AAR CORP. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONSecurities and Asset Purchase Agreement • March 1st, 2024 • Aar Corp • Aircraft & parts
On December 21, 2023, AAR CORP. (the “Company”, “AAR”) entered into a Securities and Asset Purchase Agreement (the “Purchase Agreement”) with Triumph Group (“Seller”) to acquire Seller’s Product Support business (the “Product Support Business”). The Product Support Business is a leading global provider of specialized MRO capabilities for critical aircraft components in the commercial and defense markets, providing MRO services for structural components, engine and airframe accessories, interior refurbishment and wheels and brakes. The Product Support Business also designs proprietary designated engineering representative repairs and parts manufacturer approval parts.
SECURITIES AND ASSET PURCHASE AGREEMENT by and among TRIUMPH GROUP, INC. TRIUMPH AFTERMARKET SERVICES GROUP, LLC, TRIUMPH GROUP ACQUISITION CORP., TRIUMPH GROUP ACQUISITION HOLDINGS, INC., THE TRIUMPH GROUP OPERATIONS, INC. and AAR CORP. Dated as of...Securities and Asset Purchase Agreement • December 22nd, 2023 • Triumph Group Inc • Aircraft & parts • Delaware
This SECURITIES AND ASSET PURCHASE AGREEMENT, dated as of December 21, 2023 (this “Agreement”), is made by and among Triumph Group, Inc., (“Parent”), Triumph Aftermarket Services Group, LLC, Triumph Group Acquisition Corp., Triumph Group Acquisition Holdings, Inc., The Triumph Group Operations, Inc. (“Wellington Seller” and, collectively with Parent, Triumph Aftermarket Services Group, LLC, Triumph Group Acquisition Corp. and Triumph Group Acquisition Holdings, Inc., “Sellers”), and AAR CORP., a Delaware corporation (“Buyer”). Capitalized terms used herein shall have the meanings assigned to such terms in the text of this Agreement or in Section 9.1.
SECURITIES AND ASSET PURCHASE AGREEMENT among PREMIERE GLOBAL SERVICES, INC., XPEDITE SYSTEMS HOLDINGS (UK) LIMITED, PREMIERE CONFERENCING (CANADA) LIMITED, XPEDITE SYSTEMS, LLC and EASYLINK SERVICES INTERNATIONAL CORPORATION dated as of October 21, 2010Securities and Asset Purchase Agreement • October 22nd, 2010 • Easylink Services International Corp • Services-computer programming services • Georgia
This Securities and Asset Purchase Agreement (this “Agreement”), dated as of October 21, 2010, is entered into among PREMIERE GLOBAL SERVICES, INC., a Georgia corporation (“Parent”), XPEDITE SYSTEMS HOLDINGS (UK) LIMITED, a company formed under the laws of the United Kingdom (“UK Holdco”), PREMIERE CONFERENCING (CANADA) LIMITED, a company formed under the laws of Canada (“Canada Holdco”; Parent, UK Holdco and Canada Holdco are referred to herein each individually as a “Seller” and collectively as “Sellers”), XPEDITE SYSTEMS, LLC, a Delaware limited liability company (the “Company”), and EASYLINK SERVICES INTERNATIONAL CORPORATION, a Delaware corporation (“Buyer”).
SECURITIES AND ASSET PURCHASE AGREEMENT by and among ANHEUSER-BUSCH COMPANIES, LLC, CRAFT USA HOLDINGS, LLC, CRAFT BREW ALLIANCE, INC., ANHEUSER-BUSCH, LLC, TILRAY BEVERAGES, LLC, TILRAY BRANDS, INC. and ANHEUSER-BUSCH, LLC, IN ITS CAPACITY AS THE...Securities and Asset Purchase Agreement • August 7th, 2023 • Tilray Brands, Inc. • Medicinal chemicals & botanical products • Delaware
Schedules and Exhibits to Agreement and certain employee names have been excluded because they are both not material and are the type that the registrant treats as private or confidential.] AMENDMENT NO. 1 TO SECURITIES AND ASSET PURCHASE AGREEMENTSecurities and Asset Purchase Agreement • January 5th, 2023 • Brown Forman Corp • Beverages
This Amendment No. 1, dated as of January 4, 2023 (this “Amendment No. 1”), is entered into by and among Brown Forman Corporation, a Delaware corporation (“Brown-Forman”), Destillers United Group S.L., a Spanish company (“DUG”), and Destilerias Unidas Corporation, a Florida corporation (“DUSA Corp.”), in order to amend the Securities and Asset Purchase Agreement, dated as of October 6, 2022 (the “Purchase Agreement”), by and among Brown-Forman, DUG and DUSA Corp. All capitalized terms used and not defined herein shall have the meanings assigned to them in the Purchase Agreement (as amended hereby).
