IHS Inc. Sample Contracts

Underwriting Agreement
Underwriting Agreement • January 15th, 2014 • IHS Inc. • Services-computer programming, data processing, etc. • New York

Conscientia Investment Limited (the “Selling Stockholder”), a stockholder of IHS Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,478,261 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 521,739 additional shares (the “Optional Shares”) of Class A Common Stock, par value $0.01 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 28th, 2014 • IHS Inc. • Services-computer programming, data processing, etc. • New York

This REGISTRATION RIGHTS AGREEMENT dated October 28, 2014 (this “Agreement”) is entered into by and among IHS Inc., a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Initial Guarantors”), and J.P. Morgan Securities LLC (“J.P. Morgan”) for itself and on behalf of the several initial purchasers named in the Purchase Agreement (as defined below) (the “Initial Purchasers”).

FORM OF INDEMNIFICATION AGREEMENT IHS INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 20th, 2005 • IHS Inc. • Services-computer programming, data processing, etc. • Delaware

This Indemnification Agreement (this "Agreement"), made and entered into as of the day of , 20 , by and between IHS Inc., a Delaware corporation (the "Company"), and ("Indemnitee").

Underwriting Agreement
Underwriting Agreement • June 22nd, 2012 • IHS Inc. • Services-computer programming, data processing, etc. • New York

Conscientia Investment Limited (the “Selling Stockholder”), a stockholder of IHS Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to you (the “Underwriter”) an aggregate of 8,695,653 shares (the “Firm Shares”) and, at the election of the Underwriter, up to 1,304,347 additional shares (the “Optional Shares”) of Class A Common Stock, par value $0.01 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriter elects to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

IHS INC. 15 Inverness Way East Englewood, CO 80112
IHS Inc. • January 23rd, 2012 • Services-computer programming, data processing, etc. • Colorado

This letter, written on behalf of the Board of Directors (the “Board”) of IHS Inc., a Delaware corporation (the “Company”), confirms the terms and conditions of your employment with the Company.

550,000,000 TRANCHE A-2 TERM LOANS SECOND AMENDMENT TO CREDIT AGREEMENT among
Credit Agreement • March 21st, 2016 • IHS Inc. • Services-computer programming, data processing, etc. • New York

WHEREAS, IHS, the Tranche A-1 Borrower, the Administrative Agent, and the Lenders party thereto have entered into the Credit Agreement dated as of October 17, 2014 (amending and restating the Credit Agreement dated as of July 15, 2013 and as amended by the First Amendment, dated as of November 5, 2015, and as may be further amended or otherwise modified from time to time, the “Agreement”).

Underwriting Agreement
IHS Inc. • October 23rd, 2006 • Services-computer programming, data processing, etc. • New York

Goldman, Sachs & Co., Citigroup Global Markets Inc., Morgan Stanley & Co. Incorporated, KeyBanc Capital Markets, A Division of McDonald Investments Inc., Piper Jaffray & Co., As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004.

REGISTRATION RIGHTS AGREEMENT dated as of May 2, 2007 among IHS INC. and TAK TENT L LIMITED
Registration Rights Agreement • May 21st, 2007 • IHS Inc. • Services-computer programming, data processing, etc. • New York

REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of May 2, 2007 among IHS INC. (the "Company"), a Delaware corporation, and TAK TENT L LIMITED ("Tak Tent-L").

Amendment Agreement
Amendment Agreement • March 23rd, 2011 • IHS Inc. • Services-computer programming, data processing, etc.

This Amendment Agreement (the “Amendment”) is made as of December 3, 2010 and further amends the letter agreement dated November 1, 2004, as amended (the “Letter Agreement”), between you and IHS Inc. (the “Company”), containing the terms and conditions of your employment with the Company.

RIGHTS AGREEMENT dated as of November 10, 2005 between IHS INC. and COMPUTERSHARE TRUST COMPANY, INC., as Rights Agent
Rights Agreement • June 18th, 2012 • IHS Inc. • Services-computer programming, data processing, etc. • New York

AGREEMENT dated as of November 10, 2005, between IHS Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, Inc., as Rights Agent (the “Rights Agent”).

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT dated as of May 2, 2007 among IHS INC. and URVANOS INVESTMENTS LIMITED
Registration Rights Agreement • May 21st, 2007 • IHS Inc. • Services-computer programming, data processing, etc. • New York

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of May 2, 2007 among IHS INC. (the "Company"), a Delaware corporation and URVANOS INVESTMENTS LIMITED ("Urvanos").

