Cravath, Swaine & Moore Sample Contracts

August 14th, 1998 · Common Contracts · 12 similar
Catalytica IncEFFECTIVENESS AGREEMENT dated as of June 4, 1998 (as the same may from time to time be amended, supplemented or otherwise modified, this "Effectiveness Agreement"), among CATALYTICA, INC., a Delaware corporation ("Catalytica"), CATALYTICA ...
August 14th, 2003 · Common Contracts · 3 similar
Cumulus Media IncEXHIBIT 10.1 AMENDMENT AND RESTATEMENT AGREEMENT dated as of April 28, 2003, among CUMULUS MEDIA INC., a Delaware corporation (the "Borrower"), the Lenders party hereto and JPMORGAN CHASE BANK, as Administrative Agent under the Credit Agreement dated as ...
April 12th, 2001 · Common Contracts · 2 similar
Eccs IncSERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement") is made as of April 4, 2001, by and between ECCS, Inc., a New Jersey corporation (the "Company"), and the investors set forth on the Schedule of Purchasers attached hereto as ...
April 18th, 2001 · Common Contracts · 2 similar
Johnson & JohnsonFebruary 22, 2001 Amended and Restated Agreement and Plan of Merger, Dated as of January 26, 2001, Among Johnson & Johnson, HP Merger Sub, Inc. and Heartport, Inc. Ladies and Gentlemen: We have acted as counsel for Johnson & Johnson, a New Jersey ...

We have acted as counsel for Johnson & Johnson, a New Jersey corporation ("Johnson & Johnson"), in connection with the proposed merger (the "Merger") of HP Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Johnson & Johnson ("Sub"), with and into Heartport, Inc., a Delaware corporation ("Heartport"), pursuant to an Amended and Restated Agreement and Plan of Merger, dated as of January 26, 2001, among Johnson & Johnson, Sub and Heartport (the "Merger Agreement").

August 14th, 2002 · Common Contracts · 2 similar
Advance Stores Co IncEXHIBIT 10.47 AMENDMENT AND RESTATEMENT AGREEMENT dated as of June 28, 2002, among ADVANCE STORES COMPANY, INCORPORATED, a Virginia corporation (the "Borrower"), ADVANCE AUTO PARTS, INC., a Delaware corporation ("Holdings"), the Lenders party hereto and ...
February 2nd, 2010 · Common Contracts · 2 similar
Stanley WorksAgreement and Plan of Merger Among The Stanley Works, Blue Jay Acquisition Corp. and The Black & Decker Corporation

We have acted as counsel to The Stanley Works, a Connecticut corporation (“Stanley”), in connection with the Merger, as defined and described in the Agreement and Plan of Merger, dated as of November 2, 2009 (the “Agreement”), by and among Stanley, Blue Jay Acquisition Corp., a Maryland corporation and wholly-owned subsidiary of Stanley (“Sub”), and The Black & Decker Corporation, a Maryland corporation (“Black & Decker”). The time at which the Merger becomes effective is hereafter referred to as the “Effective Time.” For purposes of this opinion, capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the Agreement. This opinion is being delivered in connection with the filing of the registration statement on Form S-4 (Registration No. 333-163509) (as amended, the “Registration Statement”) filed by Stanley with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the proposed Merger pursuant to the

May 23rd, 2001 · Common Contracts · 2 similar
Amtran IncPURCHASE AND INVESTOR RIGHTS AGREEMENT dated as of September 19, 2000, between AMTRAN, INC., an Indiana corporation ("AMTRAN") and INTERNATIONAL LEASE FINANCE CORPORATION ("ILFC"), a California corporation.
January 22nd, 2010 · Common Contracts · 2 similar
New GulfMark Offshore, Inc.Agreement and Plan of Reorganization by and between GulfMark Offshore, Inc. and New GulfMark Offshore, Inc.

