Paul Hastings Sample Contracts

CONMED Corporation – SECURITIES PURCHASE AGREEMENT, Dated as of December 13, 2018, Between FILTRATION GROUP FGC LLC and CONMED CORPORATION (December 14th, 2018)
Allscripts Healthcare Solutions – UNIT PURCHASE AGREEMENT Among the Purchasers Listed on Schedule I Hereto, Allscripts Healthcare, LLC, Allscripts Next, LLC and for Purposes of Section 4.04, Section 8.11 and Section 8.12 Only, (December 11th, 2018)

UNIT PURCHASE AGREEMENT (this "Agreement") dated as of December 7, 2018, among the purchasers set forth on Schedule I attached hereto (each a "Purchaser" and collectively, the "Purchasers"), Allscripts Healthcare, LLC, a North Carolina limited liability company ("Healthcare LLC"), Allscripts Next, LLC, a Delaware limited liability company and wholly owned subsidiary of Healthcare LLC ("Next LLC", and together with Healthcare LLC, the "Seller"), and, for the purposes of Section 4.04, Section 8.11 and Section 8.12 only, Allscripts Healthcare Solutions, Inc. ("Seller Parent").

Agreement and Plan of Merger by and Among Dbm Global Inc., Dbm Merger Sub, Inc., Cb-Horn Holdings, Inc., and Charlesbank Equity Fund Vi, Limited Partnership, as Stockholders' Representative (December 4th, 2018)

AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of October 10, 2018, by and among DBM Global Inc., a Delaware corporation ("Buyer"), DBM Merger Sub, Inc., a Delaware corporation, and a wholly owned subsidiary of Buyer ("Merger Sub"), CB-Horn Holdings, Inc., a Delaware corporation (the "Company"), and Charlesbank Equity Fund VI, Limited Partnership, a Massachusetts limited partnership, solely in its capacity as representative for the Company's securityholders (the "Stockholders' Representative").

Blackstone Mortgage Trust, Inc. $500,000,000 of Class a Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: November 14, 2018 (November 14th, 2018)
Blackstone Mortgage Trust, Inc. $500,000,000 of Class a Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: November 14, 2018 (November 14th, 2018)
Blackstone Mortgage Trust, Inc. $500,000,000 of Class a Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: November 14, 2018 (November 14th, 2018)
Blackstone Mortgage Trust, Inc. $500,000,000 of Class a Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: November 14, 2018 (November 14th, 2018)
Blackstone Mortgage Trust, Inc. $500,000,000 of Class a Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: November 14, 2018 (November 14th, 2018)
Blackstone Mortgage Trust, Inc. $500,000,000 of Class a Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: November 14, 2018 (November 14th, 2018)
Sorrento Therapeutics, Inc. – Contract (November 9th, 2018)
Victory Capital Holdings, Inc. – Contract (November 9th, 2018)
Sorrento Therapeutics, Inc. – Contract (November 9th, 2018)
Sorrento Therapeutics, Inc. – Contract (November 9th, 2018)
Sorrento Therapeutics, Inc. – Contract (November 9th, 2018)
Twilio Inc – Sublease (November 8th, 2018)

This FIRST AMENDMENT TO OFFICE LEASE (First Amendment) is made and entered into as of April 20, 2016, by and between HUDSON RINCON CENTER, LLC, a Delaware limited liability company (Landlord), and salesforce.com, inc., a Delaware corporation (Tenant).

On Deck – Contract (November 6th, 2018)
Electro Scientific Industries, Inc. – MKS Instruments, Inc. (October 30th, 2018)
MKS Instruments, Inc. (October 30th, 2018)
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 26, 2018 Among GREENBRIER LEASING COMPANY LLC, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, and the Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Sole Lead Arranger and Sole Bookrunner, and MUFG UNION BANK, N.A., as Syndication Agent (October 26th, 2018)
Neogenomics Inc – INDEX OF EXHIBITS Exhibit a Form of Certificate of Merger Exhibit B Form of Letter of Transmittal Exhibit C Form of Certificate of Incorporation of Surviving Company Exhibit D Form of Bylaws of Surviving Company Exhibit E Form of Joinder and Release Agreement by Indemnifying Fund Stockholders Exhibit F R&W Insurance Policy Iv (October 26th, 2018)
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 26, 2018 Among THE GREENBRIER COMPANIES, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, and the Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Sole Lead Arranger and Sole Bookrunner, MUFG UNION BANK, N.A., as Syndication Agent, and BANK OF THE WEST, BRANCH BANKING AND TRUST COMPANY, FIFTH THIRD BANK and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents (October 26th, 2018)
Mitek System Inc. – Contract (October 23rd, 2018)
Securities Purchase Agreement (October 17th, 2018)

SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of October 16, 2018, by and among Seelos Therapeutics, Inc., a Delaware corporation, with headquarters located at 209 Lukes Wood Road, New Canaan, CT 06840 ("Seelos"), Apricus Biosciences, Inc., a Nevada corporation, with headquarters located at 11975 El Camino Real, Suite 300, San Diego, CA 92130 ("Apricus"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

Escrow Agreement (October 17th, 2018)

THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of [*], 2018, by and among SEELOS THERAPEUTICS, INC., a Delaware corporation ("Seelos"), Apricus Biosciences, Inc., a Nevada corporation ("Apricus"), [*], [a/an] [*], as the representative of the investors (the "Investors' Representative")1 listed on EXHIBIT A hereto (each, an "Investor" and collectively, the "Investors"), and WILMINGTON TRUST N.A., a national banking association (the "Escrow Agent"). The Company (as defined below) and the Investors' Representative are each sometimes referred to herein individually as "Party" and collectively as the "Parties." Capitalized terms used in this Agreement and not otherwise defined shall have the meanings given to them in the Securities Purchase Agreement (as defined below) for reference between the Parties. All capitalized terms with respect to the duties and obligations of the Escrow Agent shall be defined herein.

