PLACEMENT AGENCY AGREEMENTNew York • May 13th, 2022
Capital Bank, a Tennessee-chartered bank (the "Bank"), and the United States Department of the Treasury (the "Selling Shareholder") each confirms its agreement (this "Agreement") with Sandler O'Neill & Partners, L.P. ("Sandler O'Neill") and Stifel, Nicolaus & Company, Incorporated ("Stifel," and collectively with Sandler O'Neill, the "Placement Agents") with respect to the direct sale by the Selling Shareholder to one or more Winning Bidders (as defined in Section 2(a) hereof) and the placement, as agent of the Selling Shareholder, by the Placement Agents of 4,967 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A Preferred Stock, par value $0.01 per share (the “Series A Preferred Shares”), and 248 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share (the “Series B Preferred Shares,” and together with the Series A Preferred Shares, the “Securities”), of the Company.
PINNACLE ENTERTAINMENT, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 17th, 2016 • PNK Entertainment, Inc. • Hotels & motels • Delaware
THIS STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into as of March 14, 2010, by and between Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), and Anthony M. Sanfilippo (“Optionee”).
ESCROW DEPOSIT TRUST AGREEMENTEscrow Deposit Trust Agreement • March 2nd, 2021 • Mississippi
This ESCROW DEPOSIT TRUST AGREEMENT (this “Agreement”) is made and entered into as of , 2013, by and among, the MISSISSIPPI DEVELOPMENT BANK (the “Bank” or the “Issuer”), a public corporation and instrumentality of the State of Mississippi (the “State”), exercising essential public functions, organized under the provisions of Sections 31-25-1 et seq., Mississippi Code of 1972, as from time to time amended (the “Act”), MADISON COUNTY, MISSISSIPPI (the “County”), and HANCOCK BANK, Jackson,
FACILITY LEASE NO. 2Participation Agreement • February 26th, 2018 • Entergy New Orleans, LLC • Electric & other services combined • New York
AGREEMENT AND PLAN OF MERGER AMONG EON COMMUNICATIONS CORPORATION, CORTELCO SYSTEMS HOLDING, LLC, AND CORTELCO SYSTEMS HOLDING CORPORATION December 10, 2007Agreement and Plan of Merger • December 11th, 2007 • Eon Communications Corp • Telephone communications (no radiotelephone) • Delaware
This Agreement is entered into as of December 10, 2007, by and among eOn Communications Corporation, a Delaware corporation (“eOn”), Cortelco Systems Holding, LLC, a Delaware limited liability company (“Acquisition Subsidiary”), and Cortelco Systems Holding Corporation, a Delaware corporation (“Cortelco”). eOn, Acquisition Subsidiary, and Cortelco are referred to collectively herein as the “Parties.”
EXCLUSIVE MANUFACTURING AGREEMENTExclusive Manufacturing Agreement • February 16th, 2010 • Natural Alternatives International Inc • Medicinal chemicals & botanical products • Tennessee
THIS EXCLUSIVE MANUFACTURING AGREEMENT (the “Agreement”) dated as of the 1st day of April, 2005, by and between NSA, INC., a Tennessee corporation having a place of business at 4260 East Raines Road, Memphis, Tennessee 38118 (“NSA”), and NATURAL ALTERNATIVES INTERNATIONAL EUROPE LTD./SA/AG, a Swiss corporation (“NAIE”) having a place of business at Centro Galleria 1, Via Cantonale, 6928 Manno, Switzerland, and NATURAL ALTERNATIVES INTERNATIONAL, INC., a Delaware corporation (“NAI”) having a place of business at 1185 Linda Vista Drive, San Marcos, California 92078 (NAIE and NAI collectively referred to herein as “Seller”) (each a “Party” and collectively the “Parties”).
MGM MIRAGE (a Delaware corporation)Underwriting Agreement • February 27th, 2004 • MGM Mirage • Services-miscellaneous amusement & recreation • New York
MGM MIRAGE, a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Banc of America Securities LLC and Deutsche Bank Securities Inc. (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 9 hereof), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as representative (in such capacity, the “Representative”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $225,000,000 aggregate principal amount of the Company’s 5.875% Senior Notes due 2014 (the “Notes”). Each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Banc of America Securities LLC and Deutsche Bank Securities Inc is also acting as a Joint Book-runner.
INDENTURE BETWEEN MISSISSIPPI BUSINESS FINANCE CORPORATION AND Hancock Bank, As Trustee Dated as of December 1, 2008 Not to Exceed $175,000,000 In Aggregate Principal Amount Mississippi Business Finance Corporation Taxable Industrial Development...Indenture • December 9th, 2008 • Boardwalk Pipeline Partners, LP • Natural gas transmission • Mississippi
THIS INDENTURE, dated as of December 1, 2008, among Mississippi Business Finance Corporation, a public corporation (hereinafter called the "Issuer"), and Hancock Bank, as trustee (the "Trustee").
