SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF MARCH 3, 1999 AS AMENDED AND RESTATED AS OF MAY 4, 2011 BETWEEN TALISMAN ENERGY INC. AND COMPUTERSHARE TRUST COMPANY OF CANADA AS RIGHTS AGENTShareholder Rights Plan Agreement • May 6th, 2011 • Talisman Energy Inc • Crude petroleum & natural gas • Alberta
MEMORANDUM OF AGREEMENT, dated as of March 3, 1999, as amended and restated as of May 4, 2011, between Talisman Energy Inc. (the "Corporation"), a corporation incorporated under the Canada Business Corporations Act, and Computershare Trust Company of Canada, a trust company incorporated under the laws of Canada (the "Rights Agent");
Unless this security is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Corporation (as defined below) or its agent for registration of transfer, exchange or payment, and any security...Talisman Energy Inc • May 18th, 2012 • Crude petroleum & natural gas
This security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a depository or a nominee thereof. This security may not be exchanged in whole or in part for a security registered, and no transfer of this security in whole or in part may be registered, in the name of any person other than such depository or its nominee except in the limited circumstances described in the Indenture.
Underwriting AgreementUnderwriting Agreement • May 18th, 2012 • Talisman Energy Inc • Crude petroleum & natural gas • New York
Talisman Energy Inc., a corporation organized under the laws of Canada (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement Standard Provisions attached hereto as Annex A (the “Standard Provisions”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”). The Standard Provisions are incorporated herein by reference in their entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Underwriting Agreement. Each reference to the Representatives herein and in the Standard Provisions so incorporated by reference shall be deemed to be references to you. Unless otherwise defined herein, terms defined in the Standard Provision
Talisman Energy Inc. Performance Share Unit Grant Agreement for U.S. Participants and Eligible Employees of Talisman Energy Services Inc.Performance Share Unit • December 12th, 2011 • Talisman Energy Inc • Crude petroleum & natural gas
Talisman Energy Inc. (“Talisman”) has established the Performance Share Unit Plan for Eligible Employees of Talisman Energy Inc. and its Affiliates effective April 1, 2009 (the “Plan”) under which Grants of performance share units (“PSUs”) may be made to Eligible Employees of Talisman and its Affiliates at the discretion of the Human Resources Committee (the “Committee”).
ContractAgreement of Resignation, Appointment and Acceptance • August 30th, 2013 • Talisman Energy Inc • Crude petroleum & natural gas • New York
AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this “Agreement”), effective as of August 30, 2013 (the “Effective Date”), by and among Talisman Energy Inc., a corporation organized under the laws of Canada and having its principal office at Suite 2000, 888 3rd Street S.W., Calgary, Alberta, T2P 5C5 Canada (the “Company”), The Bank of Nova Scotia Trust Company of New York, a trust company organized and existing under the laws of the State of New York, having a corporate trust office at One Liberty Plaza, New York, New York 10006 (the “Resigning Trustee”), and Union Bank, N.A., a national banking association duly organized and existing under the laws of the United States and having a corporate trust office at 120 S. San Pedro Street, Suite 400, Los Angeles, California 90012 (the “Successor Trustee”).
Stock Option Agreement Terms and ConditionsStock Option Agreement • December 12th, 2011 • Talisman Energy Inc • Crude petroleum & natural gas
The Management Succession and Compensation Committee has authorized the issuance of common shares of Talisman Energy Inc. ("Talisman") under the provisions of an Employee Stock Option Plan (the "Plan") for certain employees of Talisman or of companies that are currently direct or indirect subsidiaries of Talisman (collectively the "Company").
