Paul Hastings Sample Contracts

RECITALS
Northstar Realty • November 14th, 2005 • Real estate investment trusts • New York
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AND
Broadwing Inc • February 28th, 2003 • Telephone communications (no radiotelephone) • New York
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 10th, 2000 • Lahaina Acquisitions Inc • Real estate • Georgia
Exhibit 10.31 LOAN AND SECURITY AGREEMENT by and among PHIBRO ANIMAL HEALTH CORPORATION
Loan and Security Agreement • November 14th, 2003 • Phibro Animal Health Corp • Industrial inorganic chemicals • New York
RECITALS:
Employment Agreement • April 15th, 1999 • Atrium Companies Inc • Metal doors, sash, frames, moldings & trim • Alabama
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 13th, 2020 • Energy Focus, Inc/De • Electric lighting & wiring equipment • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 9, 2020, between Energy Focus, 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”).

INDEMNITY AGREEMENT
Indemnity Agreement • March 31st, 2021 • Excelsa Acquisition Corp. • Blank checks

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ________, 2021, by and between Excelsa Acquisition Corp., a Cayman Islands exempted company (the “Company”), and ________ (“Indemnitee”).

by and among
Share Purchase Agreement • December 5th, 1997 • Premiere Technologies Inc • Communications services, nec • London
EXHIBIT 10.4 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • May 20th, 2003 • Frontline Capital Group • Real estate agents & managers (for others) • Delaware
UNDERWRITING AGREEMENT between INTELLIGENT MEDICINE ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: November 4, 2021 INTELLIGENT MEDICINE ACQUISITION CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • November 10th, 2021 • Intelligent Medicine Acquisition Corp. • Blank checks • New York

The undersigned, Intelligent Medicine Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” 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 Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald) as follows:

SILVERBOX CORP III and CONTINENTAL STOCK TRANSFER & TRUST COMPANY FORM OF PUBLIC WARRANT AGREEMENT Dated as of February 27, 2023
Warrant Agreement • March 2nd, 2023 • SilverBox Corp III • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 27, 2023 is by and between SilverBox Corp III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • December 1st, 2023 • Semilux International Ltd. • Semiconductors & related devices

This Investment Management Trust Agreement (this “Agreement”) is made effective as of April 27, 2022 by and between Chenghe Acquisition Co., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

UNDERWRITING AGREEMENT between SEELOS THERAPEUTICS, INC. and TITAN PARTNERS GROUP LLC, A DIVISION OF AMERICAN CAPITAL PARTNERS, LLC as Representative of the Several Underwriters SEELOS THERAPEUTICS, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • November 30th, 2023 • Seelos Therapeutics, Inc. • Pharmaceutical preparations • New York

The undersigned, Seelos Therapeutics, Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Seelos Therapeutics, Inc. the “Company”), hereby confirms its agreement (this “Agreement”) with Titan Partners Group, LLC, a division of American Capital Partners, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

RECITALS
Agreement • April 2nd, 2001 • Franklin Credit Management Corp/De/ • Finance services • New York
1 EXHIBIT 2.1 ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • September 14th, 1999 • Objectshare Inc • Services-prepackaged software • California
OF
Note Purchase Agreement • November 14th, 2000 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • Massachusetts
EXHIBIT 10.1 CREDIT AGREEMENT DATED AS OF AUGUST 5, 2004
Credit Agreement • September 9th, 2004 • Uti Worldwide Inc • Arrangement of transportation of freight & cargo
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SilverBox Corp III 12,000,000 Units UNDERWRITING AGREEMENT
Underwriting Agreement • March 2nd, 2023 • SilverBox Corp III • Blank checks • New York

SilverBox Corp III, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Credit Suisse Securities (USA) LLC is acting as Representative (the “Representative”), an aggregate of 12,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 1,800,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 23 hereof.

PURPLE INNOVATION, INC. (a Delaware corporation) 7,308,792 Shares of Class A Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • May 20th, 2021 • Purple Innovation, Inc. • Household furniture • New York

Purple Innovation, Inc., a Delaware corporation (the “Company”), and the persons listed in Schedule B hereto (the “Selling Stockholders”), confirm their respective agreements with BofA Securities, Inc. (the “BofA”), and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Selling Stockholders and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Class A common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”) set forth in Schedules A and B hereto and (ii) the grant by the Selling Stockholders to the Underwriter of the option described in Section 2(b) hereof to purchase all or any part of 1,096,318 additional shares of Class A Common Stock.

EXHIBIT 10.39 CREDIT AGREEMENT DATED AS OF MAY 9, 2003
Credit Agreement • May 13th, 2003 • Salton Inc • Electric housewares & fans • New York
AS LENDER ---------------------------------------------------------------- LOAN AGREEMENT DATED APRIL 30, 1999 ii
Loan Agreement • May 17th, 1999 • Getchell Gold Corp • Gold and silver ores • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 25th, 2020 • PMV Consumer Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 21st day of September, 2020, by and among PMV Consumer Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • October 31st, 2022 • Greenbrier Companies Inc • Railroad equipment • New York

THIS THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 29, 2022 (this “Amendment”), is entered into among THE GREENBRIER COMPANIES, INC., an Oregon corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below).

Exhibit 10.1 LOAN AND SECURITY AGREEMENT by and among SHARPER IMAGE CORPORATION as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders,
Loan and Security Agreement • December 15th, 2003 • Sharper Image Corp • Retail-miscellaneous shopping goods stores • New York
14,300,000 Common Shares AC IMMUNE SA UNDERWRITING AGREEMENT
Underwriting Agreement • December 19th, 2023 • AC Immune SA • Pharmaceutical preparations • New York
KYVERNA THERAPEUTICS, INC. [ ] Shares of Common Stock Underwriting Agreement
Kyverna Therapeutics, Inc. • February 1st, 2024 • Biological products, (no disgnostic substances) • New York

Kyverna Therapeutics, 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 representatives (the “Representatives”), an aggregate of [ ] shares of common stock, par value $0.00001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [ ] shares of Common Stock (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”.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 8th, 2013 • Fox Factory Holding Corp • Motorcycles, bicycles & parts • Delaware

This Indemnification Agreement (“Agreement”) is made as of , 2013 by and between Fox Factory Holding Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

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