Sc-to-c Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • September 24th, 2004 • Neuberger Berman Real Estate Income Fund Inc
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Agreement and Plan of Merger by and among
Merger Agreement • April 3rd, 2001 • 3 D Systems Corp • Services-prepackaged software • Delaware
AMONG
Merger Agreement • January 5th, 2001 • Crowley Maritime Corp • Deep sea foreign transportation of freight • Delaware
RECITALS
Security Agreement • February 10th, 2006 • Credit Acceptance Corporation • Personal credit institutions • Michigan
Exhibit (d)(1) AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
Limited Partnership Agreement • August 27th, 2003 • Starwood Hotel & Resorts Worldwide Inc • Hotels & motels
FORM OF TEAM AMERICA CORPORATION
Offer to Purchase • November 13th, 2000 • Team America Corporation • Services-help supply services
Up to $1,350,000,000 THORNBURG MORTGAGE, INC. Senior Subordinated Secured Notes Due 2015 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 4th, 2008 • Thornburg Mortgage Inc • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT dated March 31, 2008 (the “Agreement”) is entered into by and among Thornburg Mortgage, Inc., a Maryland corporation (the “Company”), the guarantor listed on the signature pages hereof (collectively with any other guarantor from time to time, the “Guarantors”), and MP TMA, LLC, MP TMA (Cayman), LLC and other purchasers listed on the signature pages hereof (collectively, the “Purchasers”).

SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of April 3, 2014 among FS INVESTMENT CORPORATION, as Borrower The LENDERS Party Hereto and ING CAPITAL LLC, as Administrative Agent, Arranger and Bookrunner
Senior Secured Revolving Credit Agreement • April 4th, 2014 • FS Investment CORP • New York

SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of April 3, 2014 (this “Agreement”), among FS INVESTMENT CORPORATION, a Maryland corporation (the “Borrower”), the LENDERS party hereto, and ING CAPITAL LLC, as Administrative Agent.

AGREEMENT AND PLAN OF MERGER by and among JOHNSON & JOHNSON, ATHOS MERGER SUB, INC. and ABIOMED, INC. Dated as of October 31, 2022
Merger Agreement • November 1st, 2022 • Johnson & Johnson • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 31, 2022 by and among Johnson & Johnson, a New Jersey corporation (“Parent”), Athos Merger Sub, Inc., a Delaware corporation and a direct or indirect wholly owned Subsidiary of Parent (“Merger Sub”), and ABIOMED, Inc., a Delaware corporation (the “Company”).

PURCHASE AGREEMENT
Purchase Agreement • December 22nd, 2011 • Mattersight Corp • Services-management consulting services • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 19th day of December, 2011, by and among Mattersight Corporation, a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

AGREEMENT AND PLAN OF MERGER by and among BHP BILLITON LIMITED, BHP BILLITON PETROLEUM (NORTH AMERICA) INC., NORTH AMERICA HOLDINGS II INC. and PETROHAWK ENERGY CORPORATION Dated as of July 14, 2011
Merger Agreement • July 15th, 2011 • BHP Billiton LTD • Metal mining • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of July 14, 2011 (this “Agreement”), among BHP Billiton Limited, a corporation organized under the laws of Victoria, Australia (the “Guarantor”), BHP Billiton Petroleum (North America) Inc., a Delaware corporation and wholly owned subsidiary of the Guarantor (“Parent”), North America Holdings II Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Petrohawk Energy Corporation, a Delaware corporation (the “Company,” and together with Parent and Merger Sub, the “Parties”).

WITNESSETH:
Merger Agreement • April 30th, 2007 • Greatbatch, Inc. • Miscellaneous electrical machinery, equipment & supplies • Minnesota
CREDIT AGREEMENT dated as of May 21, 2023 by and among IRONWOOD PHARMACEUTICALS, INC., as Borrower WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and as Collateral Agent CITIZENS BANK, N.A., as Co- Administrative Agent and THE...
Credit Agreement • May 22nd, 2023 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations • New York

This CREDIT AGREEMENT is entered into as of May 21, 2023, by and among Ironwood Pharmaceuticals, Inc., a Delaware corporation (the “Borrower”), Wells Fargo Bank, National Association, as administrative agent under the Loan Documents (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent under the Loan Documents (in such capacity, including any successor thereto, the “Collateral Agent”), each Issuing Bank from time to time party hereto, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”). Capitalized terms used herein are defined as set forth in Section 1.01.

