Goodwin Procter Sample Contracts

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AGREEMENT AND PLAN OF MERGER by and Among UPLAND SOFTWARE, INC., QUEST ACQUISITION CORPORATION I, QVIDIAN CORPORATION, and CHRISTIAN L. MEININGER, as Securityholder Representative Dated as of November 16, 2017 (November 17th, 2017)
Diplomat Pharmacy – SECURITIES PURCHASE AGREEMENT AND PLAN OF MERGER BY AND AMONG DIPLOMAT PHARMACY, INC., AS THE PURCHASER, LEEWARD MERGER SUB LLC, AS MERGER SUB, LDI HOLDING COMPANY, LLC, AS THE COMPANY, NAUTIC PARTNERS VII, L.P., NAUTIC PARTNERS VII-A, L.P., NAUTIC PARTNERS VIII-A, L.P., OAK HC/FT PARTNERS L.P., AS THE BLOCKER SELLERS, NAUTIC VIII, L.P., AND NAUTIC CAPITAL VIII, L.P., AS SECURITYHOLDER REPRESENTATIVE Dated as of November 15, 2017 (November 16th, 2017)

This SECURITIES PURCHASE AGREEMENT AND PLAN OF MERGER, dated as of November 15, 2017 (this Agreement), is by and among by and among (i) Diplomat Pharmacy, Inc., a Michigan corporation (the Purchaser), (ii) Leeward Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Purchaser (Merger Sub), (iii) LDI Holding Company, LLC, a Delaware limited liability company (the Company), (iv) Nautic Partners VII, L.P., a Delaware limited partnership, (v) Nautic Partners VII-A, L.P., a Delaware limited partnership, (vi) Nautic Partners VIII-A, L.P., a Delaware limited partnership, and (vii) Oak HC/FT Partners L.P., a Delaware limited partnership (each of (iv), (v), (vi), and (vii), a Blocker Seller, and together, the Blocker Sellers), (viii) Nautic Capital VIII, L.P., a Delaware limited partnership, solely in its capacity as the Securityholder Representative (the Securityholder Representative) and (ix) Nautic Partners VIII, L.P., a Delaware limited partnership, sol

Deciphera Pharmaceuticals, Inc. – Deciphera Pharmaceuticals, Inc. Registration Rights Agreement (November 14th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), is made as of the 27th day of September, 2017, by and among Deciphera Pharmaceuticals, Inc., a Delaware corporation (the Company) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an Investor. Capitalized terms used herein without definition shall, unless otherwise indicated, have the meaning specified in the Companys Certificate of Incorporation, as may be amended or restated from time to time.

Medical Properties Trust, Inc. – MEDICAL PROPERTIES TRUST, INC. Shares of Common Stock (Par Value $0.001 Per Share) FORM OF EQUITY DISTRIBUTION AGREEMENT (November 13th, 2017)

Medical Properties Trust, Inc., a Maryland corporation (the Company), confirms its agreement (this Agreement) with [ ] (the Manager), as follows:

VEREIT Operating Partnership, L.P. – Contract (November 13th, 2017)
STAG Industrial, Inc. – Contract (November 13th, 2017)
LexinFintech Holdings Ltd. – Contract (November 13th, 2017)
Quanterix Corp – Stratec Development Services and Equity Participation Agreement (November 9th, 2017)

THIS STRATEC DEVELOPMENT SERVICES AND EQUITY PARTICIPATION AGREEMENT (Development Agreement) is effective as of August, 15, 2011 (the Effective Date) and is made by and between STRATEC Biomedical Systems AG, a stock corporation formed under the laws of the Federal Republic of Germany, having its principal place of business at Gewerbestrasse 37, D-75217 Birkenfeld-Graefenhausen, Germany (hereinafter referred to as STRATEC), and Quanterix Corporation, One Kendall Square, Suite B14201, Cambridge, MA 02139 (hereinafter referred to as QTX, and both STRATEC and QTX are referred to as the Parties). The Parties enter into this Agreement pursuant to 35 U.S.C. SS103 (c), and the Parties wish to create the opportunity to avail themselves, should they so desire, of the protections of the Cooperative Research and Technology Enhancement (CREATE) Act, P.L. 108-453 for the work conducted by them hereunder.

