Perkins Coie Sample Contracts

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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.

CAI-International – NOTE PURCHASE AGREEMENT Dated as of June 29, 2017 Among CAL FUNDING III LIMITED as Issuer and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED WELLS FARGO SECURITIES LLC BBVA SECURITIES INC. And MUFG SECURITIES AMERICAS INC. As the Initial Purchasers CONTAINER APPLICATIONS LIMITED as Seller and Manager and CAI INTERNATIONAL, INC. As Sub-Manager and Performance Guarantor (July 11th, 2017)

NOTE PURCHASE AGREEMENT (as amended, modified and supplemented from time to time in accordance with its terms, the "Agreement"), dated as of June 29, 2017, by and among:

Common Stock Purchase Agreement (June 26th, 2017)

This common stock purchase agreement (this Agreement) is made as of June 23, 2017, by and between (Purchaser), and Digimarc Corporation, an Oregon corporation (the Company).

GEVO, INC., as Issuer AND THE GUARANTORS NAMED ON THE SIGNATURE PAGE HEREOF, as Guarantors AND WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee and as Collateral Trustee Indenture Dated as of June 20, 2017 12.0% Convertible Senior Secured Notes Due 2020 (June 20th, 2017)

INDENTURE, dated as of June 20, 2017, is among Gevo, Inc., a company duly incorporated and existing under the laws of Delaware, United States of America, and having its principal executive office at 345 Inverness Drive South, Building C, Suite 310, Englewood, CO 80112, as Issuer (the Issuer or Company), the guarantors listed on the signature page hereof (each, a Guarantor and, collectively, the Guarantors) and Wilmington Savings Fund Society, FSB, as Trustee (in such capacity, the Trustee) and as Collateral Trustee (in such capacity, the Collateral Trustee).

Registration Rights Agreement (June 20th, 2017)

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is dated as of June 20, 2017 by and among Gevo, Inc., a Delaware corporation (the Company), the investors set forth on the signature page hereto (the Holders), and each other party who hereafter executes and delivers a Joinder Agreement (each, a Joining Party, and together with the Holders, the Investor) in the form attached as Exhibit A hereto (a Joinder Agreement) agreeing to be bound by the terms hereof.

Rightside Group, Ltd. – AGREEMENT AND PLAN OF MERGER by and Among RIGHTSIDE GROUP, LTD., DONUTS INC. And DTS SUB INC. Dated as of JUNE 13, 2017 (June 14th, 2017)

This AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of June 13, 2017 by and among: (i) Rightside Group, Ltd., a Delaware corporation (the Company); (ii) Donuts Inc., a Delaware corporation (Parent); and (iii) DTS Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Purchaser). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Rightside Group, Ltd. – Rightside and Donuts Announce Definitive Merger Agreement Donuts to Acquire Rightside for $10.60 Per Share in Cash Transaction Valued at Approximately $213 Million (June 14th, 2017)

KIRKLAND, Wash., June 14, 2017 Rightside Group, Ltd. (NASDAQ:NAME) and Donuts Inc., a leading domain name registry for new domain extensions, today announced that the two companies have entered into an Agreement and Plan of Merger (the Merger Agreement), pursuant to which Donuts will acquire Rightside for $10.60 per share in an all-cash tender offer, for an aggregate purchase price of approximately $213MM. The purchase price represents a premium of approximately 12% percent over Rightsides average closing price for the 30-day trading period ended June 13, 2017 and a premium of approximately 22% percent over Rightsides average enterprise value (excluding cash) for such period.

CREDIT AGREEMENT Dated as of May 22, 2017 Among BLUCORA, INC., as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and Collateral Agent and THE LENDERS PARTY HERETO FROM TIME TO TIME CREDIT SUISSE SECURITIES (USA) LLC, KEYBANK NATIONAL ASSOCIATION and SUNTRUST ROBINSON HUMPHREY, INC. As Joint Lead Arrangers and Joint Bookrunners (May 23rd, 2017)

This CREDIT AGREEMENT is entered into as of May 22, 2017, among BLUCORA, INC., a Delaware corporation (the Borrower), the other Guarantors party hereto from time to time, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (collectively, the Lenders and, individually, a Lender).