This opinion is provided pursuant to Section 5.01(d) of the Reorganization Agreement. In rendering our opinion, we have examined and with your consent are relying upon: (i) the Reorganization Agreement; (ii) the registration statement on Form S-4 relating to the Reorganization and any amendments thereto, which includes the proxy statement and the prospectus (the “Registration Statement”); and (iii) such other documents and corporate records as we have deemed necessary or appropriate for purposes of our opinion. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We have not, however, undertaken any independent investigation of any factual matter set forth in any of the foregoing.

February 13th, 1996
Freeport McMoran Resource Partners Limited PartnershipFIRST AMENDMENT dated as of January 10, 1996, to the Credit Agreement dated as of June 30, 1995, among FREEPORT- McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP, a Delaware limited partnership ("FRP"), FREEPORT-McMoRan INC., a Delaware corporation ("FTX"; ...
July 30th, 2002
Tyson Foods IncContract
April 24th, 2001
Eccs IncARTICLE I PURCHASE AND SALE OF SERIES A CONVERTIBLE PREFERRED STOCK
September 30th, 1997
Jacor Communications IncEXECUTION VERSION EFFECTIVENESS AGREEMENT dated as of September 16, 1997 (this "Effectiveness Agreement"), among JACOR COMMUNICATIONS COMPANY, a Florida corporation (the "Company"), the lenders listed on Schedule 1 hereto as Departing Lenders (the ...
March 15th, 2001
Agere Systems Inc2 3 day after the date of this Agreement upon written or telegraphic notice by the Investment Bank to Lucent setting forth the number of Additional Shares to be purchased by the Underwriter pursuant to the Over-Allotment Option (the "Additional Shares ...
July 16th, 2004
Kerzner International LTDExhibit 99.1 Execution Copy STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of July 15, 2004, by and between Kerzner International Limited, a company incorporated under the laws of The Bahamas (the "Company"), and Istithmar PJSC, a company ...
May 5th, 1997
Harvest E-Xpress IncSTOCK PURCHASE AGREEMENT dated as of April 30, 1997, among HONG LEONG STRATEGIC HOLDINGS LIMITED, a Bermuda exempted company ("Seller"), HARVEST E-XPRESS, a Nevada corporation ("Buyer"), MCKINLEY CAPITAL, INC., a Nevada corporation ("McKinley"), KEN ...
June 30th, 2003
Dirsamex Sa De CvEXHIBIT 4.11
July 23rd, 1999
Marketing Services IncEMP Group L.L.C.
February 7th, 2002
ConocophillipsFebruary 7, 2002 Agreement and Plan of Merger Dated as of November 18, 2001, by and Among Phillips Petroleum Company, ConocoPhillips, P Merger Corp., C Merger Corp. and Conoco Inc. Dear Ladies and Gentlemen: We have acted as counsel for Conoco Inc., a ...
March 29th, 2005
Cumulus Media IncEXHIBIT 10.17 AMENDMENT AND RESTATEMENT AGREEMENT dated as of November 18, 2004, among CUMULUS MEDIA INC., a Delaware corporation (the "Borrower"), the Lenders party hereto and JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as ...
June 28th, 1999
American Media Operations IncApril 13, 1999 Mr. David J. Pecker c/o Cravath, Swaine & Moore Worldwide Plaza 825 Eighth Avenue New York, New York 10019 Attn: Scott Price, Esq. Dear David: Reference is made to the employment agreement dated February 16, 1999 between EMP Acquisition ...
August 26th, 2002
Level 3 Communications IncEXECUTION COPY AMENDMENT AND RESTATEMENT AGREEMENT dated as of August 23, 2002 (this "Amendment Agreement"), among LEVEL 3 COMMUNICATIONS, INC. ("Level 3"), LEVEL 3 COMMUNICATIONS, LLC, LEVEL 3 INTERNATIONAL SERVICES, INC., LEVEL 3 INTERNATIONAL, INC., ...
June 5th, 1998
Hudson Respiratory Care IncEXHIBIT 10.4 Recording Requested by: Bankers Trust Company, as Agent When Recorded Return to: Robert Harvey, Esq. Cravath, Swaine & Moore 825 Eighth Avenue New York, NY 10019 DEED OF TRUST, SECURITY AGREEMENT, FIXTURE FILING AND ASSIGNMENT OF LEASES AND ...
April 21st, 1997
Efm Programming IncEXHIBIT 4.4 EFFECTIVENESS AGREEMENT dated as of February 14, 1997 (this "Effectiveness Agreement"), among JACOR COMMUNICATIONS COMPANY, a Florida corporation (the "Company"), the lenders listed on Schedule 1 hereto as Departing Lenders (the "Departing ...
March 7th, 2008
National Oilwell Varco IncAgreement and Plan of Merger by and among National Oilwell Varco, Inc., NOV Sub, Inc. and Grant Prideco, Inc. dated as of December 16, 2007

