Katten Muchin Rosenman Sample Contracts

REGISTRY AGREEMENT
Registry Agreement • May 30th, 2022

(the “Effective Date”) between Internet Corporation for Assigned Names and Numbers, a California nonprofit public benefit corporation (“ICANN”), and , a

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Exhibit 10.1 LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • July 15th, 2005 • Valence Technology Inc • Miscellaneous electrical machinery, equipment & supplies • New York
REGISTRY AGREEMENT
Registry Agreement • May 16th, 2022

This REGISTRY AGREEMENT (this “Agreement”) is entered into as of (the “Effective Date”) between Internet Corporation for Assigned Names and Numbers, a California nonprofit public benefit corporation (“ICANN”), and Citigroup Inc., a Delaware corporation (“Registry Operator”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 3rd, 2021 • Olb Group, Inc. • Services-business services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 2, 2021, between The OLB Group, 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”).

BY AND AMONG
Agreement and Plan of Merger • May 1st, 2007 • Covansys Corp • Services-computer programming services • Michigan
Underwriting Agreement between BANYAN Acquisition Corporation and BTIG, LLC Dated January 19, 2022 BANYAN Acquisition Corporation UNDERWRITING AGREEMENT
Underwriting Agreement • January 24th, 2022 • Banyan Acquisition Corp • Blank checks • New York

The undersigned, Banyan Acquisition Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only BTIG is listed on such Schedule A, any references to the underwriters shall refer exclusively to BTIG) as follows:

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • January 24th, 2022 • Banyan Acquisition Corp • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 19, 2022, by and between Banyan Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).

RECITALS
Settlement Agreement • October 26th, 2007 • Ramius Capital Group LLC • Surgical & medical instruments & apparatus • Delaware
ARTICLE I DEFINITIONS
Stock Purchase Agreement • August 2nd, 2006 • Rand Logistics, Inc. • Water transportation • New York
AGREEMENT ---------
Asset Purchase Agreement • March 14th, 2006 • OneTravel Holdings, Inc. • Land subdividers & developers (no cemeteries) • Delaware
AGREEMENT BETWEEN NOTE HOLDERS Dated as of July 2, 2019 by and between KEYBANK NATIONAL ASSOCIATION (Initial Note A-1-A Holder, Initial Note A-1-B Holder, and Initial Note A-1-C Holder) and BARCLAYS CAPITAL REAL ESTATE INC. (Initial Note A-2-A Holder...
Agreement Between Note Holders • November 26th, 2019 • BBCMS Mortgage Trust 2019-C5 • Asset-backed securities • New York

THIS AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of July 2, 2019 by and between KEYBANK NATIONAL ASSOCIATION, a national banking association, having an address at 11501 Outlook Street, Suite 300, Overland Park, Kansas 66211 (“KeyBank”, and together with its successors and assigns in interest, in its capacity as initial owner of each of Note A-1-A (in such capacity, the “Initial Note A-1-A Holder”), Note A-1-B (in such capacity, the “Initial Note A-1-B Holder”), and Note A-1-C (in such capacity, the “Initial Note A-1-C Holder”, and collectively in its capacity as the Initial Note A-1-A Holder, Initial Note A-1-B Holder and Initial Note A-1-C Holder, the “Initial Note A-1 Holder” and, in its capacity as the initial agent, the “Initial Agent”), and BARCLAYS CAPITAL REAL ESTATE INC., a Delaware corporation, having an address at 745 Seventh Avenue, New York, New York 10019 (“Barclays” and, together with its successors and assigns in interest, in its capacity as initial owner

ESCROW AGREEMENT
Escrow Agreement • May 21st, 2007 • Cirtran Corp • Printed circuit boards • California
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 16th, 2007 • TransTech Services Partners Inc. • Blank checks • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [______] 2007, by and among TransTech Services Partners Inc., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

EMPLOYMENT AGREEMENT BETWEEN: LOWER LAKES TOWING LTD.
Employment Agreement • March 9th, 2006 • Rand Acquisition CORP • Blank checks • Ontario
ARTICLE I. DEFINITIONS
Securities Purchase Agreement • March 13th, 2006 • New Century Companies Inc • Machine tools, metal cutting types • New York
PRE-FUNDED COMMON STOCK PURCHASE WARRANT rocketfuel blockchain, Inc.
Rocketfuel Blockchain, Inc. • October 27th, 2021 • Services-prepackaged software • New York

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from RocketFuel Blockchain, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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Among
Stock Purchase Agreement • January 20th, 2006 • Rand Acquisition CORP • Blank checks • New York
SERIES A PREFERRED STOCK PURCHASE AGREEMENT Dated February 7, 2007
Preferred Stock Purchase Agreement • February 13th, 2007 • Searchhelp Inc • Services-miscellaneous business services • New York
PRIVATEBANCORP, INC. 19,324,051 Shares of Common Stock Underwriting Agreement
Privatebancorp, Inc • October 30th, 2009 • State commercial banks • New York

PrivateBancorp, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 19,324,051 shares of Common Stock, no par value, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 2,898,607 shares of Common Stock, no par value, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • February 1st, 2024 • Bank5 2024-5yr5 • Asset-backed securities

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of January 30, 2024, between Bank of America, National Association, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), and Morgan Stanley Capital I Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 5th, 2021 • Rocketfuel Blockchain, Inc. • Services-prepackaged software • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 1, 2021, between RocketFuel Blockchain, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WARRANT AGREEMENT THRIVE ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021
Warrant Agreement • September 29th, 2021 • Thrive Acquisition Corp • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Thrive Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).

REGISTRY AGREEMENT
Registry Agreement • July 13th, 2015

This REGISTRY AGREEMENT (this “Agreement”) is entered into as of _________________ (the “Effective Date”) between Internet Corporation for Assigned Names and Numbers, a California nonprofit public benefit corporation (“ICANN”), and Citigroup Inc., a Delaware corporation (“Registry Operator”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 20th, 2013 • Retrophin, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 14, 2013, between Retrophin, 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”).

Common Shares Sales Agreement
Sales Agreement • August 24th, 2021 • Liquid Media Group Ltd. • Services-prepackaged software • New York

Liquid Media Group Ltd., a corporation formed under the Business Corporations Act (British Columbia) (the “Company”), confirms its agreement (this “Agreement”) with Virtu Americas LLC, as sales agent hereunder (the “Agent”), as follows:

WARRANT AGREEMENT THRIVE ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 20, 2021
Warrant Agreement • October 26th, 2021 • Thrive Acquisition Corp • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated October 20, 2021, is by and between Thrive Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).

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