Escrow Agreement (October 17th, 2018)

THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of [*], 2018, by and among SEELOS THERAPEUTICS, INC., a Delaware corporation ("Seelos"), Apricus Biosciences, Inc., a Nevada corporation ("Apricus"), [*], [a/an] [*], as the representative of the investors (the "Investors' Representative")1 listed on EXHIBIT A hereto (each, an "Investor" and collectively, the "Investors"), and WILMINGTON TRUST N.A., a national banking association (the "Escrow Agent"). The Company (as defined below) and the Investors' Representative are each sometimes referred to herein individually as "Party" and collectively as the "Parties." Capitalized terms used in this Agreement and not otherwise defined shall have the meanings given to them in the Securities Purchase Agreement (as defined below) for reference between the Parties. All capitalized terms with respect to the duties and obligations of the Escrow Agent shall be defined herein.

Securities Purchase Agreement (October 17th, 2018)

SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of October 16, 2018, by and among Seelos Therapeutics, Inc., a Delaware corporation, with headquarters located at 209 Lukes Wood Road, New Canaan, CT 06840 ("Seelos"), Apricus Biosciences, Inc., a Nevada corporation, with headquarters located at 11975 El Camino Real, Suite 300, San Diego, CA 92130 ("Apricus"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

Fourth Amendment (October 11th, 2018)

THIS FOURTH Amendment to Credit Agreement (this "Fourth Amendment") dated as of October 10, 2018 is among MURPHY OIL CORPORATION, a Delaware corporation (the "Company"), MURPHY EXPLORATION & PRODUCTION COMPANY - INTERNATIONAL ("Expro-Intl."), a Delaware corporation, MURPHY OIL COMPANY LTD., a Canadian corporation ("MOCL" and, together with the Company and Expro-Intl., collectively, the "Borrowers"); the undersigned Guarantors; JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, together with its successors in such capacity, the "Administrative Agent") for the lenders party to the Credit Agreement referred to below (collectively, the "Lenders"); and the undersigned Lenders.

CareDx, Inc. – License and Commercialization Agreement (October 9th, 2018)

This License and Commercialization Agreement ("Agreement") is effective as of the date of last signature below (the "Effective Date") by and between Illumina, Inc., a Delaware corporation, having a place of business at 5200 Illumina Way, San Diego, CA, 92122 ("Illumina"), and CareDx, Inc., a Delaware corporation, having a place of business at 3260 Bayshore Boulevard, Brisbane, CA 94005 ("CareDx"). Illumina and CareDx may each be referred to in this Agreement individually as a "Party" and collectively as the "Parties."

Victory Capital Holdings, Inc. – Project Patriot Amended & Restated Commitment Letter (September 27th, 2018)

You have informed Royal Bank of Canada (Royal Bank), RBC Capital Markets* (RBCCM and, together with Royal Bank, RBC) and Barclays Bank PLC (Barclays and, together with RBC, the Commitment Parties, we or us) that Victory Capital Holdings, Inc. (the Borrower) intends to, directly or indirectly, acquire (the Acquisition) 100% of the outstanding equity interests of an entity previously identified to us as Patriot (the Target), from the current equity-holders thereof (collectively, the Sellers). Reference is made to that certain Credit Agreement, dated as of February 12, 2018, by and among the Borrower, Royal Bank, as administrative agent (the Administrative Agent), the lenders party thereto (the Existing Lenders) and the other parties thereto (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the Existing Credit Agreement; the existing Term Facility thereunder, the Existing Term Loan Facility). Capitalized terms used without definition i

AMENDMENT NO. 1, Dated as of September 21, 2018 (This Amendment No. 1), to the Fourth Amended and Restated Credit Agreement Dated as of August 25, 2017, Among THE WILLIAM CARTER COMPANY, a Massachusetts Corporation (The U.S. Borrower), the Genuine Canadian Corp., an Ontario Corporation (The Canadian Borrower), CARTERS HOLDINGS B.V., Having Its Official Seat (Statutaire Zetel) in Amsterdam, the Netherlands, Registered With the Dutch Trade Register Under Number 63530201 (Dutch Borrower And, Together With the U.S. Borrower and the Canadian Borrower, the Borrowers), Each Lender From Time to Time P (September 26th, 2018)
Stock Purchase Agreement (September 20th, 2018)

STOCK PURCHASE AGREEMENT, dated as of September 20, 2018 ("Agreement"), among Christie Digital Systems, Inc., a Delaware corporation ("Seller"), Allure Global Solutions, Inc., a Georgia corporation (the "Company"), and Creative Realities, Inc., a Minnesota corporation ("Buyer").

Legacy Reserves Inc. – Tenth Amendment to Third Amended and Restated Credit Agreement (September 14th, 2018)
Legacy Reserves Inc. – Tenth Amendment to Third Amended and Restated Credit Agreement (September 14th, 2018)
Legacy Reserves Inc. – Tenth Amendment to Third Amended and Restated Credit Agreement (September 14th, 2018)
Legacy Reserves Lp – Tenth Amendment to Third Amended and Restated Credit Agreement (September 14th, 2018)