Transaction Agreement Sample Contracts

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TRANSACTION AGREEMENT BY AND AMONG REIT MANAGEMENT & RESEARCH LLC, REIT MANAGEMENT & RESEARCH TRUST, REIT MANAGEMENT & RESEARCH INC. AND SENIOR HOUSING PROPERTIES TRUST Dated as of June 5, 2015
Transaction Agreement • October 14th, 2015 • RMR Group Inc. • Services-management consulting services • Maryland

This Transaction Agreement (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of June 5, 2015, by and among (i) Reit Management & Research LLC, a Maryland limited liability company (“LLC”), (ii) Reit Management & Research Trust, a Massachusetts business trust (“TRUST”), (iii) Reit Management & Research Inc., a Maryland corporation (“INC,” and together with LLC and TRUST, the “RMR Parties”), and (iv) Senior Housing Properties Trust, a Maryland real estate investment trust (“REIT”). The RMR Parties and REIT are each referred to as a “Party” and collectively as the “Parties.”

TRANSACTION AGREEMENT Dated as of October 20, 2022 by and between HAWAIIAN HOLDINGS, INC. and AMAZON.COM, INC.
Transaction Agreement • November 18th, 2022 • Hawaiian Holdings Inc • Air transportation, scheduled • Delaware

This TRANSACTION AGREEMENT, dated as of October 20, 2022 (this “Agreement”), is by and between Hawaiian Holdings, Inc., a Delaware corporation (the “Company”), and Amazon.com, Inc., a Delaware corporation (“Amazon”).

among
Transaction Agreement • July 22nd, 2004 • Centerpoint Energy Inc • Electric services • Texas
AMENDMENT NO. 8 TO TRANSACTION AGREEMENT
Transaction Agreement • March 6th, 2001 • Waller Sutton Media Partners L P • Telephone communications (no radiotelephone) • Delaware
TRANSACTION AGREEMENT
Transaction Agreement • August 31st, 2020 • Madison Square Garden Sports Corp. • Services-miscellaneous amusement & recreation • New York

THIS TRANSACTION AGREEMENT (this “Agreement”) is made this 15th day of April, 2020 by and among: (i) the NATIONAL HOCKEY LEAGUE, a joint venture organized as an unincorporated association (the “NHL”), (ii) NEW YORK RANGERS, LLC, a Delaware limited liability company (“Rangers LLC”), RANGERS HOLDINGS, LLC, a Delaware limited liability company (“RH LLC”), MSG NYR HOLDINGS, LLC, a Delaware limited liability company (“MSG NYR Holdings”), MSG SPORTS, LLC, a Delaware limited liability company (“MSG Sports”), and THE MADISON SQUARE GARDEN COMPANY, a Delaware corporation (to be renamed Madison Square Garden Sports Corp.) (“TMSGC”) (the entities listed in this clause (ii) are referred to collectively as the “Club Parties”); (iii) MSG ARENA, LLC, a Delaware limited liability company (“Arenaco”), and MSG ARENA HOLDINGS, LLC, a Delaware limited liability company (“Arena Holdco” and together with Arenaco, the “Arena Companies”), and (iv) MSG NATIONAL PROPERTIES, LLC, a Delaware limited liability com

TRANSACTION AGREEMENT
Transaction Agreement • October 30th, 2022 • Delaware

This TRANSACTION AGREEMENT (this “Agreement”), dated as of June 25, 2019 is by and among AbbVie, a Delaware corporation (“AbbVie”), Venice Subsidiary, LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of AbbVie (“Acquirer Sub”), and Allergan plc, an Irish public limited company with registered number 527629 having its registered office at Clonshaugh Business and Technology Park, Coolock, Dublin, D17 E400, Ireland (“Allergan”).

TRANSACTION AGREEMENT by and between HRPT PROPERTIES TRUST and GOVERNMENT PROPERTIES INCOME TRUST
Transaction Agreement • August 10th, 2009 • Government Properties Income Trust • Real estate • Massachusetts

THIS TRANSACTION AGREEMENT made June 8, 2009, by and between HRPT PROPERTIES TRUST, a Maryland real estate investment trust (“HRPT”) and GOVERNMENT PROPERTIES INCOME TRUST (“GOV”), a Maryland real estate investment trust.

