RIGHTS AGREEMENT This Rights Agreement (this "Agreement"), is made and entered into as of December 16, 2008, between NN, Inc., a Delaware corporation (the "Company"), and Computershare Trust Company, N.A. (the "Rights Agent"). The Board of Directors...Rights Agreement • December 18th, 2008 • Nn Inc • Ball & roller bearings • Delaware
FORM OF OPINION OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)Underwriting Agreement • April 12th, 2017 • CorEnergy Infrastructure Trust, Inc. • Real estate investment trusts • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 29th, 2021 • Northern Genesis Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 23rd day of March, 2021, by and among Northern Genesis Acquisition Corp. III, a Delaware corporation (the “Company”), Northern Genesis Sponsor III LLC, a Delaware limited liability company (the “Sponsor”), Northern Genesis Capital III LLC, a Delaware limited liability company (the “FPA Representative” and, together with the Sponsor and each of their respective successors and permitted assigns, the “Initial Investors”), for the benefit of the Initial Investors, each other person or entity that from time to time may acquire Registrable Securities (as defined below) from the Company, and all of their respective successors and permitted assigns (each an “Investor” and, collectively, the “Investors”).
AMENDMENT NO. 8 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 19th, 2019 • Nn Inc • Ball & roller bearings • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of December 19, 2019, among NN, Inc., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and each individually, a “Lender”), and TRUIST BANK, successor by merger to SUNTRUST BANK, as Administrative Agent.
Green Plains Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • August 9th, 2021 • Green Plains Inc. • Industrial organic chemicals • New York
JEFFERIES LLC BOFA SECURITIES, INC. As Representatives of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o BofA Securities, Inc. One Bryant Park New York, New York 10036
RECITALSCredit Agreement • March 21st, 2008 • Southwest Iowa Renewable Energy, LLC • Industrial organic chemicals
CORENERGY INFRASTRUCTURE TRUST, INC. AND as Trustee INDENTURE Dated as of August 12, 2019Indenture • August 12th, 2019 • CorEnergy Infrastructure Trust, Inc. • Real estate investment trusts • New York
INDENTURE, dated as of August 12, 2019, between CorEnergy Infrastructure Trust, Inc., a Maryland corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • December 16th, 2021 • Caseys General Stores Inc • Retail-auto dealers & gasoline stations • New York
CREDIT AGREEMENT dated as of January 11, 2019, (this “Agreement”) among CASEY’S GENERAL STORES, INC. (the “Borrower”), the LENDERS from time to time party hereto, the ISSUING BANKS from time to time party hereto, and ROYAL BANK OF CANADA, as Administrative Agent.
EXECUTION COPY LEASE AGREEMENT This LEASE AGREEMENT (the "Lease") is made and entered into as of the 15th day of December, 2008 (the "Commencement Date"), by and between BUNGE NORTH AMERICA, INC., a New York corporation ("Landlord"), and SOUTHWEST...Execution Copy • December 22nd, 2008 • Southwest Iowa Renewable Energy, LLC • Industrial organic chemicals
AMENDMENT AND RESTATEMENT AGREEMENTCredit Agreement • October 3rd, 2016 • Nn Inc • Ball & roller bearings • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of September 30, 2016, among NN, Inc., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and each individually, a “Lender”), and SUNTRUST BANK, as successor to KeyBank National Association, as Administrative Agent.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 3rd, 2019 • ATRM Holdings, Inc. • Prefabricated wood bldgs & components • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of July 3, 2019 (as amended, supplemented or otherwise modified from time to time, and together with all exhibits and schedules hereto, this “Agreement”), is entered into by and among Digirad Corporation, a Delaware corporation (“Parent”), ATRM Holdings, Inc., a Minnesota corporation (the “Company”), and Digirad Acquisition Corporation, a Minnesota corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
CREDIT AGREEMENT Dated as of June 8, 2011 among QUINTILES TRANSNATIONAL CORP. as the Borrower JPMORGAN CHASE BANK, N.A. as Administrative Agent, Swing Line Lender and L/C Issuer THE OTHER LENDERS PARTY HERETO J.P. MORGAN SECURITIES LLC and BARCLAYS...Credit Agreement • February 15th, 2013 • Quintiles Transnational Holdings Inc. • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of June 8, 2011, among Quintiles Transnational Corp., a North Carolina corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, each a “Lender”), and JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
Agreement and Plan of Merger by and among American Italian Pasta Company, Ralcorp Holdings, Inc. and Excelsior Acquisition Co. Dated as of June 20, 2010Agreement and Plan of Merger • June 21st, 2010 • Ralcorp Holdings Inc /Mo • Grain mill products • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of June 20, 2010, is by and among American Italian Pasta Company, a Delaware corporation (the “Company”), Ralcorp Holdings, Inc., a Missouri corporation (“Parent”), and Excelsior Acquisition Co., a Delaware corporation (“Merger Sub”).