SHAREHOLDER RIGHTS PLAN AMENDMENT AGREEMENTShareholder Rights Plan • May 1st, 2008 • Talisman Energy Inc • Crude petroleum & natural gas
This agreement (“Rights Plan Amendment”), dated as of April 30, 2008, is made between Talisman Energy Inc. (the “Corporation”), a corporation incorporated under the Canada Business Corporations Act, and Computershare Trust Company of Canada, a trust company incorporated under the laws of Canada (the “Rights Agent”);
SHAREHOLDER RIGHTS PLAN AMENDMENT AGREEMENTShareholder Rights Plan • June 9th, 2005 • Talisman Energy Inc • Crude petroleum & natural gas
This agreement (“Rights Plan Amendment”), dated as of May 3, 2005, is made between Talisman Energy Inc. (the “Corporation”), a corporation incorporated under the Canada Business Corporations Act, and Computershare Trust Company of Canada, a trust company incorporated under the laws of Canada (the “Rights Agent”);
SHARE SALE AGREEMENT BETWEEN BP EXPLORATION OPERATING COMPANY LIMITED, AS SELLER AND ECOPETROL S.A. AND TALISMAN COLOMBIA HOLDCO LIMITED AS PURCHASERS EXECUTED ON AUGUST 3, 2010Share Sale Agreement • August 12th, 2010 • Talisman Energy Inc • Crude petroleum & natural gas • England and Wales
This Share Sale Agreement (the “Agreement”), is executed on August 3, 2010 (the “Execution Date”) by and between BP Exploration Operating Company Limited, a company organized and existing under the Laws of England and Wales (company number 00305943, “Seller”), and Ecopetrol S.A., a company organized and existing under the Laws of Colombia (“Ecopetrol”) and Talisman Colombia Holdco Limited, a company organized and existing under the Laws of England and Wales (“Talisman”). Ecopetrol and Talisman are collectively referred to in this Agreement as “Purchasers” and individually as a “Purchaser”. Seller and Purchasers are also sometimes referred to individually as a “Party” and collectively as the “Parties.”
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • December 2nd, 2013 • Talisman Energy Inc • Crude petroleum & natural gas • Alberta
This Nomination and Standstill Agreement, dated December 1, 2013 (this “Agreement”), is by and among the persons and entities listed on Schedule A hereto (collectively, the “Icahn Group”, and individually a “member” of the Icahn Group) and Talisman Energy Inc. (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
ARRANGEMENT AGREEMENT REPSOL S.A. - and - TAPBC ACQUISITION INC. - and - TALISMAN ENERGY INC. Dated as of December 15, 2014Arrangement Agreement • December 18th, 2014 • Talisman Energy Inc • Crude petroleum & natural gas • Alberta
WHEREAS AcquisitionCo proposes to acquire all of the issued and outstanding Common Shares and the Series 1 Preferred Shares (the “Acquisition”);
SHAREHOLDER RIGHTS PLAN AMENDMENT AGREEMENTShareholder Rights Plan • May 5th, 2005 • Talisman Energy Inc • Crude petroleum & natural gas
This agreement ("Rights Plan Amendment"), dated as of May 3, 2005, is made between Talisman Energy Inc. (the "Corporation"), a corporation incorporated under the Canada Business Corporations Act, and Computershare Trust Company of Canada, a trust company incorporated under the laws of Canada (the "Rights Agent");
TALISMAN ENERGY AND ECOPETROL AGREE TO ACQUIRE BP EXPLORATION COMPANY (COLOMBIA) LIMITEDTalisman Energy Inc • August 3rd, 2010 • Crude petroleum & natural gas
CALGARY, Alberta – August 3, 2010 – Talisman Energy Inc. and Ecopetrol S.A. have agreed to acquire BP Exploration Company (Colombia) Limited. Talisman will complete its transaction through an indirect wholly owned subsidiary.
ContractShareholder Rights Plan • April 30th, 2008 • Talisman Energy Inc • Crude petroleum & natural gas
TALISMAN TO ACQUIRE PALADIN RESOURCES PLC FOR £1,218 MILLION (C$2,521 MILLION)Talisman Energy Inc • October 20th, 2005 • Crude petroleum & natural gas
CALGARY, Alberta – October 20, 2005 – Talisman Energy Inc. (“Talisman”) has reached an agreement with Paladin Resources PLC on the terms of a cash offer by Talisman Energy Resources Limited (“Talisman Resources”), a wholly-owned subsidiary of Talisman, for all of the shares of Paladin at an aggregate price of approximately £1,218 million (C$2,521 million). Paladin is a UK oil and gas exploration and production company whose shares are listed on the London Stock Exchange. Paladin has a portfolio of production and exploration assets predominantly in the Norwegian, UK and Danish sectors of the North Sea, as well as in Australia, Indonesia and Tunisia. It also has exploration acreage in Gabon and Romania.
TRUST INDENTURETrust Indenture • January 18th, 2006 • Talisman Energy Inc • Crude petroleum & natural gas • Alberta