AGREEMENT AND PLAN OF MERGER by and among MARKIT LTD., MARVEL MERGER SUB, INC., and IHS INC. dated as of March 20, 2016
Agreement and Plan of Merger • March 21st, 2016 • IHS Inc. • Services-computer programming, data processing, etc. • Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of March 20, 2016 (this “Agreement”), by and among MARKIT LTD., a Bermuda company (“Parent”), MARVEL MERGER SUB, INC., a Delaware corporation (“Merger Sub”), and IHS INC., a Delaware corporation (the “Company”).

Amendment Agreement
Amendment Agreement • January 15th, 2010 • IHS Inc. • Services-computer programming, data processing, etc.

This Amendment Agreement (the “Amendment”) is made as of October 21, 2009 and further amends the letter agreement dated November 1, 2004, as amended (the “Letter Agreement”), between you and IHS Inc. (the “Company”), containing the terms and conditions of your employment with the Company.

SECOND AMENDMENT TO CREDIT AGREEMENT among IHS INC., and certain of its subsidiaries as borrowers, The Lenders Party Hereto
Credit Agreement • March 21st, 2016 • IHS Inc. • Services-computer programming, data processing, etc. • New York
SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • September 22nd, 2014 • IHS Inc. • Services-computer programming, data processing, etc. • New York

IHS, the Borrower, the Administrative Agent, and the Lenders listed on the signature pages thereto have entered into that certain Credit Agreement dated as of August 29, 2012 (as amended by the First Amendment to Credit Agreement, dated as of July 15, 2013 and as the same may hereafter be amended or otherwise modified, the “Agreement”).

Form of Underwriting Agreement IHS Inc. Class A Common Stock, par value $0.01 per share Underwriting Agreement
IHS Inc. • March 22nd, 2007 • Services-computer programming, data processing, etc. • New York

[Name] (the "Selling Stockholder"), a stockholder of IHS Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to sell to you (the "Underwriter") an aggregate of [Number of Shares] shares of Class A Common Stock, par value $0.01 per share ("Stock"), of the Company (the "Shares").

AGREEMENT
Agreement • September 24th, 2013 • IHS Inc. • Services-computer programming, data processing, etc. • Colorado

WHEREAS, Walker and the Company are parties to an employment Letter Agreement dated October 31, 2007, as amended (“the Employment Agreement”).

MEMBERSHIP INTEREST PURCHASE AGREEMENT By and Among UCG HOLDINGS LIMITED PARTNERSHIP (“SELLER”) AND IHS GLOBAL INC. (“BUYER”) FOR THE Purchase of the Membership Interests of OIL PRICE INFORMATION SERVICE, LLC (“COMPANY”) Dated as of January 8, 2016
Membership Interest Purchase Agreement • January 11th, 2016 • IHS Inc. • Services-computer programming, data processing, etc. • Delaware

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of January 8, 2016 is between UCG Holdings Limited Partnership, a Maryland limited partnership (the “Seller”) and IHS Global Inc., a Delaware corporation (the “Buyer”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • October 13th, 2011 • IHS Inc. • Services-computer programming, data processing, etc. • New York

The Borrowers, the Administrative Agent, and the Lenders listed on the signature pages thereto have entered into that certain Credit Agreement dated as of January 5, 2011 (as the same may hereafter be amended or otherwise modified, the "Agreement").

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • January 15th, 2016 • IHS Inc. • Services-computer programming, data processing, etc. • New York

The Borrowers, the Administrative Agent, and the Lenders party thereto have entered into the Credit Agreement dated as of October 17, 2014 (as amended or otherwise modified from time to time, the “Agreement”).

Amendment Agreement
Amendment Agreement • September 22nd, 2014 • IHS Inc. • Services-computer programming, data processing, etc.

This Amendment Agreement dated June 1, 2014, amends the offer of employment letter dated February 4, 2013 (the “Offer Letter”), between you and IHS Inc. (the “Company”), containing the terms and conditions of your employment with the Company.

Underwriting Agreement
IHS Inc. • May 9th, 2005 • Services-computer programming, data processing, etc. • New York

Goldman, Sachs & Co., Citigroup Global Markets Inc., Morgan Stanley & Co. Incorporated, UBS Securities LLC, KeyBanc Capital Markets, A Division of McDonald Investments Inc., Piper Jaffray & Co.,

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AGREEMENT
Agreement • June 3rd, 2015 • IHS Inc. • Services-computer programming, data processing, etc. • Colorado

WHEREAS, Key and the Company are parties to an employment Letter Agreement dated October 31, 2007, as amended (“the Employment Agreement”).