CREDIT AGREEMENT Dated as of March 8, 2019 among KANSAS CITY SOUTHERN as Borrower THE GUARANTORS FROM TIME TO TIME PARTY HERETO as Guarantors and THE LENDERS AND ISSUING BANKS FROM TIME TO TIME PARTY HERETO as Lenders and Issuing Banks and BANK OF...Credit Agreement • March 11th, 2019 • Kansas City Southern • Railroads, line-haul operating • New York
CREDIT AGREEMENT (this “Agreement”) dated as of March 8, 2019 among Kansas City Southern (“KCS”), a Delaware corporation (the “Borrower”), the Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), the Issuing Banks (as hereinafter defined), Bank of America, N.A. (“Bank of America”), as administrative agent (together with any successor administrative agent appointed pursuant to Article VII, the “Administrative Agent” and, together with the Co-Syndication Agents, the “Agents”) for the Lender Parties (as hereinafter defined), Citibank, N.A., JPMorgan Chase Bank, N.A., U.S. Bank National Association and Wells Fargo Bank, National Association as co-syndication agents (the “Co-Syndication Agents”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending servi
GREEN PLAINS PARTNERS LP 10,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • July 1st, 2015 • Green Plains Partners LP • Industrial organic chemicals • New York
Green Plains Partners LP, a Delaware limited partnership (the “Partnership”), proposes to sell 10,000,000 common units (the “Firm Units”), representing limited partner interests in the Partnership (the “Common Units”), to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”). In addition, the Partnership proposes to grant to the Underwriters an option to purchase up to 1,500,000 additional Common Units on the terms set forth in Section 2 (the “Option Units”). The Firm Units and the Option Units, if purchased, are hereinafter collectively called the “Units”. This Agreement is to confirm the agreement concerning the purchase of the Units from the Partnership by the Underwriters.
NORTHERN GENESIS ACQUISITION CORP. II 36,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • January 19th, 2021 • Northern Genesis Acquisition Corp. II • Blank checks • New York
Northern Genesis Acquisition Corp. II, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 36,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 5,400,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Public Units.”
AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH GREEN PLAINS TRADE GROUP LLC AND the other Persons joined as borrowers from time to time (BORROWERS) Arranged by: PNC CAPITAL...Security Agreement • January 27th, 2011 • Green Plains Renewable Energy, Inc. • Industrial organic chemicals • Illinois
Amended and Restated Revolving Credit and Security Agreement dated as of January 21, 2011 among Green Plains Trade Group LLC, a limited liability company formed under the laws of the State of Delaware (“GTRADE”), and each Person joined as a Borrower from time to time (each a “Borrower”, and collectively “Borrowers”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • March 11th, 2021 • Northern Genesis Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of March, 2021, by and among Northern Genesis Acquisition Corp. III, a Delaware corporation (the “Company”), Northern Genesis Sponsor III LLC, a Delaware limited liability company (the “Sponsor”), Northern Genesis Capital III LLC, a Delaware limited liability company (the “FPA Representative” and, together with the Sponsor and each of their respective successors and permitted assigns, the “Initial Investors”), for the benefit of the Initial Investors, each other person or entity that from time to time may acquire Registrable Securities (as defined below) from the Company, and all of their respective successors and permitted assigns (each an “Investor” and, collectively, the “Investors”).
AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONAgreement of Merger and Plan of Reorganization • June 13th, 2014 • CannLabs, Inc. • Services-racing, including track operation • Nevada
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “ Agreement”) is made and entered into on June 12, 2014, by and among CannLabs, Inc., a Nevada corporation (“Parent”), CLB Acquisition Corp., a Nevada corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and Carbon Bond Holdings, Inc. a Colorado corporation (the “ Company”).
Return to: Michelle Mapes, Esq. Husch Blackwell Sanders LLP 1620 Dodge Street, Suite 2100 Omaha, NE 68102 DEED OF TRUST THIS DEED OF TRUST ("Deed of Trust"), is made this _____ day of April, 2008, by and among NEDAK Ethanol, LLC, ("Trustor" also known...Nedak Ethanol, LLC • April 15th, 2008 • Industrial organic chemicals • Nebraska
THIS DEED OF TRUST ("Deed of Trust"), is made this _____ day of April, 2008, by and among NEDAK Ethanol, LLC, ("Trustor" also known as "Borrower"), a Nebraska limited liability company, whose mailing address is PO Box #391, Atkinson, NE 68713, Lawyers Title Insurance Corporation, a Nebraska corporation ("Trustee"), whose mailing address is 10 South LaSalle Street, Suite 2500, Chicago, IL 60603, and Delta T Corporation ("Beneficiary" also known as "Lender"), a Virginia corporation whose mailing address is 133 Waller Mill Road, Williamsburg, VA 23185.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 21st, 2021 • New York
Blue Valley Ban Corp., a Kansas corporation (the "Company"), Bank of Blue Valley, a Kansas entity (the "Bank"), and the United States Department of the Treasury (the "Selling Shareholder") each confirms its agreement (this "Agreement") with the placement agents set forth on Schedule A hereto (the "Placement Agents") with respect to the direct sale by the Selling Shareholder to one or more Winning Bidders (as defined in Section 2(a) hereof) and the placement, as agent of the Selling Shareholder, by the Placement Agents of 21,750 shares of Fixed Rate Cumulative Perpetual Preferred Stock, par value $1.00 per share, of the Company (the "Securities").
