Securities and Asset Purchase Agreement Sample Contracts

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.

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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, 2010
Securities 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
Securities 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:

BETWEEN
Securities 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 AGREEMENT
Securities 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.

FIRST AMENDMENT TO SECURITIES AND ASSET PURCHASE AGREEMENT
Securities 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 AMENDMENT
Securities 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.”

SECURITIES AND ASSET PURCHASE AGREEMENT by and between IHS MARKIT LTD. and ALLIUM BUYER LLC Dated as of January 14, 2023
Securities 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 INCORPORATED
Securities 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”.

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