Virtus Investment Partners, Inc. Sample Contracts

AutoNDA by SimpleDocs
OF
Phoenix Duff & Phelps Corp • September 9th, 1998 • Investment advice • Delaware
TO
Phoenix Duff & Phelps Corp • March 31st, 1998 • Investment advice • Delaware
CREDIT AGREEMENT dated as of September 30, 2016 among VIRTUS INVESTMENT PARTNERS, INC., as Borrower, The Lenders Party Hereto, PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent and THE BANK OF NEW YORK MELLON, as Administrative Agent, as Swingline...
Credit Agreement • February 27th, 2017 • Virtus Investment Partners, Inc. • Investment advice • New York

CREDIT AGREEMENT, dated as of September 30, 2016, among VIRTUS INVESTMENT PARTNERS, INC., the LENDERS party hereto, PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent, and THE BANK OF NEW YORK MELLON, as the Administrative Agent, the Swingline Lender and as the Issuing Bank.

Virtus Investment Partners, Inc. 1,129,032 Shares of Common Stock (par value $0.01 per share) Underwriting Agreement
Underwriting Agreement • September 12th, 2013 • Virtus Investment Partners, Inc. • Investment advice • New York

Virtus Investment Partners, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 1,129,032 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 169,354 additional shares (the “Optional Shares”) of 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”.

CREDIT AGREEMENT dated as of June 1, 2017 among VIRTUS INVESTMENT PARTNERS, INC., as Borrower, The Lenders Party Hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent BARCLAYS BANK PLC, as Syndication Agent INDUSTRIAL AND COMMERCIAL...
Credit Agreement • June 1st, 2017 • Virtus Investment Partners, Inc. • Investment advice • New York

CREDIT AGREEMENT dated as of June 1, 2017 (as may be further amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among VIRTUS INVESTMENT PARTNERS, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent. Capitalized terms used without definition in this Agreement have the meanings given to them in Section 1.01.

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • December 19th, 2008 • Virtus Investment Partners, Inc. • Investment advice • Connecticut

This Change in Control Agreement (this “Agreement”), effective as of the Distribution Date (as defined in the Separation Agreement, Plan of Reorganization and Distribution by and between The Phoenix Companies, Inc. and Virtus Investment Partners, Inc.), is between Virtus Investment Partners, Inc., a Delaware corporation (the “Company”), and George R. Aylward, Jr. (the “Executive”).

TAX SEPARATION AGREEMENT
Tax Separation Agreement • December 19th, 2008 • Virtus Investment Partners, Inc. • Investment advice • Delaware

This TAX SEPARATION AGREEMENT is dated as of December 18, 2008, by and between The Phoenix Companies, Inc. (“PNX”), a Delaware corporation, and Virtus Investment Partners, Inc. (“Spinco”), a Delaware corporation.

EMPLOYEE MATTERS AGREEMENT by and between THE PHOENIX COMPANIES, INC. and VIRTUS INVESTMENT PARTNERS, INC. Dated December 18, 2008
Employee Matters Agreement • December 19th, 2008 • Virtus Investment Partners, Inc. • Investment advice • Connecticut

This EMPLOYEE MATTERS AGREEMENT (the “Agreement”) is entered into December 18, 2008, by and between The Phoenix Companies, Inc., a Delaware corporation (“PNX”), and Virtus Investment Partners, Inc., a Delaware corporation (“Spinco”) (each a “Party” and together the “Parties”), to be effective as of the Distribution Date.

SEPARATION AGREEMENT, PLAN OF REORGANIZATION AND DISTRIBUTION by and between THE PHOENIX COMPANIES, INC. and VIRTUS INVESTMENT PARTNERS, INC. Dated as of December 18, 2008
Separation Agreement • December 19th, 2008 • Virtus Investment Partners, Inc. • Investment advice • Delaware

SEPARATION AGREEMENT, PLAN OF REORGANIZATION AND DISTRIBUTION (this “Agreement”), dated as of December 18, 2008, by and between The Phoenix Companies, Inc., a Delaware corporation (“PNX”), and Virtus Investment Partners, Inc., a Delaware corporation (“Spinco” and together with PNX, the “Parties”, and each individually, a “Party”).

TRANSITION SERVICES AGREEMENT by and between THE PHOENIX COMPANIES, INC. and VIRTUS INVESTMENT PARTNERS, INC. Dated as of December 18, 2008
Transition Services Agreement • December 19th, 2008 • Virtus Investment Partners, Inc. • Investment advice • Connecticut

TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of December 18, 2008, by and between The Phoenix Companies, Inc., a Delaware corporation (“PNX”), and Virtus Investment Partners, Inc., a Delaware corporation (“Spinco” and together with PNX, the “Parties”, and each individually, a “Party”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Separation Agreement (as defined below).