TERM LOAN CREDIT AGREEMENT Dated as of August 29, 2014 among NN, Inc., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, KEYBANK NATIONAL ASSOCIATION, as Syndication Agent and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and...Term Loan Credit Agreement • September 2nd, 2014 • Nn Inc • Ball & roller bearings • New York
This TERM LOAN CREDIT AGREEMENT (“Agreement”) is entered into as of August 29, 2014, among NN, Inc., a Delaware corporation (the “Borrower”), each Lender party hereto and BANK OF AMERICA, N.A., as Administrative Agent.
WARRANT AGREEMENTWarrant Agreement • March 29th, 2021 • Northern Genesis Acquisition Corp. III • Blank checks • New York
This agreement is made as of March 23, 2021 between Northern Genesis Acquisition Corp. III, a Delaware corporation, with offices at 4801 Main Street, Suite 1000, Kansas City, MO 64112 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
COMMERCE BANCSHARES, INC. COMMON STOCK (PAR VALUE $5.00) EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • February 27th, 2009 • Commerce Bancshares Inc /Mo/ • State commercial banks • New York
Commerce Bancshares, Inc., a Missouri corporation (the “Company”), proposes to issue and sell through Morgan Stanley & Co. Incorporated, as sales agent (the “Manager”), on the terms set forth in this equity distribution agreement (this “Agreement”), shares (the “Shares”) of its common stock, par value $5.00, having aggregate gross sales proceeds of up to $200,000,000. The shares of common stock, par value $5.00, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Stock”.
1,304,347 Shares* Guaranty Federal Bancshares, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 4th, 2014 • Guaranty Federal Bancshares Inc • State commercial banks • Florida
Guaranty Federal Bancshares, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to Raymond James & Associates, Inc. (the “Underwriter”), an aggregate of 1,304,347 shares of its Common Stock, par value $0.10 per share (the “Common Stock”). The aggregate of 1,304,347 shares to be purchased from the Company are called the “Firm Shares.” In addition, the Company has agreed to sell to the Underwriter, upon the terms and conditions stated herein, up to an additional 195,652 shares of Common Stock (the “Additional Shares”) to cover over-allotments by the Underwriter, if any. The Firm Shares and the Additional Shares are collectively referred to in this Agreement as the “Shares.”
FOURTH AMENDMENT, dated as of August 24, 2021 (this “Agreement”), to the First Lien Credit Agreement, dated as of October 22, 2019 (as amended by the First Amendment thereto, dated as of December 2, 2019, as amended by the Second Amendment thereto,...First Lien Credit Agreement • October 26th, 2023 • Waystar Holding Corp. • Services-computer integrated systems design • New York
FIRST LIEN CREDIT AGREEMENT, dated as of October 22, 2019 (this “Agreement”), by and among Derby Parent, Inc., a Delaware corporation (“Initial Holdings”) and, after giving effect to the Closing Date Holdings Assumption (as defined below), BNVC Holdings, Inc., a Delaware corporation (together with Initial Holdings, collectively, “Holdings”), Derby Merger Sub, Inc., a Delaware corporation (“Merger Sub”), after giving effect to the Target Merger (as defined below), BNVC Group Holdings, Inc., a Delaware corporation (the “Target”) and after giving effect to the Closing Date Borrower Assumption, Waystar Technologies, Inc. (f/k/a Navicure, Inc.), a Delaware corporation (the “Company” and, together with Merger Sub and the Target, collectively, the “Borrower”), the Lenders from time to time party hereto, JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders (in its capacity as administrative agent, the “Administrative Agent”), JPMorgan Chase Bank, N.A., in its capa
AGREEMENT ANDAgreement • May 22nd, 2008 • Gardner Lewis Investment Trust • Massachusetts
AGREEMENT AND PLAN OF MERGER by and among THE EMPIRE DISTRICT ELECTRIC COMPANY, LIBERTY UTILITIES (CENTRAL) CO. and LIBERTY SUB CORP. Dated as of February 9, 2016Agreement and Plan of Merger • February 9th, 2016 • Empire District Electric Co • Electric services • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 9, 2016, is by and among THE EMPIRE DISTRICT ELECTRIC COMPANY, a Kansas corporation (the “Company”), LIBERTY UTILITIES (CENTRAL) CO., a Delaware corporation (“Parent”), and LIBERTY SUB CORP., a Kansas corporation (“Merger Sub” and, together with the Company and Parent, the “Parties”).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 26th, 2019 • American Outdoor Brands Corp • Ordnance & accessories, (no vehicles/guided missiles) • New York
This CREDIT AGREEMENT (“Agreement”) isentered into as ofJune 15, 2015, , among SMITH & WESSON HOLDINGAMERI CA N OUTDOOR BR AN DS CORPORATION, a Nevada corporation (f/k/a Smith & We ss on Holdin g Corpo rat ion) (the “Company”), AMERI CAN OUT DOOR BR ANDS S AL ES C OM PA NY, a Dela wa re co rp ora tion (f /k/a Sm ith & We ss on Corp.) (“ AO BSC ”) , and SMITH & WESSON CORPIN C., a Delaware corporation (f/k/a Smi th & We sson Fi rearms, In c.) (“S&W”), and, together with the Company and AO BSC , the “Borrowers” and, each a “Borrower”), the Guarantors (as hereinafter defined) from time to time party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and TD BANK, N.A., as Administrative Agent and Swingline Lender.
