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Bloom Energy Corp – Bloom Energy Corporation Amendment No. 3 to Eighth Amended and Restated Registration Rights Agreement (June 12th, 2018)
This Amendment No. 3 (the Amendment) to that certain Eighth Amended and Restated Registration Rights Agreement dated as of June 30, 2011 by and among Bloom Energy Corporation, a Delaware corporation (the Company), and the Holders named therein, and amended pursuant to that certain Amendment No. 1 to Eighth Amended and Restated Registration Rights Agreement (Amendment No. 1), dated December 14, 2015 and that certain Amendment No. 2 and Joinder to Eighth Amended and Restated Registration Rights Agreement (Amendment No. 2 and, together with Amendment No. 1, the Amendments), dated August 4, 2016 (the Rights Agreement), is made and entered into as of September 20, 2016 by and among the Company and the undersigned Holders of a majority of the outstanding shares of Registrable Securities (the Majority Holders). Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the Rights Agreement.
Quintiles Transitional Holdings – Amendment No. 4 to Fourth Amended and Restated Credit Agreement (June 12th, 2018)
AMENDMENT NO. 4, dated as of June 11, 2018 (this Amendment), among IQVIA Inc. (formerly known as Quintiles IMS Incorporated), a Delaware corporation (the Parent Borrower), IQVIA Holdings Inc., a Delaware corporation, IQVIA AG (formerly known as IMS AG), a Swiss corporation and a subsidiary of the Parent Borrower (the Swiss Subsidiary Borrower), IQVIA Solutions Japan K.K. (formerly known as IMS Japan K.K.), a Japanese stock corporation (kabushiki kaisha) and a subsidiary of the Parent Borrower (the Japanese Subsidiary Borrower and together with the Parent Borrower and the Swiss Subsidiary Borrower, each a Borrower and collectively, the Borrowers), the other guarantors party hereto, Bank of America, N.A., as administrative agent and as collateral agent (in such capacity, the Administrative Agent), the Lenders (as defined below) party hereto, the Incremental Term B-3 Dollar Lenders (as defined below), the Incremental Term B-2 Euro Lenders (as defined below) and the Replacement Lenders (as
Bloom Energy Corp – Contract (June 12th, 2018)
Northwest Bancshares – AGREEMENT AND PLAN OF MERGER by and Among DONEGAL MUTUAL INSURANCE COMPANY, DONEGAL GROUP INC., DONEGAL FINANCIAL SERVICES CORPORATION and Northwest Bancshares, Inc. Dated as of June 11, 2018 (June 12th, 2018)
Page Article I Definitions 2 Article II THE MERGER 8 2.1 The Merger 8 2.2 Pre-Closing Dividends 9 2.3 Closing 9 2.4 Effects of the Merger 9 2.5 Effect on Outstanding Shares of Company Common Stock 10 2.6 Effect on Outstanding Shares of Buyer Common Stock 11 2.7 Directors of Surviving Corporation After Effective Time 11 2.8 Articles of Incorporation and Bylaws 11 2.9 Bank Merger 12 2.10 Alternative Structure 12 2.11 Absence of Control 12 Article III Representations and warranties of SellerS 12 3.1 Organization, Incorporation and Authority of each Acquired Company 12 3.2 Capitalization 13 3.3 Subsidiaries 14 3.4 Consents 14 3.5 Financial Statements 14 3.6 Litig
Potbelly Corp – AMENDED AND RESTATED POTBELLY CORPORATION 2013 LONG-TERM INCENTIVE PLAN (As Amended and Restated Effective May 24, 2018) (June 12th, 2018)
Translate Bio, Inc. – Translate Bio, Inc. Shares Common Stock ($0.001 Par Value Per Share) Underwriting Agreement (June 12th, 2018)
Translate Bio, Inc. – Collaboration and License Agreement (June 12th, 2018)
This Collaboration and License Agreement is executed on June 8, 2018 (the Execution Date) by and between Translate Bio MA, Inc., with offices at 29 Hartwell Ave, Lexington, MA 02421, USA., a corporation registered under the laws of the State of Delaware (Translate Bio or TB) and Sanofi Pasteur Inc., a company incorporated under the laws of the state of Delaware, with offices at Discovery Drive, Swiftwater, PA 18370 USA (Sanofi). Sanofi and Translate Bio are sometimes referred to herein individually as a Party and collectively as the Parties.