Virtus Investment Partners, Inc. 910,000 Shares of Common Stock (par value $0.01 per share) Underwriting Agreement
Virtus Investment Partners, Inc. • February 1st, 2017 • Investment advice • New York

Concurrently with the offering of the Shares, the Company will (i) offer, pursuant to a separate prospectus supplement dated January 26, 2017, an aggregate of 1,000,000 shares of mandatory convertible preferred stock (the “Mandatory Convertible Preferred Stock”) (or an aggregate of 1,150,000 shares of Mandatory Convertible Preferred Stock if the underwriters of such offering exercise their option to purchase additional shares of Mandatory Convertible Preferred Stock in full) and (ii) enter into an underwriting agreement, dated as of the hereof, providing for the sale of the Mandatory Convertible Preferred Stock. The completion of the offering of the Shares is not conditioned on the completion of the offering of the Mandatory Convertible Preferred Stock, and the completion of the offering of the Mandatory Convertible Preferred Stock is not conditioned on the completion of the offering of Shares.

VIRTUS INVESTMENT PARTNERS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • May 13th, 2009 • Virtus Investment Partners, Inc. • Investment advice • Connecticut

Virtus Investment Partners, Inc. (the “Company”) hereby grants to the Optionee named below an option (“Option”) to purchase, in accordance with and subject to the terms and restrictions of the Virtus Investment Partners, Inc. Omnibus Incentive and Equity Plan (the “Plan”), which is incorporated by reference and is made a part of this Agreement, the number of shares of common stock, par value of $ .01 per share (the “Common Shares”) of the Company at the option price per share set forth below. This page is the first page of the Virtus Investment Partners, Inc. Non-Qualified Stock Option Agreement (the “Agreement”) which describes in detail your rights with respect to this Option being granted to you and which constitutes a legal agreement between you and the Company:

AMENDMENT
Amendment • April 10th, 2009 • Virtus Investment Partners, Inc. • Investment advice • Delaware

This AMENDMENT (this “Amendment”), dated as of April 8, 2009, is entered into by and between THE PHOENIX COMPANIES, INC., a Delaware corporation (“PNX”), and VIRTUS INVESTMENT PARTNERS, INC., a Delaware corporation (“Spinco”). Capitalized terms used in this Amendment and not defined herein shall have the meanings that such terms have in the Agreement (defined below).

Contract
Indemnity Agreement • February 27th, 2023 • Virtus Investment Partners, Inc. • Investment advice • Delaware
INVESTMENT AND CONTRIBUTION AGREEMENT BY AND AMONG PHOENIX INVESTMENT MANAGEMENT COMPANY, VIRTUS HOLDINGS, INC., HARRIS BANKCORP, INC. AND THE PHOENIX COMPANIES, INC. Dated as of October 30, 2008
Investment and Contribution Agreement • November 14th, 2008 • Virtus Investment Partners, Inc. • Investment advice • New York

INVESTMENT AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of October 30, 2008, by and among PHOENIX INVESTMENT MANAGEMENT COMPANY, a Delaware corporation (“PIMCO”), VIRTUS HOLDINGS, INC., a Delaware corporation (the “Company”), HARRIS BANKCORP, INC., a Delaware corporation (the “Investor”), and THE PHOENIX COMPANIES, INC., a Delaware corporation (“PNX”).

CONVERSION AND VOTING AGREEMENT
Conversion and Voting Agreement • November 2nd, 2011 • Virtus Investment Partners, Inc. • Investment advice • New York

THIS CONVERSION AND VOTING AGREEMENT, dated as of October 27, 2011 (this “Agreement”), is entered into between BMO Bankcorp, Inc. (f/k/a Harris Bankcorp, Inc.), a Delaware corporation (the “Investor”), and Virtus Investment Partners, Inc., a Delaware corporation (the “Company”).

NOTE
Note • September 4th, 2009 • Virtus Investment Partners, Inc. • Investment advice • New York

FOR VALUE RECEIVED, the undersigned, VIRTUS INVESTMENT PARTNERS, INC., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of THE BANK OF NEW YORK MELLON (the “Lender”) the unpaid principal amount of the Loans made by the Lender to the Borrower, in the amounts and at the times set forth in the Credit Agreement, dated as of September 1, 2009, among the Borrower, the Lenders party thereto, and The Bank of New York Mellon, as Administrative Agent and as Issuing Bank, (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) and to pay interest from the date hereof on the principal balance of such Loans from time to time outstanding at the rate or rates and at the times set forth in the Credit Agreement, in each case at the office of the Administrative Agent located at One Wall Street, New York, New York, or at such other place as the Administrative Agent may specify from time to time, in lawful money of the United S

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • July 13th, 2010 • Virtus Investment Partners, Inc. • Investment advice • New York

AMENDMENT NO. 1, dated as of July 8, 2010 (this “Amendment”) to the Credit Agreement, dated as of September 1, 2009, among Virtus Investment Partners, Inc. (the “Borrower”), the Lenders party thereto, and The Bank of New York Mellon, as Administrative Agent and as Issuing Bank (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

AutoNDA by SimpleDocs
AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 4th, 2013 • Virtus Investment Partners, Inc. • Investment advice • New York

AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 18, 2013 (this “Amendment”) to the Amended and Restated Credit Agreement, dated as of September 10, 2012, among Virtus Investment Partners, Inc. (the “Borrower”), the Lenders party thereto, PNC Bank, National Association, as Syndication Agent, and The Bank of New York Mellon, as Administrative Agent (in such capacity, the “Agent”), the Swingline Lender, and as Issuing Bank (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

VIRTUS INVESTMENT PARTNERS, INC. PERFORMANCE SHARE UNIT GRANT AGREEMENT
Performance Share Unit Grant Agreement • May 9th, 2023 • Virtus Investment Partners, Inc. • Investment advice • Connecticut

This Agreement describes in detail your rights with respect to the Performance Share Units granted to you, and Restricted Stock Units that may be granted to you, hereby and constitutes a legal agreement between you and the Company. Capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the Plan.