EXHIBIT 10.1 TRANSACTION AGREEMENT
Transaction Agreement • January 26th, 2007 • Travelcenters of America LLC • Retail-auto dealers & gasoline stations • Massachusetts
TRANSACTION AGREEMENT
Transaction Agreement • April 23rd, 2021 • New York

THIS TRANSACTION AGREEMENT (this “Agreement”), dated January 29, 2014, is entered into among Inversiones Corp Group Interhold Limitada, a limited liability company (sociedad de responsabilidad limitada) organized under the laws of Chile (“Interhold”), Inversiones Gasa Limitada, a limited liability company (sociedad de responsabilidad limitada) organized under the laws of Chile (“GASA” and, together with Interhold, “Corp Group Parent”), CorpBanca, a banking corporation (sociedad anónima abierta especial bancaria) organized under the laws of Chile (“CorpBanca”), Itaú Unibanco Holding S.A, a sociedad anónima organized under the laws of Brazil (“Itaú Parent”), and Banco Itaú Chile, a banking corporation (sociedad anónima especial bancaria) organized under the laws of Chile (“Itaú Chile”).

EX-2.1 2 d44556dex21.htm EX-2.1 TRANSACTION AGREEMENT dated as of November 2, 2015, between VISA INC. and VISA EUROPE LIMITED Page -i- - ii - Exhibits Exhibit A – Form of Letter of Transmittal Exhibit B – Form of Put Option Exercise Notice Exhibit C –...
Transaction Agreement • May 5th, 2020 • Delaware

This TRANSACTION AGREEMENT, dated as of November 2, 2015 (this “Agreement”), is entered into by and between Visa Inc., a Delaware corporation (“VI”) and Visa Europe Limited, a company incorporated under the laws of England and Wales (“VE”) and, following its formation and subsequent joinder hereto pursuant to Article X, the VE Member Representative.

TRANSACTION AGREEMENT
Transaction Agreement • June 20th, 2023 • Madison Square Garden Entertainment Corp. • Services-miscellaneous amusement & recreation

Transaction Agreement (this “Agreement”), dated as of April 18, 2023, by and among (i) MSG Arena, LLC, a Delaware limited liability company (“Arenaco”), MSG Arena Holdings, LLC, a Delaware limited liability company (“Arena Holdco” and together with Arenaco, the “Arena Companies”), MSG National Properties, LLC, a Delaware limited liability company (“National Properties”), MSG Entertainment Holdings, LLC, a Delaware limited liability company (“MSGE Holdings”), and MSGE Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp.), a Delaware corporation (“Spinco” and together with the Arena Companies, National Properties and MSGE Holdings, the “Spinco Parties”); and (ii) Madison Square Garden Entertainment Corp. (to be renamed Sphere Entertainment Co.), a Delaware corporation (“Sphere Entertainment”), and MSG Entertainment Group, LLC (to be renamed Sphere Entertainment Group, LLC), a Delaware limited liability company and a direct wholly-owned subsidiary of Sphere Entertainment

dated as of
Transaction Agreement • May 6th, 2004 • Panamsat Corp /New/ • Communications services, nec • Delaware
TRANSACTION AGREEMENT Dated as of the 3rd day of November, 2013, Among WEYERHAEUSER COMPANY, WEYERHAEUSER REAL ESTATE COMPANY, TRI POINTE HOMES, INC. and TOPAZ ACQUISITION, INC.
Transaction Agreement • March 28th, 2014 • Weyerhaeuser Real Estate Co • Operative builders • Delaware

THIS TRANSACTION AGREEMENT, dated this 3rd day of November, 2013 (this “Agreement”), is among WEYERHAEUSER COMPANY, a Washington corporation (“Weyerhaeuser”), WEYERHAEUSER REAL ESTATE COMPANY, a Washington corporation (“WRECO”) and currently an indirect wholly owned subsidiary of Weyerhaeuser, TRI POINTE HOMES, INC., a Delaware corporation (“Parent”), and TOPAZ ACQUISITION, INC., a Washington corporation and a wholly owned subsidiary of Parent (“Merger Sub”).

TRANSACTION AGREEMENT
Transaction Agreement • May 22nd, 2023 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

TRANSACTION AGREEMENT (this “Agreement”), dated as of May 21, 2023, by and among Ironwood Pharmaceuticals, Inc., a Delaware corporation (“Parent”), and VectivBio Holding AG, a corporation limited by shares organized under the laws of Switzerland (the “Company”).

