Annexes and Exhibits. ANNEX A-1 – FORM OF JOINDER AGREEMENT ANNEX A-2 – FORM OF SPECIFIED SUBSIDIARY JOINDER AGREEMENT ANNEX B – FORM OF SPOUSAL CONSENT DELL TECHNOLOGIES INC. MSD PARTNERS STOCKHOLDERS AGREEMENT This MSD PARTNERS STOCKHOLDERS AGREEMENT is made as of [●], 2018, by and among Dell Technologies Inc., a Delaware corporation (together with its successors and assigns, the “Company”), Denali Intermediate Inc., a Delaware corporation and wholly-owned subsidiary of the Company (together with its successors and assigns, “Intermediate”), Dell Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate (together with its successors and assigns, “Dell”), Denali Finance Corp., a Delaware corporation (together with its successors and assigns, “Denali Finance”), Dell International L.L.C., a Delaware limited liability company (together with its successors and assigns, “Dell International”), XXX Xxxxxxxxxxx, a Massachusetts corporation and wholly-owned subsidiary of the Company (together with its successors and assigns, “EMC”), each other Specified Subsidiary (as defined herein) that becomes a party hereto pursuant to, and in accordance with, Section 3.2, solely for the purposes of Section 4.4, Xxxxxxx X. Dell (“MD”) and Xxxxx Xxxxxxxxx Dell Separate Property Trust (the “SLD Trust”), and each of the following (hereinafter severally referred to as a “Stockholder” and collectively referred to as the “Stockholders”):
Annexes and Exhibits. All annexes, attachments, schedules and exhibits to this Agreement referenced herein are incorporated herein by reference.
Annexes and Exhibits. Annex A Companies Annex B Assumed Existing Loans Annex C Joint Ventures Annex D Prepaid Existing Loans Annex E Property Allocations Annex F Purchased Subsidiaries Annex G Required Tenant Waivers Annex H Form of Buyer Assignment Annex I Form of Irrevocable Guarantee Annex J Title Issues Identified By Buyer Annex K Environmental Issues Identified By Buyer Annex L Form of Joinder Exhibit A Form of Deposit Escrow Agreement EQUITY INTEREST PURCHASE AGREEMENT This EQUITY INTEREST PURCHASE AGREEMENT, dated as of August 8, 2013 (this “Agreement”), is entered into by and between INLAND AMERICAN REAL ESTATE TRUST, INC., a corporation organized and existing under the laws of the State of Maryland (“Seller”), and AR CAPITAL, LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Buyer”).
Annexes and Exhibits. Annex I Conditions to the Offer Exhibit A Form of Tender and Support Agreement Exhibit B Form of Certificate of Incorporation of the Surviving Corporation Exhibit C Form of By-Laws of the Surviving Corporation Table of Contents AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated as of June 26, 2019 (this “Agreement”), by and among Extreme Networks, Inc., a Delaware corporation (“Parent”), Clover Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Purchaser”), and Aerohive Networks, 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.
Annexes and Exhibits. The Annexes and the Exhibits to this Indenture are hereby incorporated herein and made a part hereof and are an integral part of this Indenture.
Annexes and Exhibits. Annex A - Exchange TRA Parties Annex B - Blocker TRA Parties AmericasActive:18057467.3 AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT This AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of April 4, 2023, is hereby entered into by and among Fathom Digital Manufacturing Corporation, a Delaware corporation (the “Corporation”), and the Majority TRA Parties. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.1.
Annexes and Exhibits. The following Annexes and Exhibits shall be attached to, incorporated in and form part of this Agreement: ANNEX 1 Product and Pricing XXXXX 0 XXXXXXXX XXX Policy ANNEX 3 NOVARTIS Policy Statement ANNEX 4 Inflation Adjustment of the Direct Manufacturing Cost Cap ANNEX 5 Cost Improvement Benefit Sharing ANNEX 6 Components EXHIBIT A Agreed form Pharmacovigilance Agreement EXHIBIT B Agreed form QA Agreement EXHIBIT C Standard form Trading Services Procedure
Annexes and Exhibits. Annex A – Blocker Entities Annex B – Exchange TRA Parties Annex C – Reorganization TRA Parties Annex D – Representatives Annex E – SL TRA Parties Annex F KKR TRA Parties Exhibit A – Form of Joinder Agreement Exhibit B – Net Tax Benefit Splits