Securities and Asset Purchase AgreementSecurities and Asset Purchase Agreement • January 7th, 2013 • EnerJex Resources, Inc. • Crude petroleum & natural gas • Kansas
THIS SECURITIES AND ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into, effective as of November 30, 2012 (the "Effective Date"), by and among EnerJex Resources, Inc., a Nevada corporation ("Company"), James D. Loeffelbein ("Member"), and Enutroff, LLC, a Nevada limited liability company ("Enutroff", together with Member, the “Stockholder”, and, together with the Company and Member, individually a "Party" and collectively the "Parties"), with reference to the following facts:
BETWEENSecurities and Asset Purchase Agreement • August 15th, 2005 • Tupperware Corp • Plastics products, nec • Delaware
Schedules, Exhibits to Agreement and certain employee names have been excluded because they are both not material and are the type that the registrant treats as private or confidential.] SECURITIES AND ASSET PURCHASE AGREEMENT among BROWN-FORMAN...Securities and Asset Purchase Agreement • December 7th, 2022 • Brown Forman Corp • Beverages • Delaware
SECURITIES AND ASSET PURCHASE AGREEMENT, dated as of October 6, 2022 (this “Agreement”), by and among Destillers United Group S.L., a Spanish company (“DUG”), Destilerias Unidas Corp., a Florida corporation (“DUSA Corp.” and, together with DUG, the “Selling Parties”), and Brown-Forman Corporation, a Delaware corporation (“Brown-Forman”).
SECURITIES AND ASSET PURCHASE AGREEMENTSecurities and Asset Purchase Agreement • July 27th, 2023 • S&P Global Inc. • Services-consumer credit reporting, collection agencies
This ACKNOWLEDGEMENT AND AMENDMENT NO. 2, dated as of May 2, 2023 (this “Amendment”), amends the Securities and Asset Purchase Agreement, dated as of January 14, 2023, as amended by that certain Acknowledgment and Amendment No. 1, dated as of February 7, 2023 (the “Agreement”), by and between IHS MARKIT LTD, a Bermuda exempted company limited by shares (“Seller”), and ALLIUM BUYER LLC, a Delaware limited liability company (“Purchaser” and together with Seller, the “Parties” and each, individually, a “Party”). Capitalized terms used and not defined herein have the meanings ascribed to such terms in the Agreement.
SECURITIES AND ASSET PURCHASE AGREEMENT by and among WASTE MANAGEMENT, INC., ADVANCED DISPOSAL SERVICES, INC., GFL HOLDCO (US), LLC and, solely with respect to Section 10.21 hereof, GFL ENVIRONMENTAL INC. dated as of June 24, 2020Securities and Asset Purchase Agreement • July 31st, 2020 • Advanced Disposal Services, Inc. • Refuse systems • Delaware
FIRST AMENDMENT TO SECURITIES AND ASSET PURCHASE AGREEMENTSecurities and Asset Purchase Agreement • December 27th, 2019 • KAMAN Corp • Wholesale-machinery, equipment & supplies • Delaware
This FIRST AMENDMENT TO SECURITIES AND ASSET PURCHASE AGREEMENT (this “Amendment”), is made as of December 26, 2019, by and among Kaman Aerospace Group, Inc., a Connecticut corporation (the “Buyer”), Kaman Corporation, a Connecticut corporation, for the limited purposes of Section 10.22 of the Purchase Agreement (the “Guarantor”), Bal Seal Engineering, Inc., a California corporation, or, following the consummation of the Restructuring, the limited liability company that will be the successor thereof (the “Company”), Peter J. Balsells, in his capacity as trustee of The Balsells Family Trust Dated October 1, 1985 – Trust A, as Wholly Amended And Restated June 5, 2019 (the “BF Trust”), 19650 Pauling, LLC, a California limited liability company (the “California Owned Real Property Seller”), and Pauling Properties LLC, a California limited liability company (the “Colorado Owned Real Property Seller”). All capitalized terms used herein but not defined shall have the meanings given to those t
SECURITIES AND ASSET PURCHASE AGREEMENT by and among KAMAN AEROSPACE GROUP, INC., as the Buyer, KAMAN CORPORATION, for the limited purposes of Section 10.22, as the Guarantor, PETER J. BALSELLS, IN HIS CAPACITY AS TRUSTEE OF THE BALSELLS FAMILY TRUST...Securities and Asset Purchase Agreement • November 5th, 2019 • KAMAN Corp • Wholesale-machinery, equipment & supplies • Delaware
This SECURITIES AND ASSET PURCHASE AGREEMENT, dated as of November 4, 2019 (this “Agreement”), is made by and among Kaman Aerospace Group, Inc., a Connecticut corporation (the “Buyer”), Kaman Corporation, a Connecticut corporation, for the limited purposes of Section 10.22 (the “Guarantor”), Bal Seal Engineering, Inc., a California corporation or, following the consummation of the Restructuring, the limited liability company that will be the successor thereof (the “Company”), Peter J. Balsells, in his capacity as trustee of The Balsells Family Trust Dated October 1, 1985 – Trust A, as Wholly Amended And Restated June 5, 2019 (the “BF Trust”), 19650 Pauling, LLC, a California limited liability company (the “California Owned Real Property Seller”), and Pauling Properties LLC, a California limited liability company (the “Colorado Owned Real Property Seller”).
