Perkins Coie Sample Contracts

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INDENTURE Dated as of December 4, 2017 (December 4th, 2017)

INDENTURE, dated as of December 4, 2017, between MATCH GROUP, INC., a Delaware corporation, as issuer (the Issuer) and COMPUTERSHARE TRUST COMPANY, N.A., as trustee (the Trustee).

Match Group, Inc. – INDENTURE Dated as of December 4, 2017 (December 4th, 2017)

INDENTURE, dated as of December 4, 2017, between MATCH GROUP, INC., a Delaware corporation, as issuer (the "Issuer") and COMPUTERSHARE TRUST COMPANY, N.A., as trustee (the "Trustee").

Contract (November 29th, 2017)

FIRST AMENDMENT, dated as of November 28, 2017 (this "Agreement"), to the Credit Agreement dated as of May 22, 2017 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement") among Blucora, Inc. (the "Borrower"), the guarantors from time to time party thereto, the lenders from time to time party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent (in such capacity, the "Administrative Agent").

Cell Therapeutics, Inc. – Contract (November 28th, 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 AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

Platform Specialty Products Corp – PLATFORM SPECIALTY PRODUCTS CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO 5.875% SENIOR NOTES DUE 2025 INDENTURE Dated as of November 24, 2017 Computershare Trust Company, N.A., as Trustee (November 27th, 2017)

INDENTURE dated as of November 24, 2017 among Platform Specialty Products Corporation, a Delaware corporation, the Guarantors (as defined below), and Computershare Trust Company, N.A. as Trustee.

SenesTech, Inc. – SENESTECH, INC. 5,400,000 Shares of Common Stock Warrants to Purchase Up to 4,050,000 Shares of Common Stock UNDERWRITING AGREEMENT (November 17th, 2017)
Contract (November 13th, 2017)
SenesTech, Inc. – SENESTECH, INC. [*] Shares of Common Stock Warrants to Purchase Up to [*] Shares of Common Stock UNDERWRITING AGREEMENT (November 8th, 2017)
Primoris Services Corp. – AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 29, 2017 Among PRIMORIS SERVICES CORPORATION, as Borrower, THE VARIOUS FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, and CIBC BANK USA, as Administrative Agent and Co- Lead Arranger and BANK OF THE WEST as Co-Lead Arranger (November 6th, 2017)

THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 29, 2017 (this "Agreement") is entered into among PRIMORIS SERVICES CORPORATION ("Borrower"), the financial institutions that are or may from time to time become parties hereto listed on the attached Annex A (together with their respective successors and assigns, the "Lenders") and CIBC BANK USA (in its individual capacity and formerly known as The PrivateBank and Trust Company, "CIBC Bank USA"), as administrative agent for the Lenders. This Agreement amends and restates in its entirety that certain Credit Agreement dated as of December 28, 2012 (the "Original Credit Agreement") entered into among the Borrower, the financial institutions listed on Annex A thereto and CIBC Bank USA.

Freestone Resources, Inc. – Agreement and Plan of Merger Dated as of November 2, 2017 by and Among Freestone Resources, Inc., Freestone Dynamis Acquisition, Llc, and Dynamis Energy, Llc (November 6th, 2017)

This AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of November 2, 2017 by and among Freestone Resources, Inc., a Nevada corporation, (Purchaser), Freestone Dynamis Acquisition, LLC, an Idaho limited liability company and a wholly owned Subsidiary of Purchaser (Merger Sub), and Dynamis Energy, LLC, an Idaho limited liability company (the Company). Capitalized terms used but not otherwise defined in this Agreement have the meanings ascribed to such terms in Article I. Purchaser, Merger Sub, and Company are sometimes referred to herein individually as a Party and collectively as the Parties.

Amended and Restated Credit Agreement (October 31st, 2017)
Credit Agreement (October 31st, 2017)
Deltic Timber Corporation – AGREEMENT AND PLAN OF MERGER Dated as of October 22, 2017 Among POTLATCH CORPORATION, PORTLAND MERGER LLC and DELTIC TIMBER CORPORATION (October 23rd, 2017)

AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of October 22, 2017, among Potlatch Corporation, a Delaware corporation ("Potlatch"), Portland Merger LLC, a Delaware limited liability company ("Merger Sub"), and Deltic Timber Corporation, a Delaware corporation ("Deltic").