Amended and Restated Memorandum of Understanding
Tender Offer Agreement • September 4th, 2001 • Prime Group Realty Trust • Real estate investment trusts • Illinois
SUPPORT AGREEMENT
Support Agreement • January 27th, 2015 • Lattice Semiconductor Corp • Semiconductors & related devices • Delaware

THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of January 27, 2015 by and between Lattice Semiconductor Corporation, a Delaware corporation (“Parent”), and the undersigned stockholder (“Stockholder”) of Silicon Image, Inc., a Delaware corporation (the “Company”).

AMONG
Stock Purchase Agreement • March 10th, 2003 • Fila Holding Spa • Women's, misses', and juniors outerwear • New York
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AGREEMENT AND PLAN OF MERGER dated as of April 25, 2017 among ADVANCEPIERRE FOODS HOLDINGS, INC. TYSON FOODS, INC. and DVB MERGER SUB, INC.
Merger Agreement • April 25th, 2017 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • New York

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of April 25, 2017, by and among AdvancePierre Foods Holdings, Inc., a Delaware corporation (the “Company”), Tyson Foods, Inc., a Delaware corporation (“Parent”), and DVB Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).

AGREEMENT AND PLAN OF MERGER dated as of January 6, 2022, among STRYKER CORPORATION, VOICE MERGER SUB CORP. and VOCERA COMMUNICATIONS, INC.
Merger Agreement • January 11th, 2022 • Stryker Corp • Surgical & medical instruments & apparatus • Delaware

AGREEMENT AND PLAN OF MERGER dated as of January 6, 2022 (this “Agreement”), among Stryker Corporation, a Michigan corporation (“Parent”), Voice Merger Sub Corp., a Delaware corporation and a direct or indirect wholly owned subsidiary of Parent (“Merger Sub”), and Vocera Communications, Inc., a Delaware corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER by and among HEWLETT-PACKARD COMPANY PRIAM ACQUISITION CORPORATION and ARCSIGHT, INC. Dated as of September 13, 2010
Merger Agreement • September 13th, 2010 • Hewlett Packard Co • Computer & office equipment • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 13, 2010 (the “Agreement Date”) by and among Hewlett-Packard Company, a Delaware corporation (“Parent”), Priam Acquisition Corporation, a Delaware corporation and a wholly-owned, direct or indirect, subsidiary of Parent (“Merger Sub”), and ArcSight, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I hereof.

AGREEMENT AND PLAN OF MERGER among OMRON CORPORATION, OMRON MANAGEMENT CENTER OF AMERICA, INC., HOFFMAN ACQUISITION CORP. and ADEPT TECHNOLOGY, INC. Dated as of September 16, 2015
Merger Agreement • September 16th, 2015 • Omron Corp /Fi • American depositary receipts • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 16, 2015, among OMRON Corporation, a Japanese corporation (“Omron”), Omron Management Center of America, Inc., a Delaware corporation and wholly-owned Subsidiary of Omron (“Parent”), Hoffman Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Adept Technology, Inc., a Delaware corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER among
Merger Agreement • September 28th, 2009 • Gentek Inc • Chemicals & allied products • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of September 28, 2009 (this “Agreement”), by and among ASP GT Holding Corp., a Delaware corporation (“Parent”), ASP GT Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (the “Purchaser”), and GenTek Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.

AGREEMENT AND PLAN OF MERGER by and among:
Merger Agreement • May 10th, 2007 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • Delaware
GUARANTEE, PLEDGE AND SECURITY AGREEMENT dated as of April 3, 2014 among FS INVESTMENT CORPORATION, as Borrower The SUBSIDIARY GUARANTORS Party Hereto ING CAPITAL LLC, as Revolving Administrative Agent Each FINANCING AGENT and DESIGNATED INDEBTEDNESS...
Guarantee, Pledge and Security Agreement • April 4th, 2014 • FS Investment CORP • New York