The Signature(s) Should Be Guaranteed by an Eligible Guarantor Institution (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) With Membership in an Approved Signature Guarantee Medallion Program, Pursuant to S.E.C. Rule 17ad-15. (June 12th, 2018)
Bloom Energy Corp – DEPOSITARY AGREEMENT Among DIAMOND STATE GENERATION PARTNERS, LLC, a Delaware Limited Liability Company, as the Company and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Depositary Dated as of March 20, 2013 (June 12th, 2018)
This DEPOSITARY AGREEMENT, dated as of March 20, 2013 (this Agreement), is entered into by and among DIAMOND STATE GENERATION PARTNERS, LLC, a Delaware limited liability company (the Company), DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent for the Secured Parties (in such capacity, Collateral Agent), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as depositary agent, bank and securities intermediary (in such capacities, Depositary).
Bloom Energy Corp – Table of Contents (June 12th, 2018)
Diamond State Generation Partners, LLC, a Delaware limited liability company (the Company), agrees with each of the Purchasers as follows:
Asset Purchase Agreement (June 12th, 2018)
This ASSET PURCHASE AGREEMENT (the "Agreement") is entered into as of June 12, 2018, by and between SunPower Corporation, a Delaware corporation (the "Seller"), and Enphase Energy, Inc., a Delaware corporation (the "Buyer"). The Seller and the Buyer are referred to collectively as the "Parties" and each as a "Party."
Waiver and Acknowledgment (June 12th, 2018)
This WAIVER AND ACKNOWLEDGMENT (this Waiver) is entered into on June 11, 2018 by and between Forward Air Corporation, a Tennessee corporation (the Company), and Bruce A. Campbell, the President and Chief Executive Officer of the Company (the Executive).
Appliance Recycling Centers of America, Inc. – Seventh Amendment to Revolving Credit Term Loan and Security Agreement (June 12th, 2018)
This Seventh Amendment to Revolving Credit, Term Loan and Security Agreement (this "Amendment") is made as of this 4th day of May, 2017 (effective as of May 1, 2017) among APPLIANCE RECYCLING CENTERS OF AMERICA, INC., a Minnesota corporation ("ARCA"), ARCA RECYCLING, INC., a California corporation ("ARCA Recycling"), ARCA CANADA INC., an Ontario, Canada, corporation ("ARCA Canada"), APPLIANCESMART, INC., a Minnesota corporation ("ApplianceSmart," together with ARCA, ARCA Recycling and ARCA Canada, collectively, the "Borrowers" and each individually, a "Borrower"), certain financial institutions party to the Credit Agreement from time to time as lenders (collectively, the "Lenders"), and PNC BANK, NATIONAL ASSOCIATION, as agent and lender ("PNC," in such capacity, "Agent").
Fah Mai Holdings, Inc. – Agreement and Plan of Merger (June 12th, 2018)
AGREEMENT AND PLAN OF MERGER ("Agreement") between FAH MAI HOLDINGS INC., a Delaware corporation ("Fah Mai DE"), FAH MAI HOLDINGS LIMITED, a company formed under the laws of Thailand ("Fah Mai Thailand") and the persons listed in Exhibit A hereof (collectively the "Shareholders"), being the owners of record of all of the issued and outstanding stock of Fah Mai Thailand. Fah Mai DE and Fah Mai Thailand being sometimes referred to herein as the "Constituent Corporations."
