Advent Software Inc /De/ Sample Contracts

Exhibit 1.1 1,300,000 SHARES ADVENT SOFTWARE, INC. COMMON STOCK UNDERWRITING AGREEMENT
Advent Software Inc /De/ • June 16th, 1999 • Services-computer programming services • New York
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AMENDED AND RESTATED CREDIT AGREEMENT among ADVENT SOFTWARE, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, CAPITAL ONE, NATIONAL ASSOCIATION COMERICA BANK COMPASS BANK FIFTH THIRD BANK HSBC BANK USA, N.A. REGIONS BANK WELLS...
Credit Agreement • June 13th, 2013 • Advent Software Inc /De/ • Services-computer programming services • New York

AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of June 12, 2013, among ADVENT SOFTWARE, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), CAPITAL ONE, NATIONAL ASSOCIATION, COMERICA BANK, COMPASS BANK, FIFTH THIRD BANK, HSBC BANK USA, N.A., REGIONS BANK, U.S. BANK NATIONAL ASSOCIATION and WELLS FARGO BANK, N.A., as co-documentation agents (in such capacity, each a “Co-Documentation Agent” and collectively the “Co-Documentation Agents”), BANK OF AMERICA, N.A., as syndication agent (in such capacity, the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., as administrative agent.

LEASE
Disturbance and Attornment Agreement • March 17th, 2000 • Advent Software Inc /De/ • Services-computer programming services • New York
ADVENT SOFTWARE, INC. 7,261,844 Shares of Common Stock Underwriting Agreement
Advent Software Inc /De/ • August 8th, 2013 • Services-computer programming services • New York

In connection with the offering of the Shares by the Selling Stockholders, the Company has entered into an agreement with the Underwriters, dated as of August 7, 2013 (the “Repurchase Agreement”), pursuant to which each Underwriter has agreed, severally and not jointly, to sell to the Company, and the Company has agreed to purchase from the respective Underwriter, the number of Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (together, the “Repurchased Shares”) at a purchase price per share equal to the price per share at which the Underwriters will purchase the Shares from the Selling Stockholders pursuant to Section 2 of this Agreement. The Company’s purchase of the Repurchased Shares will be consummated on the Closing Date and is conditioned upon the closing of the offering of the Shares pursuant to the terms of this Agreement and is subject to the terms and conditions in the Repurchase Agreement.

AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT made by ADVENT SOFTWARE, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of June 12, 2013
Guarantee and Collateral Agreement • June 13th, 2013 • Advent Software Inc /De/ • Services-computer programming services • New York

AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 12, 2013, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the several banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Amended and Restated Credit Agreement, dated as of June 12, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Advent Software, Inc. (the “Borrower”), the Lenders, the Administrative Agent and the other agents party thereto.

2,500,000 Shares Advent Software, Inc. Common Stock UNDERWRITING AGREEMENT
Advent Software Inc /De/ • July 27th, 2001 • Services-computer programming services • New York

CREDIT SUISSE FIRST BOSTON CORPORATION J.P. MORGAN SECURITIES INC. GOLDMAN SACHS & CO. LEHMAN BROTHERS INC. As Representatives of the Several Underwriters, c/o Credit Suisse First Boston Corporation Eleven Madison Avenue New York, N.Y. 10010-3629

AGREEMENT AND PLAN OF MERGER dated as of February 2, 2015 among ADVENT SOFTWARE, INC., SS&C TECHNOLOGIES HOLDINGS, INC. and ARBOR ACQUISITION COMPANY, INC.
Agreement and Plan of Merger • February 3rd, 2015 • Advent Software Inc /De/ • Services-computer programming services • New York

AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of February 2, 2015 among Advent Software, Inc., a Delaware corporation (the "Company"), SS&C Technologies Holdings, Inc., a Delaware corporation ("Parent"), and Arbor Acquisition Company, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Subsidiary").