KBS Growth & Income REIT, Inc. – PURCHASE AND SALE AGREEMENT by and Between (November 9th, 2017)

THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made to be effective as of August 29, 2017 (the "Effective Date") by and among 213 W INSTITUTE OWNER LLC, a Delaware limited liability company ("Institute Owner") and 218-224 W CHICAGO OWNER LLC, a Delaware limited liability company ("Chicago Owner" and, collectively with Institute Owner, "Seller") and KBSGI 213 WEST INSTITUTE PLACE, LLC, a Delaware limited liability company (together with its successors and permitted assigns, collectively, "Buyer").

Quanterix Corp – Contract (November 9th, 2017)

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

MPT Operating Partnership, L.P. – MPT OPERATING PARTNERSHIP, L.P. And MPT FINANCE CORPORATION, as Issuers, MEDICAL PROPERTIES TRUST, INC., as Parent and a Guarantor, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 5.000% Senior Notes Due 2027 TWELFTH SUPPLEMENTAL INDENTURE Dated as of September 21, 2017 (November 9th, 2017)

THIS TWELFTH SUPPLEMENTAL INDENTURE (this Supplemental Indenture) dated as of September 21, 2017, by and among MPT Operating Partnership, L.P., a Delaware limited partnership (Opco), MPT Finance Corporation, a Delaware corporation (Finco and, together with Opco, the Issuers, and each, an Issuer), Medical Properties Trust, Inc., a Maryland corporation (the Parent Guarantor or Parent), as Guarantor, and Wilmington Trust, National Association, existing under the laws of the United States of America, as Trustee under the Indenture referred to below.

Quanterix Corp – Supply and Manufacturing Agreement (November 9th, 2017)

This SUPPLY AND MANUFACTURING AGREEMENT (this Agreement) is made by and between STRATEC Biomedical AG (formerly STRATEC Biomedical Systems AG), a stock corporation formed under the laws of the Federal Republic of Germany, having its principal place of business at Gewerbestrasse 37, D-75217 Birkenfeld-Graefenhausen, Germany (STRATEC) and Quanterix Corporation, One Kendall Square, Suite B14201, Cambridge, MA 02139 (hereinafter referred to as QTX, and both STRATEC and QTX are referred to as the Parties). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Development Agreement (as defined below).

INVESTMENT AGREEMENT by and Among CORNERSTONE ONDEMAND, INC. And SILVER LAKE CREDIT PARTNERS, L.P. And the Other Parties Named Herein Dated as of November 8, 2017 (November 8th, 2017)

INDENTURE, dated as of [], 2017, between Cornerstone OnDemand, Inc., a Delaware corporation (the Company, as more fully set forth in Section 1.01), and [U.S. Bank National Association], as trustee (the Trustee, as more fully set forth in Section 1.01).

Sailpoint Technologies Holdings, Inc. – Director Purchase Agreement (November 6th, 2017)

THIS DIRECTOR PURCHASE AGREEMENT (this Agreement) is made as of , by and among SailPoint Technologies Holdings, Inc., a Delaware corporation (the Parent), SailPoint Technologies, Inc., a Delaware corporation (SailPoint and together with Parent, the Company), Thoma Bravo Fund XI, L.P., a Delaware limited partnership (Fund XI), Thoma Bravo Fund XI-A, L.P., a Delaware limited partnership (Fund XI-A), and Thoma Bravo Executive Fund XI, L.P., a Delaware limited partnership (Executive Fund and collectively with Fund XI and Fund XI-A, TB), and , an individual (the Director).

LexinFintech Holdings Ltd. – Fourth Amended and Restated Shareholders Agreement (November 6th, 2017)

The Company, the HK Company, the PRC Companies, the Founder, the Founder Hold Co, and the Investors are hereinafter collectively referred to as the Parties and individually referred to as a Party.