FORM OF AGREEMENT FOR PERFORMANCE-BASED RESTRICTED STOCK UNITS IHS INC.
Form of Agreement • January 18th, 2011 • IHS Inc. • Services-computer programming, data processing, etc. • Delaware

This Restricted Stock Units Award Document (this “Award Document”) sets forth the terms of a Restricted Stock Unit Award (“Award”) given to (“you”) by IHS Inc. (the “Company” or “IHS”).

IHS INC. Englewood, CO 80112
IHS Inc. • January 18th, 2011 • Services-computer programming, data processing, etc. • Colorado

This letter, written on behalf of the Board of Directors (the “Board”) of IHS Inc., a Delaware corporation (the “Company”), confirms the terms and conditions of your employment with the Company.

Underwriting Agreement
Underwriting Agreement • October 6th, 2005 • IHS Inc. • Services-computer programming, data processing, etc. • New York

Goldman, Sachs & Co., Citigroup Global Markets Inc., Morgan Stanley & Co. Incorporated, UBS Securities LLC, KeyBanc Capital Markets, A Division of McDonald Investments Inc., Piper Jaffray & Co., As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004.

Amendment Agreement
Amendment Agreement • March 25th, 2013 • IHS Inc. • Services-computer programming, data processing, etc.

This Amendment Agreement (the "Amendment") is made as of December 31, 2012 and further amends the letter agreement dated December 28, 2004, as amended (the “Letter Agreement"), between you and IHS Inc. (the “Company''), containing the terms and conditions of your employment with the Company.

AGREEMENT
Agreement • January 23rd, 2009 • IHS Inc. • Services-computer programming, data processing, etc. • Colorado

This AGREEMENT is dated November 30, 2008 by and between Rohinton Mobed ("Mobed"), and IHS Inc., a Delaware corporation formerly known as IHS Group Inc. its predecessors, former, current and future affiliates, subsidiaries, successors, and assigns (the "Company").

AGREEMENT AND PLAN OF MERGER by and among IHS INC., PROJECT LINCOLN SUB I, INC., GLOBAL INSIGHT, INC., JOSEPH E. KASPUTYS, and MICHAEL R. KARGULA Dated as of September 18, 2008
Agreement and Plan of Merger • September 30th, 2008 • IHS Inc. • Services-computer programming, data processing, etc. • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 18, 2008, is by and among IHS INC., a Delaware corporation (“Parent”), PROJECT LINCOLN SUB I, INC., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), GLOBAL INSIGHT, INC., a Delaware corporation (the “Company”), JOSEPH E. KASPUTYS and MICHAEL R. KARGULA (together with Joseph E. Kasputys, the “Principal Stockholders”). Certain capitalized and non-capitalized terms used herein are defined in Section 10.9.

November 1, 2004 Jeffrey Tarr c/o IHS Group Inc. Englewood, CO 80112 Dear Mr. Tarr:
Letter Agreement • April 4th, 2006 • IHS Inc. • Services-computer programming, data processing, etc. • Colorado

This letter, written on behalf of the Board of Directors (the “Board”) of IHS Group Inc., a Delaware corporation formerly known as HAIC Inc. (the “Company”), confirms the terms and conditions of your employment with the Company.

Contribution Agreement
A Contribution Agreement • October 21st, 2005 • IHS Inc. • Services-computer programming, data processing, etc. • Delaware

This is a Contribution Agreement (this "Contribution Agreement") dated November 10, 2004 and effective as of the Effective Time (as defined in Section 11), by and between Holland America Investment Corporation, a Delaware corporation ("Parent"), and HAIC, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Subsidiary").

CREDIT AGREEMENT dated as of October 17, 2014 among IHS INC., and certain of its subsidiaries as borrowers, The Lenders Party Hereto
Guaranty Agreement • January 16th, 2015 • IHS Inc. • Services-computer programming, data processing, etc. • New York
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Agreement • February 4th, 2005 • IHS Inc. • Colorado

AGREEMENT dated August 4, 2004 between Robert R. Carpenter, residing at 1174 Scott Avenue, Winnetka, Illinois 60093 ("Carpenter"), and Information Handling Services Group Inc., a Delaware corporation ("IHS Group").

NON-COMPETITION AGREEMENT
Non-Competition Agreement • January 24th, 2007 • IHS Inc. • Services-computer programming, data processing, etc. • Massachusetts

This NON-COMPETITION AGREEMENT (the “Agreement”) is made and entered into on September 1, 2004 by and between IHS Energy Group Inc., a Delaware corporation (“Purchaser”), and Daniel H. Yergin (“Yergin”).

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