Annexes and Exhibits. Annex A Holdings in Company Subsidiaries Exhibit A Base Amounts Exhibit B Balance Sheet Rules Exhibit B-1 Sample Calculation Exhibit C Officer and Director Resignations Exhibit D BF&G Release Individuals SCHEDULES Schedule 1.1 Knowledge of the Company Schedule 1.2 Permitted Encumbrances Schedule 4.3 Seller Defaults or Conflicts Schedule 4.4 Seller Governmental Authorizations or Consents Required Schedule 4.5 Seller Ownership of the Company Schedule 5.1 Company Subsidiary Foreign Qualification Schedule 5.2(a) Company Capitalization Schedule 5.3(a) Company Subsidiaries Schedule 5.3(b) Equity Ownership in other Persons Schedule 5.5 Company Defaults or Conflicts Schedule 5.6 Governmental Authorizations Required Schedule 5.8(a) Ownership or Licensee of Intellectual Property Rights Schedule 5.9 Compliance with the Laws Schedule 5.10 Contracts Schedule 5.11 Litigation Schedule 5.12(a) Tax Matters Schedule 5.12(j) Tax Matters Schedule 5.13 Permits Schedule 5.14 Employee Benefit Plans Schedule 5.15 Labor Relations Schedule 5.16(a) Employment Matters Schedule 5.16(d) Employment Contracts Schedule 5.16(e) Severance or Termination Payments Schedule 5.17 Environmental Compliance Schedule 5.18 Insurance Policies Schedule 5.19(b) Leased Real Property Schedule 5.19(c) Leased Real Property Schedule 5.20 Affiliate Transactions Schedule 5.21 Certain Changes or Events Schedule 5.22 Material Carriers Schedule 5.24 Absence of Guarantees Schedule 5.25 Restrictions on Business Schedule 5.28 Workers’ Compensation Schedule 5.29 Certain Commitments Schedule 6.3 Buyer Defaults or Conflicts Schedule 6.4 Authorizations and Consents Required by the Buyer Schedule 7.1 Conduct of Business of the Company Schedule 7.7 Termination of Affiliate Obligations Schedule 8.5 Governmental Approvals Schedule 8.8 Non-Competition and Non-Solicitation Agreement Schedule 12.11 Release SHARE PURCHASE AGREEMENT SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of May 19, 2014, by and among Noraxis Capital Corporation, a Canadian corporation (the “Company”), Roins Financial Services Limited, a Canadian corporation (the “Seller”), 8276323 Canada Inc., a Canadian corporation (the “Buyer”), and Xxxxxx X. Xxxxxxxxx & Co., a Delaware corporation (the “Guarantor”).
Annexes and Exhibits. ANNEX I Names and Addresses for Communications between Parties EXHIBIT I-A Form of Swingline Transaction Confirmation EXHIBIT I-B Form of Term Transaction Confirmation EXHIBIT II Authorized Representatives of Sellers EXHIBIT III Form of Custodial Delivery EXHIBIT IV Eligible Loan Due Diligence Checklist EXHIBIT V Form of Power of Attorney EXHIBIT VI Representations and Warranties Regarding Each Individual Purchased Loan EXHIBIT VII Loan Asset Summary Report EXHIBIT VIII Form of Transaction Request EXHIBIT IX Form of Future Funding Request EXHIBIT X Form of Remainder Interest Transfer Notice ANNEX I Organization, Names and Addresses for Communications Between Parties Buyer: Address: XXXXXXX SACHS BANK USA 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxxxx Tel: (000) 000-0000 Email: xxxxxxx.xxxxxxx@xx.xxx With additional email notifications to: Email: xx-xxxxxxxxxxxxx@xx.xxx Email: xx-xxxxxxxxxxxxxxxx@xx.xxx And, with respect to deliverables under Section 12(h)(i), 12(h)(ii), 12(h)(iii), additional email notifications to: Email: xx-xxxxxxxxxxxxxxxxxx@xx.xxx With copies to: Xxxxxx & Xxxxxx Xxxx Xxxxxxx LLP 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Xxxxxxxx Xxxxxx Tel: (000) 000-0000 Email: Xxxxxxxx.Xxxxxx@xxxx.xxx Sellers: Jurisdiction of Organization for QRS Seller and TRS Seller: Delaware Address for QRS Seller: KREF LENDING III LLC 0 Xxxx 00xx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxxxx Tel: (000) 000-0000 Email: Xxxxxxx.xxxxxxx@xxx.xxx With copies to: Xxxx Xxxxxxxx LLP 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx X. Xxxxxx, Esq Tel: (000) 000-0000 Email: xxxxxxxxxx@xxxxxxxxxxxx.xxx Address for TRS Seller: KREF LENDING III TRS LLC 0 Xxxx 00xx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxxxx Tel: (000) 000-0000 Email: Xxxxxxx.xxxxxxx@xxx.xxx With copies to: Xxxx Xxxxxxxx LLP 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx X. Xxxxxx, Esq Tel: (000) 000-0000 Email: xxxxxxxxxx@xxxxxxxxxxxx.xxx EXHIBIT I-A CONFIRMATION STATEMENT FOR SWINGLINE TRANSACTIONS Ladies and Gentlemen: XXXXXXX SACHS BANK USA, is pleased to deliver our written CONFIRMATION of our agreement to enter into this SWINGLINE TRANSACTION pursuant to which XXXXXXX XXXXX BANK USA shall purchase from you the Purchased Loans identified in the Amended & Restated Master Repurchase Agreement, dated as of November 1, 2017 (the “Agreement”), among XXXXXXX SACHS BANK USA (“Buyer”), KREF LE...