Securities Purchase Agreement (November 6th, 2017)

This Securities Purchase Agreement (this "Agreement") is dated as of November 3, 2017, between ChromaDex Corporation, a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

Sailpoint Technologies Holdings, Inc. – Restricted Stock Agreement (November 6th, 2017)

THIS RESTRICTED STOCK AGREEMENT (this Agreement) is dated as of [ ], 2014 (the Effective Date), by and among SailPoint Technologies Holdings, Inc., a Delaware corporation (the Parent), SailPoint Technologies, Inc., a Delaware corporation (the Company), and [ ], an individual (the Purchaser).

Sailpoint Technologies Holdings, Inc. – Employee Purchase Agreement (November 6th, 2017)

THIS EMPLOYEE PURCHASE AGREEMENT (this Agreement) is made as of , 2014, between SailPoint Technologies Holdings, Inc., a Delaware corporation (the Company), and [] (the Employee).

Debt Settlement Agreement (November 6th, 2017)

This Debt Settlement Agreement (Agreement) is effective as of October 31, 2017 and is executed and entered into by and among Precipio, Inc. (the Company), the creditors of the Company now or hereafter signatory hereto (the Vendors) and Collateral Services LLC.

Sales Agreement (November 3rd, 2017)
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG GUIDEWIRE SOFTWARE, INC., CAESAR ACQUISITION SUB I, INC., CAESAR ACQUISITION SUB II, LLC, CYENCE INC. And SHAREHOLDER REPRESENTATIVE SERVICES LLC, as the Securityholders Representative DATED AS OF OCTOBER 5, 2017 (November 2nd, 2017)

THIS AGREEMENT AND PLAN OF REORGANIZATION (this Agreement) is made as of October 5, 2017, by and among Guidewire Software, Inc., a Delaware corporation (Parent), Caesar Acquisition Sub I, Inc., a Delaware corporation (MergerCo I), Caesar Acquisition Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Parent (MergerCo II and, together with MergerCo I, MergerCos), Cyence Inc., a Delaware corporation (the Company), and Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the representative of the Indemnifying Parties (the Securityholders Representative).

Ocera Therapeutics – AGREEMENT AND PLAN OF MERGER by and Among MAK LLC, MEH ACQUISITION CO., OCERA THERAPEUTICS, INC. And, Solely for Purposes of Section 8.16, MALLINCKRODT PLC Dated as of November 1, 2017 (November 2nd, 2017)

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of November 1, 2017, among MAK LLC, a Delaware limited liability company (Parent), MEH Acquisition Co., a Delaware corporation and a direct wholly-owned subsidiary of Parent (Purchaser), Ocera Therapeutics, Inc., a Delaware corporation (the Company), and, solely for purposes of Section 8.16, Mallinckrodt plc, an Irish public limited company (Guarantor).

GPT Operating Partnership LP – Employment and Noncompetition Agreement (November 1st, 2017)

This EMPLOYMENT AND NONCOMPETITION AGREEMENT ("Agreement") is made as of the 12th day of June, 2012, between Nicholas Pell ("Executive") and Gramercy Capital Corp., a Maryland corporation (the "Employer"), to be effective as of July 1, 2012 (the "Effective Date").

Agreement and Plan of Merger (October 30th, 2017)

This is an Agreement and Plan of Merger (this Agreement) dated as of October 29, 2017, among CalAtlantic Group, Inc. (the Company), a Delaware corporation, Lennar Corporation (Parent), a Delaware corporation, and Cheetah Cub Group Corp. (Merger Sub), a Delaware corporation.

AGREEMENT AND PLAN OF MERGER Among CALATLANTIC GROUP, INC., LENNAR CORPORATION and CHEETAH CUB GROUP CORP. Dated October 29, 2017 (October 30th, 2017)

This is an Agreement and Plan of Merger (this Agreement) dated as of October 29, 2017, among CalAtlantic Group, Inc. (the Company), a Delaware corporation, Lennar Corporation (Parent), a Delaware corporation, and Cheetah Cub Group Corp. (Merger Sub), a Delaware corporation.

Support Agreement (October 27th, 2017)

SUPPORT AGREEMENT (this Agreement), dated as of October [*], 2017, is by and among [Parent], a company incorporated under the Laws of [England and Wales] (Parent), [Acquisition Sub], a Delaware corporation and a direct, wholly-owned Subsidiary of Parent (Acquisition Sub), and [*], a [*] (Stockholder).