TRANSACTION AGREEMENT
Transaction Agreement • December 12th, 2022

This Transaction Agreement (this “Agreement”), dated as of December 11, 2022 is by and among Amgen Inc., a Delaware corporation (“Parent”), Pillartree Limited, a private limited company incorporated under the laws of Ireland (with registration number: 730855) having its registered office at 6th Floor, 2 Grand Canal Square, Dublin 2, Ireland and a wholly owned Subsidiary of Parent (“Acquirer Sub”), and Horizon Therapeutics plc, a public limited company incorporated under the laws of Ireland (with registration number 507678) having its registered office at 70 St. Stephen’s Green, Dublin 2, D02 E2X4, Ireland (the “Company”).

TRANSACTION AGREEMENT by and between COMMONWEALTH REIT and SELECT INCOME REIT
Transaction Agreement • March 13th, 2012 • CommonWealth REIT • Real estate investment trusts • Massachusetts

THIS TRANSACTION AGREEMENT made March 12, 2012, by and between COMMONWEALTH REIT, a Maryland real estate investment trust (“CWH”) and SELECT INCOME REIT (“SIR”), a Maryland real estate investment trust.

TRANSACTION AGREEMENT Dated as of August 14, 2014 by and among MONSTER BEVERAGE CORPORATION, NEW LASER CORPORATION, NEW LASER MERGER CORP., THE COCA-COLA COMPANY and EUROPEAN REFRESHMENTS
Transaction Agreement • May 4th, 2015 • New Laser Corp • Bottled & canned soft drinks & carbonated waters • Delaware

This Transaction Agreement (this “Agreement”) is dated as of August 14, 2014, by and among Monster Beverage Corporation, a Delaware corporation (the “Company”), New Laser Corporation, a Delaware corporation and wholly-owned Subsidiary of the Company (“NewCo”), New Laser Merger Corp., a Delaware corporation and wholly-owned Subsidiary of NewCo (“Merger Sub”), The Coca-Cola Company, a Delaware corporation (“Parent”), and European Refreshments, a company formed under the laws of Ireland and an indirect wholly-owned Subsidiary of Parent (the “Purchaser”). Except as otherwise indicated, capitalized terms used herein shall have the meanings set forth in Section 1.1.

EX-2.1 2 a18-36371_1ex2d1.htm EX-2.1 Execution Version TRANSACTION AGREEMENT by and between ENSCO PLC and ROWAN COMPANIES PLC Dated as of October 7, 2018 Page Page Page Annex I Index of Defined Terms Annex II Form of Scheme of Arrangement Annex III...
Transaction Agreement • May 5th, 2020 • Delaware

This TRANSACTION AGREEMENT (this “Agreement”), dated as of October 7, 2018, is by and between Ensco plc, a public limited company organized under the Laws of England and Wales ( “Ensco”), and Rowan Companies plc, a public limited company organized under the Laws of England and Wales ( “Rowan” and, together with Ensco, the “Parties”).

TRANSACTION AGREEMENT by and among: ENDEAVOR GROUP HOLDINGS, INC., ENDEAVOR OPERATING COMPANY, LLC, ZUFFA PARENT, LLC, WORLD WRESTLING ENTERTAINMENT, INC., NEW WHALE INC., and WHALE MERGER SUB INC. Dated as of April 2, 2023
Transaction Agreement • September 5th, 2023 • New Whale Inc. • Services-amusement & recreation services • Delaware

THIS TRANSACTION AGREEMENT is made and entered into as of April 2, 2023, by and among: Endeavor Group Holdings, Inc., a Delaware corporation (“EDR”); Endeavor Operating Company, LLC, a Delaware limited liability company and a Subsidiary of EDR (“EDR OpCo”); Zuffa Parent, LLC, a Delaware limited liability company and a Subsidiary of EDR (“HoldCo”); World Wrestling Entertainment, Inc., a Delaware corporation (“WWE”); New Whale Inc., a Delaware corporation and a wholly owned Subsidiary of WWE (“New PubCo”); and Whale Merger Sub Inc., a Delaware corporation and wholly owned Subsidiary of New PubCo (“Merger Sub”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

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EX-10 2 dex10.htm TRANSACTION AGREEMENT TRANSACTION AGREEMENT BY AND AMONG RPP HOLDINGS LLC, RESOLUTION SPECIALTY MATERIALS HOLDINGS LLC, BHI ACQUISITION CORP., BHI MERGER SUB ONE INC., BHI MERGER SUB TWO INC. AND BORDEN CHEMICAL, INC. DATED AS OF...
Transaction Agreement • May 5th, 2020 • New York

This Transaction Agreement is entered into as of April 22, 2005 among RPP HOLDINGS LLC, a Delaware limited liability company (“RPP Holdings”), RESOLUTION SPECIALTY MATERIALS HOLDINGS LLC, a Delaware limited liability company (“RSM Holdings”), BHI ACQUISITION CORP., a Delaware corporation (“BHI Acquisition”), BHI MERGER SUB ONE INC., a Delaware corporation (“BHI Merger Sub One”), BHI MERGER SUB TWO INC., a Delaware corporation (“BHI Merger Sub Two”) and BORDEN CHEMICAL, INC., a New Jersey corporation (“BCI”).

