metal products • Delaware

This TENDER AND VOTING AGREEMENT (this “Agreement”), dated December 23, 2009, by and among Crane Co., a Delaware corporation (“Parent”), Crane Merger Co., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), (“Stockholder”) and Merrimac Industries, Inc., a Delaware corporation (the “Company”).

200,000,000 3-YEAR TERM LOAN CREDIT AGREEMENT Dated as of December 20, 2017 Among CRANE CO., The Lenders Party Hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent JPMORGAN CHASE BANK, N.A., as Syndication Agent and BMO HARRIS BANK...
Term Loan Credit Agreement • December 21st, 2017 • Crane Co /De/ • Miscellaneous fabricated metal products • New York

THIS 3-YEAR TERM LOAN CREDIT AGREEMENT dated as of December 20, 2017 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among CRANE CO., the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as syndication agent (in such capacity, the “Syndication Agent”), BMO HARRIS BANK N.A., HSBC BANK USA, N.A. and TD BANK, N.A., as documentation agents (in such capacities, the “Documentation Agents”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”).

5-YEAR REVOLVING CREDIT AGREEMENT dated as of December 20, 2017 among CRANE CO., The Borrowing Subsidiaries Party Hereto, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent WELLS FARGO BANK, NATIONAL ASSOCIATION, as...
Revolving Credit Agreement • December 21st, 2017 • Crane Co /De/ • Miscellaneous fabricated metal products • New York

THIS 5-YEAR REVOLVING CREDIT AGREEMENT dated as of December 20, 2017 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among CRANE CO., the Borrowing Subsidiaries party hereto, the LENDERS party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as syndication agent (in such capacity, the “Syndication Agent”), BMO HARRIS BANK N.A., HSBC BANK USA, N.A. and TD BANK, N.A., as documentation agents (in such capacities, the “Documentation Agents”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

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TAX MATTERS AGREEMENT by and between CRANE HOLDINGS, CO. and CRANE COMPANY Dated as of April 3, 2023
Tax Matters Agreement • April 3rd, 2023 • Crane NXT, Co. • Miscellaneous fabricated metal products • Delaware

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of April 3, 2023 by and between Crane Holdings, Co., a Delaware corporation (“Distributing”), which will be renamed “Crane NXT, Co.” upon completion of the Distribution (as defined below), and Crane Company, a Delaware corporation (“SpinCo,” and together with Distributing, the “Parties”).

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • April 3rd, 2023 • Crane NXT, Co. • Miscellaneous fabricated metal products • Delaware

This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of April 3, 2023, by and between Crane Holdings, Co., a Delaware corporation (“Crane NXT”), and Crane Company, a Delaware corporation (“Crane Company”) (each a “Party” and together, the “Parties”). All capitalized terms used but not defined in this Agreement shall have the meanings assigned to them in the Separation and Distribution Agreement (defined below).

INTELLECTUAL PROPERTY MATTERS AGREEMENT
Intellectual Property Matters Agreement • April 3rd, 2023 • Crane NXT, Co. • Miscellaneous fabricated metal products • Delaware

This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is entered into as of April 3, 2023 (the “Effective Date”), by and between Crane Holdings, Co., a Delaware corporation (“Crane NXT”), and Crane Company, a Delaware corporation (“Crane Company”) (each a “Party” and together, the “Parties”).

SEPARATION AND DISTRIBUTION AGREEMENT by and between CRANE HOLDINGS, CO. and CRANE COMPANY Dated as of April 3, 2023
Separation and Distribution Agreement • April 3rd, 2023 • Crane NXT, Co. • Miscellaneous fabricated metal products • Delaware

THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), is entered into as of April 3, 2023, by and between Crane Holdings, Co., a Delaware corporation (“Crane Holdings, Co.,” prior to the Distribution (as defined below), and “Crane NXT, Co.,” following the Distribution), and Crane Company, a Delaware corporation and a wholly-owned subsidiary of Crane Holdings, Co. (“Crane Company”) (each a “Party” and together, the “Parties”).

150,000,000 364-DAY CREDIT AGREEMENT Dated as of December 20, 2017 Among CRANE CO., The Lenders Party Hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent JPMORGAN CHASE BANK, N.A., as Syndication Agent and BMO HARRIS BANK N.A.,...
364-Day Credit Agreement • December 21st, 2017 • Crane Co /De/ • Miscellaneous fabricated metal products • New York

THIS 364-DAY CREDIT AGREEMENT dated as of December 20, 2017 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among CRANE CO., the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as syndication agent (in such capacity, the “Syndication Agent”), BMO HARRIS BANK N.A., HSBC BANK USA, N.A. and TD BANK, N.A., as documentation agents (in such capacities, the “Documentation Agents”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”).