VIRTUS INVESTMENT PARTNERS, INC. RESTRICTED STOCK UNITS AGREEMENT
Restricted Stock Units Agreement • May 13th, 2009 • Virtus Investment Partners, Inc. • Investment advice • Connecticut

Virtus Investment Partners, Inc. (the “Company”) hereby grants to the Participant named below a Restricted Stock Unit award (“Award”), each Restricted Stock Unit (“Restricted Stock Unit” or “RSU”) representing the right to receive one share of common stock of the Company, par value $0.01 per share (“Common Shares”) in accordance with and subject to the terms and restrictions of this Agreement (the “Agreement”) and the Virtus Investment Partners, Inc. Omnibus Incentive and Equity Plan (the “Plan”), which is incorporated by reference and made a part of this Agreement. This is the first page of the Agreement, which describes in detail your rights with respect to the Restricted Stock Units granted to you hereby and which constitutes a legal agreement between you and the Company.

AGREEMENT RE JOINT FILING OF SCHEDULE 13D ------------
Phoenix Duff & Phelps Corp • October 9th, 1998 • Investment advice
VIRTUS INVESTMENT PARTNERS, INC. REAFFIRMATION OF GUARANTEE
Reaffirmation of Guarantee • November 7th, 2012 • Virtus Investment Partners, Inc. • Investment advice • New York

THIS REAFFIRMATION OF GUARANTEE (this “Reaffirmation”) is dated as of September 10, 2012, and is entered into by and among VIRTUS INVESTMENT PARTNERS, INC., a Delaware corporation (the “Borrower”), each of the Subsidiaries of the Borrower listed on Schedule A hereto (each such Subsidiary, individually, a “Guarantor” and, collectively, the “Guarantors”) and THE BANK OF NEW YORK MELLON, as Administrative Agent, as Swingline Lender and as Issuing Bank (the “Agent”) under the Amended and Restated Credit Agreement, dated as of September 10, 2012, among the Borrower, the lenders party thereto and the Agent (the “Amended and Restated Credit Agreement”). Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Amended and Restated Credit Agreement.

CREDIT AGREEMENT dated as of September 1, 2009 among VIRTUS INVESTMENT PARTNERS, INC., as Borrower, The Lenders Party Hereto, and THE BANK OF NEW YORK MELLON, as Administrative Agent and as Issuing Bank THE BANK OF NEW YORK MELLON, as Lead Arranger...
Security Agreement • March 1st, 2011 • Virtus Investment Partners, Inc. • Investment advice • New York

CREDIT AGREEMENT, dated as of September 1, 2009, among VIRTUS INVESTMENT PARTNERS, INC., the LENDERS party hereto and THE BANK OF NEW YORK MELLON, as Administrative Agent and as Issuing Bank.

PHOENIX INVESTMENT PARTNERS, LTD FIRST AMENDMENT Dated as of June 1, 2006 to LOAN AGREEMENT Dated as of December 30, 2005 Re: $66,018,833 – 6.55% Senior Note Due December 30, 2010
Loan Agreement • December 19th, 2008 • Virtus Investment Partners, Inc. • Investment advice • Connecticut

THIS FIRST AMENDMENT dated as of June 1, 2006 to the Loan Agreement dated as of December 30, 2005 is between Phoenix Investment Partners, LTD. a Delaware corporation (the “Company”) and Phoenix Life Insurance company (the “Noteholder”).

AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 24th, 2014 • Virtus Investment Partners, Inc. • Investment advice • New York

AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 4, 2013 (this “Amendment”) to the Amended and Restated Credit Agreement, dated as of September 10, 2012, among Virtus Investment Partners, Inc. (the “Borrower”), the Lenders party thereto, PNC Bank, National Association, as Syndication Agent, and The Bank of New York Mellon, as Administrative Agent (in such capacity, the “Agent”), the Swingline Lender, and as Issuing Bank, as amended by Amendment No. 1, dated as of July 2, 2013 and Amendment No. 2, dated as of September 18, 2013 (as the same may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

LOAN AGREEMENT
Loan Agreement • December 19th, 2008 • Virtus Investment Partners, Inc. • Investment advice • Connecticut

THIS LOAN AGREEMENT (this “Agreement”) is made as of the 30th day of December 2005, by and between PHOENIX LIFE INSURANCE COMPANY, (“Lender”) a New York domiciled insurance company with a mailing address of One American Row, Hartford, Connecticut 06115 and PHOENIX INVESTMENT PARTNERS, LTD (“Borrower”), a Delaware corporation with a mailing address of 56 Prospect Street, Hartford, Connecticut 06115.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!