Exhibit 10.1 AMENDED AND RESTATED TRANSACTION AGREEMENT
Transaction Agreement • April 15th, 2005 • Rubicon Medical Corp • Surgical & medical instruments & apparatus • Delaware
TRANSACTION AGREEMENT dated as of January 31, 2017 among MSG TG, LLC, TG MERGER SUB, LLC, the Persons identified on the signature pages hereto as “MANAGEMENT SELLERS”, the Persons identified on the signature pages hereto as “ROLLOVER HOLDCO MEMBERS”,...
Transaction Agreement • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • Delaware

TRANSACTION AGREEMENT (this “Agreement”), dated as of January 31, 2017, by and among MSG TG, LLC, a Delaware limited liability company (“Parent”), TG MERGER SUB, LLC, a Delaware limited liability company (“Parent Merger Sub”), the persons identified on the signature pages hereto as “Management Sellers” (each, a “Management Seller” and, collectively, “Management Sellers”), the persons identified on the signature pages hereto as “Rollover Holdco Members” (together with the Management Sellers, each, a “Rollover Holdco Member” and, collectively, “Rollover Holdco Members”), the persons identified on the signature pages hereto as “Direct Rollover Members” (each, a “Direct Rollover Member” and, collectively, “Direct Rollover Members”), the persons identified on Annex A as “Group Entities” (each (including, from and after the consummation of the Restructuring, ManagementCo), a “Group Entity” and, collectively, the “Group Entities”), TG ROLLOVER HOLDCO LLC, a Delaware limited liability company

TRANSACTION AGREEMENT
Transaction Agreement • April 1st, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York

Transaction Agreement (this “Agreement”), dated as of , 2020, by and among New York Knicks, LLC, a Delaware limited liability company (“Knicks LLC”), Westchester Knicks, LLC, a Delaware limited liability company (“Westchester Knicks”), Knicks Gaming, LLC, a Delaware limited liability company (“Knicks Gaming”), Knicks Holdings, LLC, a Delaware limited liability company (“Knicks Holdings”), MSG NYK Holdings, LLC, a Delaware limited liability company (“MSG NYK Holdings”), MSG Sports, LLC, a Delaware limited liability company (“MSG Sports”), The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp.), a Delaware corporation (“MSG” and together with Knicks LLC, Westchester Knicks, Knicks Gaming, Knicks Holdings, MSG NYK Holdings and MSG Sports, the “Team Parties”), MSG Arena, LLC, a Delaware limited liability company (“Arenaco”), MSG Arena Holdings, LLC, a Delaware limited liability company (“Arena Holdco” and together with Arenaco, the “Arena Companies”), MSG Natio

TRANSACTION AGREEMENT by and between BANCO BILBAO VIZCAYA ARGENTARIA, S.A. and COMPASS BANCSHARES, INC.
Transaction Agreement • June 28th, 2007 • Banco Bilbao Vizcaya Argentaria, S.A. • Commercial banks, nec • Texas

TRANSACTION AGREEMENT (this “Agreement”), dated as of February 16, 2007, by and among BANCO BILBAO VIZCAYA ARGENTARIA, S.A., a bank organized and existing under the Laws of Spain (“Parent”), and COMPASS BANCSHARES, INC., a Delaware corporation (the “Company”).

Contract
Transaction Agreement • May 5th, 2020 • Delaware

EX-10.1 2 exhibit101transactionagree.htm EXHIBIT 10.1 TRANSACTION AGREEMENT Exhibit 10.1 TRANSACTION AGREEMENT This Transaction Agreement, dated August 7, 2017 (this “Agreement”), is entered into by and among Vantiv, Inc., a Delaware corporation (the “Corporation”), Vantiv Holding, LLC, a Delaware limited liability company (“Holding” and together with the Corporation, the “Vantiv Parties”), Fifth Third Bank, a bank chartered under the laws of Ohio (“Fifth Third”) and Fifth Third Bancorp, an Ohio corporation (“Fifth Third Bancorp” and together with Fifth Third, the “Fifth Third Parties”). RECITALS A.Fifth Third currently holds 35,042,826 Class B Units of Holding (the “Class B Units”) and 35,042,826 shares of the Corporation’s Class B common stock (the “Class B Shares”), representing, respectively, an approximately (i) 17.7% economic interest in Holding and (ii) 17.7% voting interest in the Corporation with respect to certain matters. B.The Corporation, Holding and Fifth Third are party

