0001104659-06-070019 Sample Contracts

FIRST AMENDMENT TO THE RESTRICTED STOCK AWARD AGREEMENT UNDER THE TRAMMELL CROW COMPANY LONG-TERM INCENTIVE PLAN
Restricted Stock Award Agreement • November 1st, 2006 • Trammell Crow Co • Real estate operators (no developers) & lessors

This FIRST AMENDMENT (this “First Amendment”) to the Restricted Stock Award Agreement (the “Agreement”) dated as of , , by and between and Trammell Crow Company, a Delaware corporation (the “Corporation”), is made and adopted by the Corporation, effective as of the date set forth herein.

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FIRST AMENDMENT TO THE PERFORMANCE UNIT AWARD AGREEMENT UNDER THE TRAMMELL CROW COMPANY LONG-TERM INCENTIVE PLAN
Performance Unit Award Agreement • November 1st, 2006 • Trammell Crow Co • Real estate operators (no developers) & lessors

This FIRST AMENDMENT (this “First Amendment”) to the Performance Unit Award Agreement (the “Agreement”) dated as of August 9, 2006, between and Trammell Crow Company, a Delaware corporation (the “Corporation”), is made and adopted by the Corporation, effective as of the date set forth herein.

AGREEMENT AND PLAN OF MERGER by and among TRAMMELL CROW COMPANY, CB RICHARD ELLIS GROUP, INC. and A-2 ACQUISITION CORP.
Agreement and Plan of Merger • November 1st, 2006 • Trammell Crow Co • Real estate operators (no developers) & lessors • Delaware

This AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into this 30th day of October 2006, by and among Trammell Crow Company, a Delaware corporation (the “Company”), CB Richard Ellis Group, Inc., a Delaware corporation (“Parent”), and A-2 Acquisition Corp., a Delaware corporation wholly owned, directly or indirectly, by Parent (“Acquiror”).

FORM OF VOTING AGREEMENT
Form of Voting Agreement • November 1st, 2006 • Trammell Crow Co • Real estate operators (no developers) & lessors • Delaware

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of October 30, 2006, by and among CB Richard Ellis Group, Inc., a Delaware corporation (“Parent”), A-2 Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquiror”), Trammell Crow Company, a Delaware corporation (the “Company”), and the undersigned stockholder (“Stockholder”) of the Company.

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