CAI-International – CAI International, Inc. Up to 2,000,000 Shares of Common Stock ($0.0001 Par Value) EQUITY DISTRIBUTION SALES AGREEMENT (October 23rd, 2017)
Potlatch – ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF DELTIC Section 4.01. Organization, Standing and Power 26 Section 4.02. Deltic Subsidiaries 26 Section 4.03. Capital Structure 27 Section 4.04. Authority; Execution and Delivery; Enforceability 28 Section 4.05. No Conflicts; Consents 29 Section 4.06. Reporting Documents; Undisclosed Liabilities 30 Section 4.07. Information Supplied 32 Section 4.08. Absence of Certain Changes or Events 32 Section 4.09. Taxes. 33 Section 4.10. Employee Benefits 35 Section 4.11. Labor and Employment Matters 37 Section 4.12. Litigation 37 Section 4.13. Compliance With App (October 23rd, 2017)

AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of October 22, 2017, among Potlatch Corporation, a Delaware corporation (Potlatch), Portland Merger LLC, a Delaware limited liability company (Merger Sub), and Deltic Timber Corporation, a Delaware corporation (Deltic).

AGREEMENT AND PLAN OF MERGER by and Among ONVIA, INC. PROJECT DIAMOND INTERMEDIATE HOLDINGS CORP. PROJECT OLYMPUS MERGER SUB, INC. And Solely With Respect to Section 9.12 DELTEK, INC. Dated as of October 4, 2017 (October 5th, 2017)

This AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of October 4, 2017 by and among: (i) Onvia, Inc., a Delaware corporation (the Company); (ii) Project Diamond Intermediate Holdings Corp., a Delaware corporation (Parent); (iii) Project Olympus Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Purchaser) and, solely for the purposes stated in Section 9.12, Deltek, Inc., a Delaware corporation (Guarantor). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Forescout Technologies, Inc – Contract (October 2nd, 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 AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

Willis Lease Finance Corporation – SERIES A-2 PREFERRED STOCK PURCHASE AGREEMENT by and Between WILLIS LEASE FINANCE CORPORATION and DEVELOPMENT BANK OF JAPAN INC. Dated as of September 22, 2017 (September 28th, 2017)

THIS SERIES A-2 PREFERRED STOCK PURCHASE AGREEMENT (this Agreement), is made as of the 22nd day of September, 2017 by and between Willis Lease Finance Corporation, a Delaware corporation (the Company), and Development Bank of Japan Inc., a Japanese corporation (the Investor).

Roku, Inc – Contract (September 1st, 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 AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

Seaspan Corporation – Registration Rights Agreement (August 23rd, 2017)

This REGISTRATION RIGHTS AGREEMENT, dated as of August 17, 2017 (this Agreement), is entered into between Seaspan Corporation, a corporation organized under the laws of the Republic of the Marshall Islands (the Company) and David Sokol (the Shareholder). Capitalized terms which are not defined in this Agreement have the respective meanings ascribed to them in the Employment Agreement (as defined below).

Interstate Power & Light Co – FIVE YEAR MASTER CREDIT AGREEMENT Dated as of August 16, 2017 Among ALLIANT ENERGY CORPORATION, INTERSTATE POWER AND LIGHT COMPANY, and WISCONSIN POWER AND LIGHT COMPANY as Borrowers THE BANKS NAMED HEREIN as Banks and WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent, Swingline Lender and LC Issuing Bank (August 21st, 2017)

ALLIANT ENERGY CORPORATION, a Wisconsin corporation INTERSTATE POWER AND LIGHT COMPANY, an Iowa corporation WISCONSIN POWER AND LIGHT COMPANY, a Wisconsin corporation (collectively, the "Borrowers"),

FibroGen, Inc. Common Stock, Par Value $0.01 Per Share Underwriting Agreement (August 16th, 2017)
InfoSonics – Securities Purchase Agreement (August 4th, 2017)

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

InfoSonics – Securities Purchase Agreement (August 4th, 2017)

This Securities Purchase Agreement (this "Agreement") is dated as of August 2, 2017, between InfoSonics Corporation, a Maryland corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

InfoSonics – Securities Purchase Agreement (August 4th, 2017)

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

InfoSonics – Securities Purchase Agreement (August 4th, 2017)

This Securities Purchase Agreement (this "Agreement") is dated as of August 2, 2017, between InfoSonics Corporation, a Maryland corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

Teekay Offshore Partners Lp – INVESTMENT AGREEMENT by and Between TEEKAY OFFSHORE PARTNERS L.P., and BROOKFIELD TK TOLP L.P. Dated as of July 26, 2017 (August 1st, 2017)

INVESTMENT AGREEMENT, dated as of July 26, 2017 (this Agreement), between Teekay Offshore Partners L.P., a Republic of The Marshall Islands limited partnership (the Company), and Brookfield TK TOLP L.P., a Bermuda limited partnership (the Investor).

