McDermott Will & Emery Sample Contracts

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1 Exhibit 10.1 Employment agreement with Mitch Gutkowski
Employment Agreement • November 16th, 2000 • Select Media Communications Inc • Services-motion picture & video tape production • New York
STOCK PURCHASE AGREEMENT by and among IntegraMed America, Inc., IDVC Acquisition Co., The Sellers Named Herein, The Guarantors Named Herein
Stock Purchase Agreement • August 8th, 2007 • Integramed America Inc • Services-offices & clinics of doctors of medicine • New York
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS
Voting Agreement • June 24th, 2005 • Clinical Data Inc • Laboratory analytical instruments • Delaware
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 26th, 2023 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 25, 2023, between Inhibikase Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

R E C I T A L :
Note Purchase Agreement • November 14th, 2001 • Sheffield Pharmaceuticals Inc • Pharmaceutical preparations • New York
BY AND AMONG
Merger Agreement • July 7th, 2006 • Intersections Inc • Services-computer processing & data preparation • Delaware
1 Exhibit 1.1 UNDERWRITING AGREEMENT
Underwriting Agreement • April 4th, 2000 • MCK Communications Inc • Telephone & telegraph apparatus • New York
EXHIBIT 99.3 AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 7th, 2006 • Clinical Data Inc • Laboratory analytical instruments • New York
EXHIBIT 1.1 MICRUS CORPORATION _____ Shares Common Stock(1) UNDERWRITING AGREEMENT
Underwriting Agreement • May 17th, 2005 • Micrus Corp • Surgical & medical instruments & apparatus • Illinois
among
Merger Agreement • March 9th, 2005 • Gardner Denver Inc • General industrial machinery & equipment
INDEMNITY AGREEMENT
Indemnification Agreement • December 23rd, 2021 • Larkspur Health Acquisition Corp. • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 20, 2021, by and between LARKSPUR HEALTH ACQUISITION CORP., a Delaware corporation (the “Company”), and each of the undersigned persons (each, an “Indemnitee”).

JUNE 30, 2008
Asset Purchase Agreement • July 7th, 2008 • Ilinc Communications Inc • Services-computer programming, data processing, etc. • Illinois
FIRST SIERRA FINANCIAL, INC. COMMON STOCK, PAR VALUE $.01 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • June 21st, 1999 • First Sierra Financial Inc • Miscellaneous business credit institution • California
RECITALS
Executive Employment Agreement • April 27th, 2007 • WCI Steel, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio
PowerUp Acquisition Corp. 25,000,000 Units UNDERWRITING AGREEMENT
Underwriting Agreement • February 23rd, 2022 • PowerUp Acquisition Corp. • Blank checks • New York

PowerUp Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. is acting as Representative (the “Representative”), an aggregate of 25,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,750,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized t

UNDERWRITING AGREEMENT between ELEPHANT OIL CORP. and SPARTAN CAPITAL SECURITIES, LLC, as Representative of the Several Underwriters ELEPHANT OIL CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • July 28th, 2023 • Elephant Oil Corp. • Crude petroleum & natural gas • New York

The undersigned, Elephant Oil Corp., a corporation formed under the laws of the State of Nevada (the “Company”), hereby confirms its agreement (this “Agreement”) with Spartan Capital Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

WARRANT AGREEMENT between PAPAYA GROWTH OPPORTUNITY CORP. I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2022
Warrant Agreement • January 10th, 2022 • Papaya Growth Opportunity Corp. I • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2022, is by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • November 10th, 2021 • Seaport Global Acquisition II Corp. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021, by and between Seaport Global Acquisition II Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).

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CHANGE IN CONTROL AGREEMENT FOR WILLIAM BLACKMORE
Change in Control Agreement • November 18th, 2002 • Actuant Corp • Misc industrial & commercial machinery & equipment • Wisconsin
Household Capital Trust VI and Household International, Inc.
Underwriting Agreement • January 23rd, 2001 • Household Capital Trust Vi • Asset-backed securities • New York
6,000,000 Units CAYSON ACQUISITION CORP UNDERWRITING AGREEMENT
Underwriting Agreement • September 20th, 2024 • Cayson Acquisition Corp • Blank checks • New York

Cayson Acquisition Corp, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (“EarlyBird” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”; provided that, if only EarlyBird is listed on such Schedule A, any references to the Underwriters shall refer exclusively to EarlyBird), as follows:

REPROS THERAPEUTICS INC. (a Delaware corporation) 3,750,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • June 24th, 2013 • Repros Therapeutics Inc. • Biological products, (no disgnostic substances) • New York
1 EXHIBIT 2.1 PURCHASE AGREEMENT DATED AS OF MAY 1, 2000 BY AND BETWEEN
Purchase Agreement • May 16th, 2000 • Liberty Group Operating Inc • Newspapers: publishing or publishing & printing • Illinois
[Published CUSIP Number: ____________] CREDIT AGREEMENT Dated as of October 20, 2004
Credit Agreement • October 21st, 2004 • Kellwood Co • Women's, misses', and juniors outerwear • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 22nd, 2023 • Enzo Biochem Inc • Services-medical laboratories • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 19, 2023, between Enzo Biochem, Inc., a New York corporation (the “Company”), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”), and JGB Collateral LLC, a Delaware limited liability company, as collateral agent for the Purchasers.

INDEMNITY AGREEMENT
Indemnity Agreement • December 6th, 2021 • Athena Technology Acquisition Corp. II • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [-], 2021, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”), and (“Indemnitee”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 21st, 2014 • 1347 Capital Corp • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of July 15, 2014, by and among 1347 Capital Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and, collectively, the “Investors”).

AMONG WCI STEEL ACQUISITION, INC., A DELAWARE CORPORATION AS BORROWER AND
Credit Agreement • April 27th, 2007 • WCI Steel, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
as Issuer,
Indenture • January 10th, 2000 • SCV Epi Vineyards Inc • Beverages • New York
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