LEASE between 1114 6TH AVENUE CO. LLC, Landlord and ADVENT SOFTWARE, INC., Tenant
Lease • October 6th, 2009 • Advent Software Inc /De/ • Services-computer programming services • New York

LEASE, dated as of September 30, 2009, between 1114 6TH AVENUE CO. LLC, a Delaware limited liability company, having an office at c/o Brookfield Properties Management LLC, Three World Financial Center, 200 Vesey Street, New York, New York 10281-1021 (“Landlord”) and ADVENT SOFTWARE, INC., a Delaware corporation, having an office at 600 Townsend Street, San Francisco, California 94103 (“Tenant”). Landlord and Tenant do hereby covenant and agree as follows:

STOCK REPURCHASE AGREEMENT
Stock Repurchase Agreement • August 8th, 2013 • Advent Software Inc /De/ • Services-computer programming services • New York

THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of August 7, 2013 by and between ADVENT SOFTWARE, INC., a Delaware corporation (the “Company”), and J.P. MORGAN SECURITIES LLC and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as representatives (the “Representatives”) of the several Underwriters identified on Schedule 1 to the Underwriting Agreement (as defined below).

AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG ADVENT SOFTWARE, INC., TENOR CORPORATION, TENOR LLC, TAMALE SOFTWARE, INC., AND WITH RESPECT TO ARTICLES VII, VIII AND IX ONLY ROBERT E. RICHARDS, JR. AS STOCKHOLDER REPRESENTATIVE AND U.S. BANK...
Agreement and Plan of Reorganization • September 5th, 2008 • Advent Software Inc /De/ • Services-computer programming services • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of September 4, 2008 by and among Advent Software, Inc., a Delaware corporation (“Parent”), Tenor Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Sub”), Tenor LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (“NewLLC”), Tamale Software, Inc., a Delaware corporation (the “Company”), and with respect to Article VII, Article VIII and Article IX hereof only, Robert E. Richards, Jr. as stockholder representative (the “Stockholder Representative”), and U.S. Bank National Association as Escrow Agent.

ADVENT SOFTWARE, INC. 3,750,000 Shares of Common Stock Underwriting Agreement
Advent Software Inc /De/ • August 15th, 2014 • Services-computer programming services • New York

TPG VI April Holdings, LP, a Delaware limited liability partnership (the “Selling Stockholder”), a stockholder of Advent Software, Inc., a Delaware corporation (the “Company”), proposes to sell to UBS Securities LLC (the “Underwriter”), an aggregate of 3,750,000 shares of Common Stock, par value $ 0.01 per share, of the Company (the “Shares”). The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

CONFIDENTIAL AGREEMENT
Agreement • August 7th, 2008 • Advent Software Inc /De/ • Services-computer programming services • New York

THIS AGREEMENT (“Agreement”) is made as of this 30th day of September, 1993 and effective as of January 1, 1994 (the “Effective Date”), by and between Advent Software, Inc., with principal offices at 301 Brannan Street, San Francisco, CA 94107 (“Advent”) and Interactive Data Corporation with principal offices at 95 Hayden Avenue, Lexington, MA 02173 (“Interactive”).

Contract
Supplemental Indenture • April 8th, 2016 • Advent Software Inc /De/ • Services-computer programming services • New York

First Supplemental Indenture (this “Supplemental Indenture”), dated as of March 4, 2016, among SS&C Technologies Holdings, Inc., a Delaware corporation (the “Issuer”), SS&C Technologies Connecticut, LLC, (the “New Guaranteeing Subsidiary”) and Wilmington Trust, National Association, as trustee under the Indenture referred to below (the “Trustee”).

AGREEMENT AND PLAN OF MERGER BY AND AMONG ADVENT SOFTWARE, INC., BIRDIE ACQUISITION LLC, BLACK DIAMOND PERFORMANCE REPORTING, LLC, AND, WITH RESPECT TO ARTICLE VII, ARTICLE VIII AND ARTICLE IX ONLY, REED COLLEY, AS THE SECURITYHOLDERS’ REPRESENTATIVE,...
Agreement and Plan of Merger • May 16th, 2011 • Advent Software Inc /De/ • Services-computer programming services • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 12, 2011 by and among Advent Software, Inc., a Delaware corporation (“Parent”), Birdie Acquisition LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub”), Black Diamond Performance Reporting, LLC, a Florida limited liability company (the “Company”), and, with respect to Article VII, Article VIII and Article IX only, Reed Colley, as exclusive representative of the Indemnifying Parties (as defined herein) (the “Securityholders’ Representative”), and U.S. Bank National Association, as escrow agent (the “Escrow Agent”).

SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release • August 7th, 2008 • Advent Software Inc /De/ • Services-computer programming services • California

This Separation Agreement and Release (“Agreement”) is made by and between Craig Collins (“Employee”) and Advent Software, Inc. (the “Company”) (jointly referred to as the “Parties” or individually referred to as a “Party”).

AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 27, 2009 BY AND AMONG MICROEDGE HOLDINGS, LLC, MICROEDGE MERGER SUB, LLC, MICROEDGE, INC., ADVENT SOFTWARE, INC., AND WITH RESPECT TO ARTICLES VII, VIII AND IX ONLY, U.S. BANK NATIONAL ASSOCIATION AS...
Agreement and Plan of Merger • July 28th, 2009 • Advent Software Inc /De/ • Services-computer programming services • New York

This AGREEMENT AND PLAN OF MERGER, dated as of July 27, 2009 (the “Agreement”), is made and entered into by and among Microedge Holdings, LLC, a Delaware limited liability company (“Parent”), Microedge Merger Sub, LLC, a New York limited liability company (“Merger Sub”), MicroEdge, Inc., a New York corporation (the “Company”), Advent Software, Inc., a Delaware corporation (“Stockholder”), and with respect to ARTICLES VII, VIII and IX only, U.S. Bank National Association (“Escrow Agent”). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in ARTICLE I hereof.

FOURTEENTH AMENDMENT
Fourteenth Amendment • February 2nd, 2015 • Advent Software Inc /De/ • Services-computer programming services

Improvements” thereunder shall include the Tenant Alterations. Landlord’s approval of the contractors to perform the Tenant Alterations shall not be unreasonably withheld. Without limiting the generality of the foregoing, Tenant shall not be required to use CCI Commercial Construction in connection with the Tenant Alterations. The parties agree that Landlord’s approval of the general contractor to perform the Tenant Alterations shall not be considered to be unreasonably withheld if any such general contractor (a) does not have trade references reasonably acceptable to Landlord, (b) does not maintain general liability insurance as required pursuant to the terms of the Lease and such other insurance as is reasonably required by Landlord, (c) does not have the ability to be bonded for the work in an amount of no less than one hundred fifty percent (150%) of the total estimated cost of the Tenant Alterations, (d) does not provide current financial statements reasonably acceptable to Landlo

LIMITED LIABILITY COMPANY AGREEMENT OF SS&C TECHNOLOGIES CONNECTICUT, LLC
Limited Liability Company Agreement • April 8th, 2016 • Advent Software Inc /De/ • Services-computer programming services • Connecticut

This Limited Liability Company Agreement (“Agreement”) is made as of August 27, 2009 by and between SS&C Technologies, Inc., a Delaware corporation, and SS&C Technologies Connecticut, LLC.

Contract
Second Supplemental Indenture • April 8th, 2016 • Advent Software Inc /De/ • Services-computer programming services • New York

Second Supplemental Indenture (this “Supplemental Indenture”), dated as of March 21, 2016, among SS&C Technologies Holdings, Inc., a Delaware corporation (the “Issuer”), SS&C Hedge Fund Services, North America Inc., SS&C Hedge Fund Services, Inc., SS&C Private Equity Services, Inc. (each, a “New Guaranteeing Subsidiary”) and Wilmington Trust, National Association, as trustee under the Indenture referred to below (the “Trustee”).

600 TOWNSEND STREET, SAN FRANCISCO LEASE by and between TODA DEVELOPMENT, INC., a California corporation, Landlord and ADVENT SOFTWARE, INC., a Delaware corporation, Tenant
Advent Software Inc /De/ • January 12th, 2006 • Services-computer programming services • California

Tenant’s Address: Prior to Commencement Date: 301 Brannan Street, Sixth Floor San Francisco, CA 94107 Attn: Chief Financial Officer From and after Commencement Date: 600 Townsend Street San Francisco, CA 94103 Attn: Chief Financial Officer

AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • June 6th, 2011 • Advent Software Inc /De/ • Services-computer programming services

This Amendment to the Agreement and Plan of Merger dated May 12, 2011 (the “Merger Agreement”) by and among Advent Software, Inc. (“Parent”), Birdie Acquisition LLC, Black Diamond Performance Reporting, LLC (the “Company”), and, with respect to Article VII, Article VIII and Article IX only, Reed Colley, as the Securityholders’ Representative and U.S. Bank National Association, as Escrow Agent is made and entered into as of June 1, 2011.

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