EXHIBIT 10.1 TRANSACTION AGREEMENT dated as of September 9, 2002
Transaction Agreement • September 10th, 2002 • Cmgi Inc • Services-direct mail advertising services • Massachusetts
EXHIBIT 2.1 AMENDED AND RESTATED TRANSACTION AGREEMENT
Transaction Agreement • May 17th, 2002 • Usa Interactive • Television broadcasting stations • Delaware
EXHIBIT 44 TRANSACTION AGREEMENT
Transaction Agreement • December 21st, 2001 • Usa Networks Inc • Television broadcasting stations • Delaware
El Paso Merchant Energy Holding Company
Transaction Agreement • January 3rd, 2021

Pursuant to that certain Transaction Agreement dated December __, 2000 between East Coast Power Holding Company L.L.C. (“ECPH”), ECTMI Trutta Holdings LP (“ECTMIT”) and Enron Corp. on the one hand and Mesquite Investors, L.L.C. (“Mesquite”) and El Paso Energy Corporation (“EPEC”) on the other hand (the “Transaction Agreement”), El Paso Merchant Energy Holding Company (“EPMEH”), a subsidiary of EPEC and the parent of El Paso Merchant Energy-Gas, L.P. (“EPME”), hereby agrees that if a Credit Event, as defined below, exists on the Settlement Date, as defined below, EPMEH will pay [ECTMIT/ECPH] or its assignee immediately, without notice or demand from [ECTMIT/ECPH], or its assignee, the applicable amount set forth on the attached Schedule I; provided, however, that no such payment shall exceed $1,000,000.00.

TRANSACTION AGREEMENT among REPLAY ACQUISITION CORP., FINANCE OF AMERICA COMPANIES INC., RPLY MERGER SUB LLC, RPLY BLKR MERGER SUB LLC, BLACKSTONE TACTICAL OPPORTUNITIES FUND (URBAN FEEDER)—NQ L.P., BLACKSTONE TACTICAL OPPORTUNITIES ASSOCIATES—NQ...
Transaction Agreement • April 7th, 2021 • Replay Acquisition LLC • Blank checks • Delaware

This TRANSACTION AGREEMENT (as the same may be modified or amended in accordance with the terms hereof, this “Agreement”) is dated as of October 12, 2020 and is by and among Replay Acquisition Corp., a Cayman Islands exempted company (“Purchaser”); Finance of America Companies Inc., a Delaware corporation and wholly owned Subsidiary of Purchaser (“New Pubco”); RPLY Merger Sub LLC, a Delaware limited liability company and wholly owned Subsidiary of New Pubco (“Purchaser Merger Sub”); RPLY BLKR Merger Sub LLC, a Delaware limited liability company and wholly owned Subsidiary of New Pubco (“Blocker Merger Sub”); Blackstone Tactical Opportunities Fund (Urban Feeder) – NQ L.P., a Delaware limited partnership (“Blocker”); Blackstone Tactical Opportunities Associates – NQ L.L.C., a Delaware limited liability company (“Blocker GP”); Finance of America Equity Capital LLC, a Delaware limited liability company (the “Company”); BTO Urban Holdings L.L.C., a Delaware limited liability company (“BTO U

PROJECT GORDIE TRANSACTION AGREEMENT BY AND AMONG GREEKTOWN MOTHERSHIP LLC, PENN TENANT III, LLC AND VICI PROPERTIES L.P. Dated as of November 13, 2018
Transaction Agreement • November 14th, 2018 • Vici Properties Inc. • Real estate investment trusts • Delaware

This Transaction Agreement (this “Agreement”), dated as of November 13, 2018, is entered into by and among GREEKTOWN MOTHERSHIP LLC, a Delaware limited liability company (the “Seller”), Penn Tenant III, LLC, a Delaware limited liability company (the “OpCo Buyer”), and VICI Properties L.P., a Delaware limited partnership (the “PropCo Buyer”, together with the OpCo Buyer, the “Buyers” and together with the OpCo Buyer and the Seller, the “Parties” and each a “Party”).

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