EMPLOYEE MATTERS AGREEMENT by and between CRANE HOLDINGS, CO. and CRANE COMPANY Dated as of April 3, 2023
Employee Matters Agreement • April 3rd, 2023 • Crane NXT, Co. • Miscellaneous fabricated metal products • Delaware

THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), is entered into as of April 3, 2023, by and between Crane Holdings, Co., a Delaware corporation (“Crane Holdings, Co.” prior to the Distribution (as defined below), and “Crane NXT, Co.” following the Distribution), and Crane Company, a Delaware corporation and a wholly-owned subsidiary of Crane Holdings, Co. (“Crane Company”) (each a “Party” and together, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in Article I hereof.

CRANE CO. Debt Securities Underwriting Agreement
Underwriting Agreement • September 8th, 2003 • Crane Co /De/ • Miscellaneous fabricated metal products • New York
THE LENDERS,
Multicurrency Credit Agreement • April 25th, 2003 • Crane Co /De/ • Miscellaneous fabricated metal products • Illinois
Contract
Settlement Agreement • October 22nd, 2004 • Crane Co /De/ • Miscellaneous fabricated metal products • Delaware

This MCC SETTLEMENT TRUST AGREEMENT (the “MCC Settlement Trust Agreement”) is entered into as of October 21, 2004 (the “Effective Date”) by and among MCC Holdings, Inc. (f/k/a Mark Controls Corporation), a Delaware corporation (“MCC”), Mark M. Gleason, solely in his capacity as the Active Trustee hereunder, Wilmington Trust Company, a Delaware banking corporation (the “Delaware Trustee” and, collectively with the Active Trustee, the “Trustees”) solely in its capacity as the Delaware Trustee hereunder, and the Claimants Representative Committee (as defined herein). MCC, the Trustees and the Claimants Representative Committee may be referred to herein as a “Party” or collectively as the “Parties”.

CRANE CO. Debt Securities Underwriting Agreement
Underwriting Agreement • December 13th, 2013 • Crane Co /De/ • Miscellaneous fabricated metal products • New York

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling (203) 363-7300 or by writing to the following address: Crane Co., 100 First Stamford Place, Stamford, CT 06902, Attention: Corporate Secretary, or by contacting J.P. Morgan Securities LLC collect at (212) 834-4533 or by contacting Wells Fargo Securities, LLC toll-free at (800) 326-5897 or by emailing a request to cmclientsupport@wellsfargo.com.

TIME-SHARING AGREEMENT
Time-Sharing Agreement • February 23rd, 2021 • Crane Co /De/ • Miscellaneous fabricated metal products

This Agreement is made as of April 27, 2020, by and between Crane Co., a corporation incorporated under the laws of the State of Delaware, with principal offices at 100 First Stamford Place, Stamford, Connecticut ("Lessor"), and James L.L. Tullis, an

364-DAY CREDIT AGREEMENT Dated as of April 16, 2020 Among CRANE CO., YILME HOLDINGS B.V., The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and TD BANK, N.A. and HSBC BANK USA, N.A., as Documentation Agents JPMORGAN CHASE...
364-Day Credit Agreement • April 17th, 2020 • Crane Co /De/ • Miscellaneous fabricated metal products • New York

THIS 364-DAY CREDIT AGREEMENT dated as of April 16, 2020 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among CRANE CO., a Delaware corporation (the “Company”), YILME HOLDINGS B.V. a private company with limited liability incorporated under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid) having its statutory seat (statutaire zetel) in Amsterdam and registered with the Dutch trade registry with number 69321450 (the “Dutch Borrower”; and together with the Company, each, a “Borrower”, and collectively, the “Borrowers”), the Lenders party hereto, TD BANK, N.A. and HSBC BANK USA, N.A., as Documentation Agents, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

AGREEMENT
Chairman Agreement • February 28th, 2011 • Crane Co /De/ • Miscellaneous fabricated metal products • Delaware

THIS AGREEMENT (this “Agreement”) is made as of this 24th day of January, 2011, by and between Crane Co., a Delaware corporation (the “Company”), and Robert S. Evans (“Mr. Evans”).

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