We have acted as counsel for Grant Prideco, Inc., a Delaware corporation (“Grant Prideco”), in connection with the Agreement and Plan of Merger (the “Merger Agreement”) dated as of December 16, 2007 by and among National Oilwell Varco, Inc., a Delaware corporation (“National Oilwell”), NOV Sub, Inc., a Delaware corporation and a wholly owned subsidiary of National Oilwell (“Merger Sub”) and Grant Prideco, pursuant to which Grant Prideco will merge with and into Merger Sub (the “Merger”) with Merger Sub as the surviving corporation, on the terms and conditions set forth therein. For purposes of this opinion, capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the Merger Agreement and references herein to the Merger Agreement shall include all exhibits and schedules thereto.

August 6th, 2004
Cumulus Media Incthereof. This Agreement shall terminate at 5:00 p.m., New York City time, on July 15, 2004, if the Restatement Effective Date shall not have occurred at or prior to such time. SECTION 3. Tranche A1 Term Loans and Tranche E Term Loans; Prepayment of ...
February 25th, 2004
Carnival CorpExhibit 10.3 AMENDMENT AND RESTATEMENT AGREEMENT dated as of November 17, 2003, among CARNIVAL CORPORATION (the "Company"), the other borrowers party hereto (the "Borrowing Subsidiaries"), CARNIVAL PLC (the "Guarantor"), the Lenders party hereto and ...
July 26th, 2004
Istithmar PJSCSTOCK PURCHASE AGREEMENT (this "Agreement"), dated as of July 15, 2004, by and between Caledonia Investments PLC, a company incorporated under the laws of England (the "Seller"), and Istithmar PJSC, a company organized under the laws of Dubai (the ...
October 12th, 2004
DreamWorks Animation SKG, Inc.APPENDIX A
November 10th, 2004
Wellsford Real Properties IncRepresentations and Warranties of Seller
October 25th, 2004
DreamWorks Animation SKG, Inc.Exhibit 10.25 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (the "Agreement") was made and entered into as of October 7, 2004, and amended and restated as of October 22, 2004, between Pacific Data Images, Inc., a California corporation ...
May 24th, 2004
Readers Digest Association IncEXECUTION VERSION AMENDMENT AGREEMENT dated as of May 24, 2004 (this "Amendment Agreement"), among THE READER'S DIGEST ASSOCIATION, INC., a Delaware corporation (the "Company"); BOOKS ARE FUN, LTD., QSP, INC., and REIMAN MEDIA GROUP, INC. (the "Borrowing ...
September 4th, 1998
Jafra Cosmetics International Sa De CvDEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, FIXTURE FILING AND SECURITY AGREEMENT
January 25th, 2005
Noble Energy IncOpinion of Cravath, Swaine & Moore LLP]

Agreement and Plan of Merger by and among Noble Energy, Inc., Noble Energy Production, Inc. and Patina Oil & Gas Corporation dated as of December 15, 2004

December 30th, 2003
Advance Auto Parts IncExhibit 10.43
March 3rd, 1999
Burlington Resources Inc1 EXHIBIT 1 UNDERWRITING AGREEMENT