GUARANTEE, PLEDGE AND SECURITY AGREEMENT, dated as of April 3, 2014 (as amended, supplemented, or otherwise modified from time to time, this “Agreement”), among FS Investment Corporation, a corporation duly organized and validly existing under the laws of the State of Maryland (the “Borrower”), IC American Energy Investments, Inc., a corporation duly organized and validly existing under the laws of the state of Delaware, FSIC Investments, Inc., a corporation duly organized and validly existing under the laws of the state of Delaware, each other entity that becomes a “SUBSIDIARY GUARANTOR” after the date hereof pursuant to Section 7.05 hereof (collectively, the “Subsidiary Guarantors” and, together with the Borrower, the “Obligors”), ING CAPITAL LLC, as administrative agent for the parties defined as “Lenders” under the Revolving Credit Facility referred to below (in such capacity, together with its successors in such capacity, the “Revolving Administrative Agent”), each “Financing Agen

AGREEMENT AND PLAN OF MERGER BY AND AMONG HORIZON PHARMA PLC, MISNEACH CORPORATION AND RAPTOR PHARMACEUTICAL CORP. DATED AS OF SEPTEMBER 12, 2016
Merger Agreement • September 12th, 2016 • Horizon Pharma PLC • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 12, 2016 by and among Horizon Pharma plc, a public limited company organized under the laws of Ireland (“Parent”), Misneach Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Raptor Pharmaceutical Corp., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Article X.

and
Rights Agreement • September 24th, 2004 • Neuberger Berman Real Estate Income Fund Inc • New York
AGREEMENT AND PLAN OF MERGER among TYSON FOODS, INC., HMB HOLDINGS, INC., and THE HILLSHIRE BRANDS COMPANY Dated as of July 1, 2014
Merger Agreement • July 2nd, 2014 • Tyson Foods Inc • Poultry slaughtering and processing • Maryland

This AGREEMENT AND PLAN OF MERGER, dated as of July 1, 2014 (this “Agreement”), is made and entered into by and among Tyson Foods, Inc., a Delaware corporation (“Parent”), The Hillshire Brands Company, a Maryland corporation (the “Company”), and HMB Holdings, Inc., a Maryland corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company are referred to individually as a “Party” and collectively as the “Parties.”

TENDER AND VOTING AGREEMENT
Tender and Voting Agreement • February 7th, 2011 • Universal Hospital Services Inc • Services-miscellaneous equipment rental & leasing • Nevada

This TENDER AND VOTING AGREEMENT (this "Agreement"), is dated as of February 6, 2011, by and among Universal Hospital Services, Inc., a Delaware corporation ("Parent"), Sunrise Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Louis Buther (the "Stockholder") in his capacity as a stockholder of Emergent Group Inc., a Nevada corporation (the "Company"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Merger Agreement (defined below).

AGREEMENT AND PLAN OF MERGER by and among RESTAURANT BRANDS INTERNATIONAL INC., ORANGE, INC., RESTAURANT BRANDS HOLDINGS CORPORATION (solely for purposes of Section 9.03) and POPEYES LOUISIANA KITCHEN, INC. dated as of February 21, 2017
Merger Agreement • February 22nd, 2017 • Restaurant Brands International Inc. • Retail-eating places • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 21, 2017, is entered into by and among RESTAURANT BRANDS INTERNATIONAL INC., a corporation existing under the laws of Canada (“Parent”); solely for purposes of Section 9.03, RESTAURANT BRANDS HOLDINGS CORPORATION, a corporation existing under the laws of the Province of Ontario and an indirect Subsidiary of Parent (“Intermediate Parent”); ORANGE, INC., a Minnesota corporation and an indirect Subsidiary of Parent (“Sub”); and POPEYES LOUISIANA KITCHEN, INC., a Minnesota corporation (the “Company”). Each of Parent, Sub and the Company are referred to herein as a “Party” and together as “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X.

SUPPORT AGREEMENT
Support Agreement • March 29th, 2017 • Maxlinear Inc • Semiconductors & related devices • Delaware

This Support Agreement (this “Agreement”) is entered into as of March , 2017 by and among MaxLinear, Inc., a Delaware corporation (“Parent”), Eagle Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the person listed as a stockholder of Exar Corporation, a Delaware corporation (the “Company”), on the signature page hereto (the “Stockholder”).

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