The Mark Tower Office Lease (May 3rd, 2017)

This Office Lease (the Lease), dated as of the Effective Date set forth in Section 1 of the Summary of Basic Lease Information (the Summary), below, is made by and between FIFTH & COLUMBIA INVESTORS, LLC, a Delaware limited liability company (Landlord), and F5 NETWORKS, INC., a Washington corporation (Tenant).

CREDIT AGREEMENT Among CADIZ INC. And CADIZ REAL ESTATE LLC, as Borrowers, the Several Lenders From Time to Time Parties Hereto, and Wells Fargo Bank, National Association, as Agent Dated as of May 1, 2017 (May 2nd, 2017)

CREDIT AGREEMENT (this "Agreement"), dated as of May 1, 2017, among Cadiz Inc., a Delaware corporation ("Cadiz"), and Cadiz Real Estate LLC, a Delaware limited liability company ("CRE"; together with Cadiz, the "Borrower" or "Borrowers"), the lenders from time to time party hereto ("Lenders") and Wells Fargo Bank, National Association, as administrative agent (the "Agent").

Seaspan Corporation – Registration Rights Agreement (April 28th, 2017)

This REGISTRATION RIGHTS AGREEMENT, dated as of May 16, 2016 (this "Agreement"), is entered into between Seaspan Corporation, a corporation organized under the laws of the Republic of the Marshall Islands (the "Company") and Seaspan Financial Services, Ltd., a limited liability Cayman Islands company (the "Shareholder").

Macdonald Dettwiler & Associates Ltd – $250,000,000 4.31% Senior Secured Notes Due 2024 (April 27th, 2017)

MacDonald, Dettwiler and Associates Ltd., a corporation incorporated under the Canada Business Corporations Act (the Company), agrees with each of the purchasers whose names appear at the end hereof (each a Purchaser and, collectively, the Purchasers) as follows:

National Energy Services Reunited Corp. – Form of Investment Management Trust Agreement (April 25th, 2017)

This Agreement is made as of ________, 2017, by and between National Energy Services Reunited Corp. (the "Company") and Computershare Trust Company, N.A., as Trustee ("Trustee").

Exchange and Purchase Agreement (April 20th, 2017)

INDENTURE, dated as of [*], 2017, is among Gevo, Inc., a company duly incorporated and existing under the laws of Delaware, United States of America, and having its principal executive office at 345 Inverness Drive South, Building C, Suite 310, Englewood, CO 80112, as Issuer (the Issuer or Company), the guarantors listed on the signature page hereof (each, a Guarantor and, collectively, the Guarantors) and Wilmington Savings Fund Society, FSB, as Trustee (in such capacity, the Trustee) and as Collateral Trustee (in such capacity, the Collateral Trustee).

Cloudera, Inc. – Cloudera, Inc. Amended and Restated Investor Rights Agreement (March 31st, 2017)

THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT is made as of the 28 day of March, 2017, by and among Cloudera, Inc., a Delaware corporation (the "Company"), the holders of shares of Series A Preferred Stock (the "Series A Preferred Stock") listed on Schedule A hereto, each of which is herein referred to as a "Series A Holder," the holders of shares of Series B Preferred Stock (the "Series B Preferred Stock") listed on Schedule B hereto, each of which is herein referred to as a "Series B Holder," the holders of Series C Preferred Stock (the "Series C Preferred Stock") listed on Schedule C hereto, each of which is herein referred to as a "Series C Holder," the holders of Series D Preferred Stock (the "Series D Preferred Stock") listed on Schedule D hereto, each of which is herein referred to as a "Series D Holder," the holders of Series E Preferred Stock (the "Series E Preferred Stock") listed on Schedule E hereto, each of which is herein referred to as a "Series E Holder," the hold

Bitcoin Investment Trust – BITCOIN CUSTODIAL AGREEMENT March 3, 2017 Among Bitcoin Investment Trust, Grayscale Investments LLC, and Xapo, Inc. (March 24th, 2017)

This AGREEMENT (the Agreement) is entered into as of this 7th day of August, 2015 among Bitcoin Investment Trust, a Delaware statutory trust (the Trust), Grayscale Investments LLC, a Delaware Limited Liability Company, as sponsor to the Trust (the Sponsor), and Xapo, Inc., a Delaware corporation (Xapo). This Agreement sets forth the terms and conditions pursuant to which Xapo is to act as a custodian for bitcoins for Account Holder.