Teekay Offshore Partners Lp – SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TEEKAY OFFSHORE GP L.L.C. A MARSHALL ISLANDS LIMITED LIABILITY COMPANY Dated as of [*], 2017 (August 1st, 2017)

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement), dated as of [*], 2017 (the Effective Date), of Teekay Offshore GP L.L.C., a Marshall Islands non-resident domestic limited liability company (the Company), is by and among Teekay Holdings Limited, a Bermuda corporation (TK), and Brookfield TK TOGP L.P., a Bermuda limited partnership (Brookfield).

Teekay Offshore Partners Lp – PURCHASE AGREEMENT by and Between TEEKAY HOLDINGS LIMITED, and BROOKFIELD TK TOGP L.P. Dated as of July 26, 2017 (August 1st, 2017)

PURCHASE AGREEMENT, dated as of July 26, 2017 (this Agreement), between Teekay Holdings Limited, a Bermuda corporation (the Seller), and Brookfield TK TOGP L.P., a Bermuda limited partnership (the Investor).

Teekay Shipping Corporation – SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TEEKAY OFFSHORE GP L.L.C. A MARSHALL ISLANDS LIMITED LIABILITY COMPANY Dated as of [*], 2017 (August 1st, 2017)

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement), dated as of [*], 2017 (the Effective Date), of Teekay Offshore GP L.L.C., a Marshall Islands non-resident domestic limited liability company (the Company), is by and among Teekay Holdings Limited, a Bermuda corporation (TK), and Brookfield TK TOGP L.P., a Bermuda limited partnership (Brookfield).

Teekay Shipping Corporation – PURCHASE AGREEMENT by and Between TEEKAY HOLDINGS LIMITED, and BROOKFIELD TK TOGP L.P. Dated as of July 26, 2017 (August 1st, 2017)

PURCHASE AGREEMENT, dated as of July 26, 2017 (this Agreement), between Teekay Holdings Limited, a Bermuda corporation (the Seller), and Brookfield TK TOGP L.P., a Bermuda limited partnership (the Investor).

InfoSonics – Voting Agreement (July 26th, 2017)

THIS VOTING AGREEMENT (this "Agreement"), dated as of July 25, 2017 (the "Effective Date") among the undersigned stockholder ("Stockholder") of InfoSonics Corporation, a Maryland corporation ("Parent"), and Cooltech Holding Corp., a Nevada corporation (the "Company"). Parent, Stockholder and the Company are sometimes referred to herein individually as a "Party" and collectively as the "Parties".

InfoSonics – Agreement and Plan of Merger (July 26th, 2017)

AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of July 25, 2017 among Cooltech Holding Corp., a Nevada corporation (the "Company"), Infosonics Corporation, a Maryland corporation ("Parent"), and Infosonics Acquisition Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of Parent ("Merger Subsidiary"). Parent, Merger Subsidiary, and the Company are sometimes referred to herein individually as a "Party" and collectively as the "Parties".

Roku, Inc – Contract (July 17th, 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 AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

CREDIT AGREEMENT Dated July 7, 2017 Among MOLSON COORS BREWING COMPANY THE BORROWING SUBSIDIARIES PARTY HERETO THE LENDERS PARTY HERETO (July 13th, 2017)

CREDIT AGREEMENT dated as of July 7, 2017 among MOLSON COORS BREWING COMPANY, a Delaware corporation; MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. and MOLSON COORS INTERNATIONAL LP, each a subsidiary of the Company; the LENDERS party hereto; CITIBANK, N.A., as Administrative Agent and an Issuing Bank; and BANK OF AMERICA, N.A. and THE BANK OF TOKYO MITSUBISHI UFJ, LTD. as Issuing Banks.