AGREEMENT AND PLAN OF MERGER by and Among: Franklin UK Bidco Limited, Fintrax US Acquisition Subsidiary, Inc. And Planet Payment, Inc. Dated as of October 26, 2017 (October 27th, 2017)

This Agreement and Plan of Merger (this Agreement) is made and entered into as of October 26, 2017, by and among: Franklin UK Bidco Limited, a private limited company incorporated under the Laws of England and Wales (Parent); Fintrax US Acquisition Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Acquisition Sub); and Planet Payment, Inc., a Delaware corporation (the Company together with Parent and Acquisition Sub, the Parties, and each a Party).

Anthera Pharmaceuticals – Anthera Pharmaceuticals, Inc. Certificate of Designation of Preferences, Rights and Limitations of Class Y Convertible Preferred Stock Pursuant to Section 151 of the Delaware General Corporation Law (October 25th, 2017)

ANTHERA PHARMACEUTICALS, INC., Delaware corporation (the Corporation), in accordance with the provisions of Section 103 of the Delaware General Corporation Law (the DGCL) does hereby certify that, in accordance with Sections 141(c) and 151 of the DGCL, the following resolution was duly adopted by a committee of the Board of Directors of the Corporation acting upon authority delegated by the Board of Directors, on October 23, 2017:

Anthera Pharmaceuticals – Securities Purchase Agreement (October 25th, 2017)

This Securities Purchase Agreement (this Agreement) is dated as of October 23, 2017 by and among Anthera Pharmaceuticals, Inc., a Delaware corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively, the Purchasers).

CURO Group Holdings Corp. – Contract (October 24th, 2017)
scPharmaceuticals Inc. – Amended and Restated Investors Rights Agreement (October 23rd, 2017)

THIS AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this Agreement), is made as of the 22st day of December 2016, by and among scPharmaceuticals Inc., a Delaware corporation (the Company), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an Investor.

Sailpoint Technologies Holdings, Inc. – Stockholders Agreement (October 20th, 2017)

THIS STOCKHOLDERS AGREEMENT (this Agreement) is made as of September 8, 2014, by and among SailPoint Technologies Holdings, Inc., a Delaware corporation (the Company), Thoma Bravo Fund XI, L.P., a Delaware limited partnership (Fund XI), Thoma Bravo Fund XI-A, L.P., a Delaware limited partnership (Fund XI-A), Thoma Bravo Executive Fund XI, L.P. (Executuve Fund XI, and collectively with Fund XI and Fund XI-A, TB), the Management Stockholders and each other Person signatory hereto from time to time (each of the foregoing stockholders of the Company referred to herein individually as a Stockholder and collectively as the Stockholders).

Newstar Financial – AGREEMENT AND PLAN OF MERGER by and Among FIRST EAGLE HOLDINGS, INC., FE HOLDCO, LLC, FE MERGER SUB, INC. And NEWSTAR FINANCIAL, INC. Dated as of October 16, 2017 (October 20th, 2017)

This AGREEMENT AND PLAN OF MERGER, dated as of October 16, 2017 (as amended, supplemented or otherwise modified from time to time, this Agreement), is entered into by and among First Eagle Holdings, Inc., a Delaware corporation (Parent), FE Holdco, LLC, a Delaware limited liability company and a wholly-owned, direct Subsidiary of Parent (Buyer), FE Merger Sub, Inc., a Delaware corporation and a wholly-owned, direct Subsidiary of Buyer (Merger Sub), and NewStar Financial, Inc., a Delaware corporation (the Company).

Biodel Inc. – ALBIREO PHARMA, INC. COMMON STOCK (Par Value $0.01 Per Share) SALES AGREEMENT (October 13th, 2017)
Allena Pharmaceuticals, Inc. – Allena Pharmaceuticals, Inc. SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (October 6th, 2017)

THIS SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this Agreement) is made as of the 25th day of November, 2015 by and among Allena Pharmaceuticals, Inc., a Delaware corporation (the Company), and each of the investors listed on Schedule A hereto (together with any subsequent investors, or transferees, who become parties hereto as Investors pursuant to Section 6.9 below, the Investors).