General Maritime Corp – BYLAWS OF EURONAV MI II INC. As Adopted June 12, 2018 (June 12th, 2018)
NISOURCE INC. PURCHASE AGREEMENT 3.650% Senior Notes Due 2023 Purchase Agreement (June 12th, 2018)
Bloom Energy Corp – BLOOM ENERGY CORPORATION, as Issuer, the Guarantor Party Hereto as of the Date Hereof and Any Guarantor That Becomes Party Hereto Pursuant to Section 4.10 Hereof 10% Senior Secured Notes Due 2024 INDENTURE Dated as of June 29, 2017 U.S. BANK NATIONAL ASSOCIATION, as Trustee and as Collateral Agent (June 12th, 2018)
INDENTURE dated as of June 29, 2017 among Bloom Energy Corporation, a Delaware corporation with an address at 1299 Orleans Drive, Sunnyvale, California 94089 (the Issuer), the Guarantor party hereto as of the date hereof, any other Guarantor that becomes party hereto pursuant to Section 4.10, and U.S. Bank National Association, as trustee (as more fully defined in Section 1.01, the Trustee) and as collateral agent (as more fully defined in Section 1.01, the Collateral Agent).
Bloom Energy Corp – Contract (June 12th, 2018)
NEITHER THIS WARRANT NOR ANY SECURITIES THAT MAY BE ISSUED UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO ITS DISTRIBUTION OR RESALE, AND THIS WARRANT AND ANY SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR THIS WARRANT OR SUCH SECURITIES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.
Potbelly Corp – AMENDED AND RESTATED BY-LAWS OF POTBELLY CORPORATION Effective as of May 24, 2018 (June 12th, 2018)
National Energy Services Reunited Corp. – Loan Agreement (June 12th, 2018)
This Loan Agreement (this "Agreement") is dated effective as of June 5, 2018 (the "Effective Date") and is between HANA INVESTMENTS CO. WLL, a company existing under the laws of Bahrain ("Lender") and NATIONAL ENERGY SERVICES REUNITED CORP., a corporation existing under the laws of the British Virgin Islands ("Borrower," and together with Lender, the "Parties" and each, a "Party").
AFG Holdings, Inc. – THIRD AMENDED AND RESTATED BYLAWS OF AFG HOLDINGS, INC. Incorporated Under the Laws of the State of Delaware Date of Adoption: [*], 2018 (June 12th, 2018)
Avaya Holdings Corp. – Credit Suisse Capital LLC C/O Credit Suisse Securities (USA) LLC Eleven Madison Avenue (June 12th, 2018)
The purpose of this letter agreement (this "Confirmation") is to confirm the terms and conditions of the call option transaction entered into between Credit Suisse Capital LLC ("Dealer"), represented by Credit Suisse Securities (USA) LLC ("Agent") as its agent, and Avaya Holdings Corp. ("Counterparty") as of the Trade Date specified below (the "Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Bloom Energy Corp – Contract (June 12th, 2018)
THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE ACT) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT AND QUALIFIED OR EXEMPTED FROM QUALIFICATION UNDER ALL APPLICABLE BLUE SKY LAWS, OR, IN THE OPINION OF LEGAL COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.
National Energy Services Reunited Corp. – Contract (June 12th, 2018)
Clause Page 1. Commencement and Duration 2 2. Governance 2 3. Lock Up 4 4. Electronic Stock 4 5. Confidentiality 4 6. Announcements 5 7. Notices 6 8. Costs and Interest 6 9. Whole Agreement 7 10. Assignment 7 11. Variations 7 12. Invalid Terms 7 13. Enforceability, Rights and Remedies 8 14. Counterparts 8 15. Governing Law 8
Restoration Hardware Holdings – First Amendment to Eleventh Amended and Restated Credit Agreement (June 12th, 2018)
This First Amendment to Eleventh Amended and Restated Credit Agreement (this "Amendment") dated as of June 12, 2018 is entered into among: