United Technologies Corp /De/ Sample Contracts

FORM OF UNDERWRITING AGREEMENT ---------------------- [Date]
United Technologies Corp /De/ • May 4th, 2001 • Aircraft engines & engine parts • New York
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Agreement and Plan of Merger • February 23rd, 1999 • United Technologies Corp /De/ • Aircraft engines & engine parts • Delaware
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Merger Agreement • October 23rd, 2000 • United Technologies Corp /De/ • Aircraft engines & engine parts
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Indenture • May 4th, 2001 • United Technologies Corp /De/ • Aircraft engines & engine parts • New York
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United Technologies Corp /De/ • March 10th, 1999 • Aircraft engines & engine parts • New York
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Agreement and Plan of Merger • October 23rd, 2000 • United Technologies Corp /De/ • Aircraft engines & engine parts • Delaware
STOCK PURCHASE AGREEMENT DATED AS OF MARCH 16, 1999 BY AND BETWEEN NEVADA BOND INVESTMENT CORP. II
Stock Purchase Agreement • March 19th, 1999 • United Technologies Corp /De/ • Aircraft engines & engine parts • Delaware
AGREEMENT AND PLAN OF MERGER By and Among UNITED TECHNOLOGIES CORPORATION RIVETER MERGER SUB CORP. and ROCKWELL COLLINS, INC. Dated as of September 4, 2017
Agreement and Plan of Merger • September 6th, 2017 • United Technologies Corp /De/ • Aircraft engines & engine parts • New York

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 4, 2017, is made by and among United Technologies Corporation, a Delaware corporation (“Parent”), Riveter Merger Sub Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Rockwell Collins, Inc., a Delaware corporation (the “Company”). Defined terms used in this Agreement have the respective meanings ascribed to them herein.

FORM OF ------- UNDERWRITING AGREEMENT ---------------------- [Date]
United Technologies Corp /De/ • December 14th, 2000 • Aircraft engines & engine parts • New York
UNITED TECHNOLOGIES CORPORATION and The Bank of New York Mellon Trust Company, N.A., as Purchase Contract Agent, and Wilmington Trust, National Association, as Collateral Agent, Custodial Agent and Securities Intermediary PURCHASE CONTRACT AND PLEDGE...
Purchase Contract and Pledge Agreement • April 14th, 2015 • United Technologies Corp /De/ • Aircraft engines & engine parts • New York

PURCHASE CONTRACT AND PLEDGE AGREEMENT, dated as of June 18, 2012, among UNITED TECHNOLOGIES CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), The Bank of New York Mellon Trust Company, N.A., a national banking association, acting as purchase contract agent for, and as attorney-in-fact of, the Holders from time to time of the Units (in such capacities, together with its successors and assigns in such capacities, the “Purchase Contract Agent”), and Wilmington Trust, National Association (“Wilmington”), as collateral agent hereunder for the benefit of the Company (in such capacity, together with its successors in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, together with its successors in such capacity, the “Custodial Agent”), and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, together with its successors in s

TRANSITION SERVICES AGREEMENT BY AND AMONG UNITED TECHNOLOGIES CORPORATION, CARRIER GLOBAL CORPORATION AND OTIS WORLDWIDE CORPORATION
Transition Services Agreement • April 8th, 2020 • Raytheon Technologies Corp • Aircraft engines & engine parts • Delaware

This TRANSITION SERVICES AGREEMENT, dated as of April 2, 2020 (as it may be amended and in effect from time to time, this “Agreement”), is by and among United Technologies Corporation, a Delaware corporation (“UTC”), Carrier Global Corporation, a Delaware corporation (“Carrier”) and Otis Worldwide Corporation, a Delaware corporation (“Otis”).

TAX MATTERS AGREEMENT BY AND AMONG UNITED TECHNOLOGIES CORPORATION, CARRIER GLOBAL CORPORATION AND OTIS WORLDWIDE CORPORATION DATED AS OF APRIL 2, 2020
Tax Matters Agreement • April 8th, 2020 • Raytheon Technologies Corp • Aircraft engines & engine parts • Delaware

This TAX MATTERS AGREEMENT, dated as of April 2, 2020 (this “Agreement”), is by and among United Technologies Corporation, a Delaware corporation (“UTC”), Carrier Global Corporation, a Delaware corporation and a wholly owned subsidiary of UTC (“Carrier”) and Otis Worldwide Corporation, a Delaware corporation and a wholly owned subsidiary of UTC (“Otis” and, together with Carrier, the “SpinCos” and each, a “SpinCo”) (collectively, the “Companies” and each a “Company”).

EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • April 8th, 2020 • Raytheon Technologies Corp • Aircraft engines & engine parts

This EMPLOYEE MATTERS AGREEMENT, dated as of April 2, 2020 (this “Agreement”), is by and among United Technologies Corporation, a Delaware corporation (“UTC”), Carrier Global Corporation, a Delaware corporation (“Carrier”), and Otis Worldwide Corporation, a Delaware corporation (“Otis”). UTC, Otis and Carrier are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

INTELLECTUAL PROPERTY AGREEMENT by and among UNITED TECHNOLOGIES CORPORATION, OTIS WORLDWIDE CORPORATION and CARRIER GLOBAL CORPORATION Dated as of April 2, 2020
Intellectual Property Agreement • April 8th, 2020 • Raytheon Technologies Corp • Aircraft engines & engine parts • Delaware

This INTELLECTUAL PROPERTY AGREEMENT (this “Agreement”), dated as of April 2, 2020, is by and among United Technologies Corporation, a Delaware corporation (“UTC”), Otis Worldwide Corporation, a Delaware corporation (“Otis”), and Carrier Global Corporation, a Delaware corporation (“Carrier”) (each, a “Party” and together, the “Parties”).

SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG UNITED TECHNOLOGIES CORPORATION, CARRIER GLOBAL CORPORATION AND OTIS WORLDWIDE CORPORATION DATED AS OF APRIL 2, 2020
Separation and Distribution Agreement • April 8th, 2020 • Raytheon Technologies Corp • Aircraft engines & engine parts • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of April 2, 2020 (this “Agreement”), is by and among United Technologies Corporation, a Delaware corporation (“UTC”), Carrier Global Corporation, a Delaware corporation (“Carrier”) and Otis Worldwide Corporation, a Delaware corporation (“Otis”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

EMPLOYMENT AGREEMENT
Employment Agreement • April 27th, 2021 • Raytheon Technologies Corp • Aircraft engines & engine parts • Delaware

WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company and its shareholders to ensure that the Company will have the continued dedication of Executive following the consummation of the transactions contemplated by the Agreement and Plan of Merger dated as of June 9, 2019, entered into by and among Raytheon, the Company and Light Merger Sub, a Delaware corporation and wholly owned subsidiary of the Company (the “Merger Agreement”); and

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 29th, 2020 • Raytheon Technologies Corp • Aircraft engines & engine parts • New York

This REGISTRATION RIGHTS AGREEMENT, dated June 10, 2020 (this “Agreement”), is entered into by and among Raytheon Technologies Corporation, a Delaware corporation (the “Company”), and BofA Securities, Inc., Citigroup Global Markets Inc., Morgan Stanley & Co., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as dealer managers (the “Dealer Managers”), in connection with the Company’s offers to exchange notes issued by certain of the Company’s subsidiaries for new notes of the Company listed on Schedule A (the “Notes”). The Company has agreed to provide to the Holders (as defined below) of the Notes the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the Dealer Managers’ obligation to act and to continue to act (as the case may be) as Dealer Managers under the Dealer Manager and Solicitation Agent Agreement, dated May 11, 2020, between the Company and the Dealer Managers (the “Dealer Man

BETWEEN
Acquisition Agreement • June 30th, 1999 • United Technologies Corp /De/ • Aircraft engines & engine parts • Ontario
BRIDGE CREDIT AGREEMENT dated as of November 8, 2011, among UNITED TECHNOLOGIES CORPORATION, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and HSBC SECURITIES (USA) INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH...
Bridge Credit Agreement • February 9th, 2012 • United Technologies Corp /De/ • Aircraft engines & engine parts • Delaware

BRIDGE CREDIT AGREEMENT dated as of November 8, 2011, among UNITED TECHNOLOGIES CORPORATION, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and J.P. MORGAN SECURITIES LLC, HSBC SECURITIES (USA) INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers and Joint Bookrunners.

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AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 13th, 2020 • United Technologies Corp /De/ • Aircraft engines & engine parts

This Amendment No. 1 (this “Amendment”), dated as of March 9, 2020, to the Agreement and Plan of Merger, dated as of June 9, 2019 (as amended, restated, modified or supplemented from time to time, the “Merger Agreement”), by and among United Technologies Corporation, a Delaware corporation (“UTC”), Light Merger Sub Corp., a Delaware corporation (“Merger Sub”), and Raytheon Company, a Delaware corporation (“Raytheon”), is by and among the parties hereto.

AGREEMENT AND PLAN OF MERGER by and among UNITED TECHNOLOGIES CORPORATION, LIGHT MERGER SUB CORP. and RAYTHEON COMPANY dated as of June 9, 2019
Agreement and Plan of Merger • June 10th, 2019 • United Technologies Corp /De/ • Aircraft engines & engine parts • Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of June 9, 2019 (this “Agreement”), by and among United Technologies Corporation, a Delaware corporation (“UTC”), Light Merger Sub Corp., a Delaware corporation (“Merger Sub”), and Raytheon Company, a Delaware corporation (“Raytheon”).

DIRECTOR AGREEMENT
Director Agreement • February 9th, 2017 • United Technologies Corp /De/ • Aircraft engines & engine parts

BETWEEN: OTIS ELEVATOR WORLDWIDE SPRL, a Belgian Company having its registered seat at Avenue des Arts, 58, 1000 Brussels, Belgium;

EXECUTIVE LEADERSHIP GROUP AGREEMENT United Technologies Corporation
Leadership Group Agreement • March 24th, 2006 • United Technologies Corp /De/ • Aircraft engines & engine parts

The undersigned Executive acknowledges receipt of the materials summarizing the Corporation’s Executive Leadership Group Program (“ELG”) and the benefits available to the Executive as a member of ELG as well as the Executive’s obligations and commitments to the Corporation as an ELG member. ELG benefits include a restricted share unit retention award that vests at retirement (age 62 minimum), special life insurance and disability benefits under the ELG Income Protection Program, the Flexible Perquisites Allowance and eligibility for the pre-retirement Standard Separation Arrangement. While employed and for a 2-year period thereafter, ELG members must agree to protect Company information and to refrain from activities that could lead to the recruitment of Company employees. If eligible for the Pre-Retirement Separation Agreement in the event of separation prior to age 62, or upon vesting in the restricted share unit retention award at retirement on or after age 62, the Executive will ma

EXECUTIVE LEADERSHIP GROUP AGREEMENT United Technologies Corporation
Separation Agreement • October 23rd, 2009 • United Technologies Corp /De/ • Aircraft engines & engine parts

The undersigned Executive acknowledges receipt of the materials summarizing the Corporation’s Executive Leadership Group (“ELG”) Program and the benefits available to the Executive as a member of ELG as well as the Executive’s obligations and commitments to the Corporation as an ELG member. ELG benefits include a restricted share unit retention award that vests at retirement (age 62 minimum), supplemental life insurance and disability benefits, a flexible perquisites allowance and eligibility for the standard ELG severance benefit as set forth in the pre-retirement ELG Standard Separation Agreement as set forth in Attachment B. The ELG Standard Separation Agreement provides for severance benefits in the event of a Mutually Agreeable Termination before age 62 or an involuntary termination or termination for Good Reason following a Change in Control. Severance benefits are not provided in the case of a Termination for Cause. Capitalized terms in this Membership Agreement and the ELG Stan

TERM LOAN Credit Agreement dated as of November 7, 2023, among RTX CORPORATION, the LENDERS party hereto and CITIBANK, N.A., as Administrative Agent CITIBANK, N.A., GOLDMAN SACHS LENDING PARTNERS LLC, BOFA SECURITIES, INC., JPMORGAN CHASE BANK, N.A....
Term Loan Credit Agreement • November 8th, 2023 • RTX Corp • Aircraft engines & engine parts • New York

TERM LOAN Credit Agreement dated as of November 7, 2023, among RTX CORPORATION, a Delaware corporation, the Lenders party hereto and CITIBANK, N.A., as Administrative Agent.

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 5th, 2021 • Raytheon Technologies Corp • Aircraft engines & engine parts

This First Amendment to the Employment Agreement (this “Amendment”) is entered into as of March 4, 2021 by and between Gregory J. Hayes (the “Executive”) and Raytheon Technologies Corporation (formerly known as United Technologies Corporation) (the “Company”).

May 24, 2021
Letter Agreement • July 27th, 2021 • Raytheon Technologies Corp • Aircraft engines & engine parts • Delaware

This letter agreement (this “Agreement”) memorializes our recent discussions concerning your upcoming retirement from Raytheon Technologies Corporation (the “Company”) on June 1, 2021 (the “Separation Date”).

EXECUTIVE LEADERSHIP GROUP AGREEMENT
Separation Agreement • October 25th, 2013 • United Technologies Corp /De/ • Aircraft engines & engine parts

This Executive Leadership Group Agreement (the “ELG Agreement”) is entered into between __________________ (hereinafter the “Executive”) and United Technologies Corporation (“UTC”), a Delaware corporation, with an office and place of business at Hartford, Connecticut (UTC and all its subsidiaries, divisions and affiliates are hereinafter referred to as the “Company”).

FIRST AMENDMENT TO EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • May 29th, 2020 • Raytheon Technologies Corp • Aircraft engines & engine parts

This First Amendment (this “Amendment”) to the Employee Matters Agreement by and among Raytheon Technologies Corporation (formerly United Technologies Corporation) (“Parent”), Carrier Global Corporation (“Carrier”) and Otis Worldwide Corporation (“Otis”) dated as of April 2, 2020 (the “EMA”) is entered into as of May 22, 2020.

EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with...
Joint Filing Agreement • January 21st, 2000 • United Technologies Corp /De/ • Aircraft engines & engine parts

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.01 par value, of FreeMarkets, Inc., and further agree to the filing of this Agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.

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