MANUFACTURING AGREEMENTManufacturing Agreement • February 16th, 2010 • Natural Alternatives International Inc • Medicinal chemicals & botanical products • Tennessee
THIS MANUFACTURING AGREEMENT (the “Agreement”) dated as of the 1 st day of April, 2005, by and between NSA, INC., a Tennessee corporation having a place of business at 4260 East Raines Road, Memphis, Tennessee 38118 (“NSA”) and NATURAL ALTERNATIVES INTERNATIONAL, INC., a Delaware corporation (“Seller”) having a place of business at 1185 Linda Vista Drive, San Marcos, California 92078 (each a “Party” and collectively the “Parties”).
AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • December 23rd, 2002 • Catalina Lighting Inc • Electric lighting & wiring equipment • Mississippi
THIS AGREEMENT OF PURCHASE AND SALE (this “Agreement”) is made as of the 22nd day of April, 2002 (the “Effective Date”), between CATALINA INDUSTRIES, INC., a Florida corporation (formerly known as Dana Lighting, Inc., and herein “Seller”), and HANCOCK FABRICS, INC., a Delaware corporation (“Buyer”), collectively the “Parties” and, occasionally, each of the Parties is hereinafter referred to individually as a “Party.”
LOAN AGREEMENT BETWEEN MISSISSIPPI BUSINESS FINANCE CORPORATION AND GULF SOUTH PIPELINE COMPANY, LP Dated as of December 1, 2008Loan Agreement • December 9th, 2008 • Boardwalk Pipeline Partners, LP • Natural gas transmission • Mississippi
THIS LOAN AGREEMENT, dated as of December 1, 2008, between Mississippi Business Finance Corporation, a public corporation of the State of Mississippi (the "Issuer") and Gulf South Pipeline Company, LP, a Delaware limited partnership (the "Company"),
EMPLOYMENT AGREEMENT by and between ROBERT J. BEAN and TRANSNETYX HOLDING CORP., TRANSNETYX, INC. and HARMONYX DIAGNOSTICS, INC.Employment Agreement • October 21st, 2013 • BGS Acquisition Subsidiary, Inc. • Services-medical laboratories • Tennessee
This Employment Agreement is entered into effective as of the 18th day of October, 2013 (“Effective Date”), by and between Transnetyx Holding Corp., a Delaware corporation (“Holdings”), Transnetyx, Inc., a Tennessee corporation and wholly-owned subsidiary of Holdings (“Transnetyx”), Harmonyx Diagnostics, Inc. (“Harmonyx”) and Robert J. Bean (“Executive”). Holdings, Transnetyx and Harmonyx may be referred to collectively as “Employer.”
BGS Acquisition Corp., BGS Acquisition Subsidiary, Inc. and BGS Merger Subsidiary, Inc.BGS Acquisition Subsidiary, Inc. • November 26th, 2013 • Services-medical laboratories • Delaware
Reference is made to the Amended and Restated Merger and Share Exchange Agreement (the “Merger Agreement”) dated August 13, 2013 by and among BGS Acquisition Corp., a British Virgin Islands business company with limited liability, BGS Acquisition Subsidiary, Inc., a Delaware corporation (“Purchaser”), BGS Merger Subsidiary, Inc., a Delaware corporation, TransnetYX Holding Corp., a Delaware corporation, Black Diamond Holdings LLC, a Colorado limited liability company, and Black Diamond Financial Group, LLC, a Delaware limited liability company. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
EMPLOYMENT AGREEMENT by and between TIMOTHY R. CANTRELL and PHOSPHATE HOLDINGS, INC. and MISSISSIPPI PHOSPHATES CORPORATIONEmployment Agreement • October 14th, 2008 • Phosphate Holdings, Inc. • Mississippi
THIS EMPLOYMENT AGREEMENT is entered into on June 30, 2008 and is effective as of the 5th day of May, 2008 (“Effective Date”), by and between PHOSPHATE HOLDINGS, INC., a Delaware corporation (“PHI”), MISSISSIPPI PHOSPHATES CORPORATION, a Delaware corporation and wholly owned subsidiary of PHI (“MPC”), and TIMOTHY R. CANTRELL (“Executive”). PHI and MPC may be referred to collectively as “Employer.”
BGS Acquisition Corp., BGS Acquisition Subsidiary, Inc. and BGS Merger Subsidiary, Inc.BGS Acquisition Subsidiary, Inc. • November 15th, 2013 • Services-medical laboratories • Delaware
Reference is made to the Amended and Restated Merger and Share Exchange Agreement (the “Merger Agreement”) dated August 13, 2013 by and among BGS Acquisition Corp., a British Virgin Islands business company with limited liability, BGS Acquisition Subsidiary, Inc., a Delaware corporation (“Purchaser”), BGS Merger Subsidiary, Inc., a Delaware corporation, TransnetYX Holding Corp., a Delaware corporation, Black Diamond Holdings LLC, a Colorado limited liability company, and Black Diamond Financial Group, LLC, a Delaware limited liability company. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
MGM MIRAGE (a Delaware corporation) 143,000,000 Shares of Common Stock UNDERWRITING AGREEMENTMGM Mirage • May 18th, 2009 • Services-miscellaneous amusement & recreation • New York
MERRILL LYNCH & CO. Merrill Lynch, Pierce Fenner & Smith Incorporated as Representative of the several Underwriters c/o Merrill Lynch, Pierce Fenner & Smith Incorporated One Bryant Park New York, NY 10036