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • September 13th, 2010 • Kansas City Southern De Mexico, S.A. De C.V. • Railroads, line-haul operating • New York
Kansas City Southern de México, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of the United Mexican States (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange up to $300,000,000 aggregate principal amount of its 8% Senior Notes due 2018 (the “Exchange Notes”) for an equal aggregate principal amount of its outstanding 8% Senior Notes due 2018 (the “Old Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus (the “Prospectus”) included in the Company’s registration statement on Form S-4 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”) on September ___, 2010. The Old Notes and the Exchange Notes are collectively referred to in this Exchange Agent Agreement (this “Agreement”) as the “Notes” or the “Securities.” Capitalized terms used herein and not defined shall have the respective meanings ascribed to them in the Registration S
AGREEMENT ANDAgreement • April 18th, 2008 • Gardner Lewis Investment Trust • Massachusetts
AGREEMENT AND PLAN OF MERGER by and among PULMUONE U.S.A., INC., PULMUONE CORNERSTONE CORPORATION and MONTEREY GOURMET FOODS, INC.Agreement and Plan of Merger • October 9th, 2009 • Monterey Gourmet Foods • Miscellaneous food preparations & kindred products • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of October 8, 2009 (this “Agreement”), by and among PULMUONE U.S.A., INC., a California corporation (“Parent”), PULMUONE CORNERSTONE CORPORATION, a Delaware corporation and a wholly owned Subsidiary of Parent (“Purchaser”), and MONTEREY GOURMET FOODS, INC., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.3 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
AMENDED AND RESTATED INVESTMENT AGREEMENT by and among AMC ENTERTAINMENT HOLDINGS, INC., SLA CM AVATAR HOLDINGS, L.P. and SARGAS INVESTMENT PTE. Dated as of July 31, 2020Investment Agreement • August 3rd, 2020 • Silver Lake Group, L.L.C. • Services-motion picture theaters • Delaware
This AMENDED AND RESTATED INVESTMENT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of July 31, 2020, is by and among (i) AMC Entertainment Holdings, Inc., a Delaware corporation (together with any successor or assign pursuant to Section 6.07, the “Company”), (ii) SLA CM Avatar Holdings, L.P., a Delaware limited partnership (“SLA Purchaser”) and (iii) Sargas Investment Pte. Ltd, a Singapore private company limited by shares (“Sargas Purchaser” and together with SLA Purchaser and their successors and any Affiliate that becomes a Purchaser party hereto in accordance with Section 6.07, collectively, the “Purchaser”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article I. This Agreement serves to amend and restate the Investment Agreement, dated as of September 14, 2018, in full.
American Depositary Shares Representing Class A Ordinary Shares (par value US$0.0001 per share) EHANG HOLDINGS LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • December 9th, 2019 • EHang Holdings LTD • Air transportation, scheduled • New York
AGREEMENT AND PLAN OF MERGER By and Among STANDEX INTERNATIONAL CORPORATION, SHOCKWAVE ACQUISITION CORPORATION and TOROTEL, INC. Dated as of November 26, 2019Agreement and Plan of Merger • December 3rd, 2019 • Torotel Inc • Electronic coils, transformers & other inductors • Missouri
This Agreement and Plan of Merger (this “Agreement”), is entered into as of November 26, 2019, by and among Torotel, Inc., a Missouri corporation (the “Company”), Standex International Corporation, a Delaware corporation (“Parent”), and Shockwave Acquisition Corporation, a Missouri corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.