FIRST AMENDMENTSecurities and Asset Purchase Agreement • October 2nd, 2023 • Tilray Brands, Inc. • Medicinal chemicals & botanical products
This First Amendment to Securities and Asset Purchase Agreement (this “Amendment”) is made and entered into as of September 29, 2023, by and among TILRAY BEVERAGES, LLC, a Delaware limited liability company (the “Buyer”), Tilray Brands, Inc., a Delaware corporation (“Parent”), AMERICAN BEVERAGE CRAFTS, LLC, a Delaware limited liability company (“CRAFTS”), and Anheuser-Busch, LLC, a Missouri limited liability company (the “Sellers’ Representative”). Each of the parties named above may be referred to herein as a “Party” and collectively as the “Parties.”
The TransactionsSecurities and Asset Purchase Agreement • February 14th, 2024 • Aar Corp • Aircraft & parts
On December 21, 2023, we agreed to acquire the Product Support business (the “Triumph Group Product Support Business”) of Triumph Group, Inc., a Delaware corporation (“Triumph Group”), a supplier of aerospace services, structures, systems and support, pursuant to a definitive Securities and Asset Purchase Agreement (the “Purchase Agreement”) by and among the Company, Triumph Group; Triumph Aftermarket Services Group, LLC, a Delaware limited liability company; Triumph Group Acquisition Corp., a Delaware corporation; Triumph Group Acquisition Holdings, Inc., a Delaware corporation; and The Triumph Group Operations, Inc., a Delaware corporation (the “Wellington Seller” and, collectively with Triumph Group, Triumph Aftermarket Services Group, LLC, Triumph Group Acquisition Corp. and Triumph Group Acquisition Holdings, Inc., the “Sellers”).
SECURITIES AND ASSET PURCHASE AGREEMENT by and among RAIT FINANCIAL TRUST, JUPITER COMMUNITIES, LLC, RAIT TRS, LLC, THE RAIT SELLING STOCKHOLDERS, INDEPENDENCE REALTY TRUST, INC., and INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP Dated as of September...Securities and Asset Purchase Agreement • September 27th, 2016 • Independence Realty Trust, Inc • Real estate investment trusts • New York
This SECURITIES AND ASSET PURCHASE AGREEMENT, dated as of September 27, 2016 (the “Agreement Date”), is made by and among RAIT Financial Trust, a Maryland real estate investment trust (“RAIT”), RAIT TRS, LLC, a Delaware limited liability company (“Interest Seller”), Jupiter Communities, LLC, a Delaware limited liability company (“Asset Seller”), and the entities set forth on the signature pages hereto under “RAIT Selling Stockholders” (the “RAIT Selling Stockholders” and, together with RAIT, Interest Seller and Asset Seller, the “Seller Parties”), and Independence Realty Trust, Inc., a Maryland corporation (“IRT”), Independence Realty Operating Partnership, LP, a Delaware limited partnership, (“IROP” and, together with IRT, the “Buyer Parties”).
SECURITIES AND ASSET PURCHASE AGREEMENT by and between IHS MARKIT LTD. and ALLIUM BUYER LLC Dated as of January 14, 2023Securities and Asset Purchase Agreement • April 27th, 2023 • S&P Global Inc. • Services-consumer credit reporting, collection agencies • Delaware
This SECURITIES AND ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 14, 2023, by and between IHS MARKIT LTD., a Bermuda exempted company limited by shares (“Seller”), and Allium Buyer LLC, a Delaware limited liability company (“Purchaser” and together with Seller, the “Parties” and each, individually, a “Party”).
SECURITIES AND ASSET PURCHASE AGREEMENT dated as of November 2, 2020 by and between MODINE MANUFACTURING COMPANY And DANA INCORPORATEDSecurities and Asset Purchase Agreement • November 6th, 2020 • Modine Manufacturing Co • Motor vehicle parts & accessories • Delaware
This SECURITIES AND ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of November 2, 2020, is made by and between Modine Manufacturing Company, a Wisconsin corporation (“Seller Parent”), and Dana Incorporated, a Delaware corporation (“Buyer Parent”). Each of Seller Parent and Buyer Parent is referred to herein as a “Party” and collectively as the “Parties”.
