Pillsbury Winthrop Shaw Pittman Sample Contracts

Contract (December 13th, 2018)
Contract (December 13th, 2018)
Theravance Biopharma, Inc. – Annex a Rules of Construction and Defined Terms (December 3rd, 2018)

Unless the context otherwise requires, in this Annex A and each Transaction Document (or other document) to which this Annex A is attached:

Theravance Biopharma, Inc. – $250,000,000 Triple Pharmasm 9.0% Fixed Rate Term Notes Due 2033 (December 3rd, 2018)

Triple Royalty Sub LLC, a Delaware limited liability company (the Issuer), and Theravance Biopharma R&D, Inc., a Cayman Islands exempted company (Theravance Biopharma R&D), hereby covenant and agree with you as follows:

Resolute Energy Corp. – Contract (November 20th, 2018)
Contract (November 20th, 2018)
Contract (November 9th, 2018)
Sorrento Therapeutics, Inc. – Contract (November 9th, 2018)
Contract (November 9th, 2018)
CREDIT AGREEMENT Dated as of January 17, 2017 (As Amended by Amendment No. 1 Dated as of July 19, 2017 and as Further Amended by Amendment No. 2 Dated as of October 26, 2018) Among WXXA-TV LLC and WLAJ-TV LLC, as the Borrower, SHIELD MEDIA LANSING LLC SHIELD MEDIA LLC, as Holding Companies BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (November 8th, 2018)
TUCSON ELECTRIC POWER COMPANY (An Arizona Corporation) [*]% Senior Notes Due [*] UNDERWRITING AGREEMENT (November 8th, 2018)
Securities Purchase Agreement (November 7th, 2018)
Note Purchase Agreement (November 7th, 2018)
Willis Lease Finance Corporation – REVOLVING CREDIT AGREEMENT Dated as of August 22, 2018 Among WILLIS ENGINE STRUCTURED TRUST IV, as Borrower BANK OF AMERICA, N.A., as the Initial Liquidity Facility Provider and WILLIS LEASE FINANCE CORPORATION, as the Administrative Agent Relating to Willis Engine Structured Trust IV Series a Notes and Series B Notes (November 7th, 2018)

This REVOLVING CREDIT AGREEMENT (this "Agreement") dated as of August 22, 2018, is made by and among WILLIS ENGINE STRUCTURED TRUST IV, a Delaware statutory trust (the "Borrower"), BANK OF AMERICA, N.A., a national banking association ("BOA"), as Initial Liquidity Facility Provider (the "Initial Liquidity Facility Provider"), and WILLIS LEASE FINANCE CORPORATION, a Delaware corporation, in its capacity as the Administrative Agent (the "Administrative Agent").

Identive Group – AGREEMENT AND PLAN OF MERGER BY AND AMONG IDENTIV, INC., TSS MERGER SUB, INC., TSS ACQUISITION, LLC., THURSBY SOFTWARE SYSTEMS, INC. And WILLIAM THURSBY, as the Sole Stockholder of Thursby Software Systems, Inc. Dated as of October 25, 2018 (October 25th, 2018)
INDENTURE, Dated as of October 8, 2018, Among AMPHENOL TECHNOLOGIES HOLDING GMBH, AMPHENOL CORPORATION and THE BANK OF NEW YORK MELLON, as Trustee (October 9th, 2018)

Indenture, dated as of October 8, 2018, among Amphenol Technologies Holding GmbH, a limited liability company (Gesellschaft mit beschrankter Haftung) registered in Stuttgart, Germany under company number HRB 104157 and having its registered office at August Hausser Strasse 10, 74080 Heilbronn, Germany (the Company), Amphenol Corporation, a corporation duly incorporated and existing under the laws of Delaware and having its principal executive office at 358 Hall Avenue, Wallingford, Connecticut 06492, United States of America (the Guarantor) and The Bank of New York Mellon, as trustee (the Trustee).

Contract (October 9th, 2018)

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE RESALE RESTRICTION TERMINATION DATE) THAT IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S, ONLY (A) TO AMPHENOL CORPORATI

Certificate of Incorporation of Concentrix Cvg Corporation (October 5th, 2018)

The address of the registered office of the Corporation in the State of Delaware is 3500 South DuPont Highway, in the City of Dover, Delaware 19901, County of Kent. The name of the registered agent at such address is Incorporating Services, Ltd.

Execution Version (October 3rd, 2018)
Securities Purchase Agreement (October 3rd, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of October 2, 2018, between MoSys, 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").

Co-Placement Agency Agreement (October 3rd, 2018)
Anaplan, Inc. – Common Stock Purchase Agreement (October 1st, 2018)

THIS COMMON STOCK PURCHASE AGREEMENT (this Agreement) is dated as of September 28, 2018, by and among Anaplan, Inc., a Delaware corporation (the Company), and the investors listed on Schedule A (each, a Purchaser and collectively, the Purchasers).

Securities Purchase Agreement (September 28th, 2018)
Cafepress.Com – AGREEMENT AND PLAN OF MERGER by and Among CAFEPRESS INC., SNAPFISH, LLC and SNAPFISH MERGER SUB, INC. Dated as of September 28, 2018 (September 28th, 2018)
CMS ENERGY CORPORATION 5.875% Junior Subordinated Notes Due 2078 (September 26th, 2018)

CMS Energy Corporation, a Michigan corporation (the Company), proposes to issue and sell to the several Underwriters (as defined in Section 12 hereof) an aggregate of $250,000,000 in principal amount of its 5.875% Junior Subordinated Notes due 2078 (the Initial Securities), subject to the terms and conditions set forth herein. The Underwriters have designated the Representatives (as defined in Section 12 hereof) to execute this Agreement on their behalf and to act for them in the manner provided in this Agreement. The Initial Securities are to be issued pursuant to the provisions of the Indenture dated as of June 1, 1997 between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the Trustee), as supplemented and amended by various supplemental indentures and as to be supplemented by the Seventh Supplemental Indenture, to be dated as of September 26, 2018 (the Supplemental Indenture), establishing the terms of the Securities (as defined b

Vivus, Inc. – PURCHASE AGREEMENT Dated April 30, 2018 Among VIVUS, INC. And THE PURCHASERS NAMED HEREIN 10.375% SENIOR SECURED NOTES DUE 2024 (August 7th, 2018)

INDENTURE dated as of June 8, 2018 among VIVUS, Inc., a Delaware corporation with an address at 900 East Hamilton Avenue, Suite 550, Campbell, California 95008 (the "Issuer"), any Guarantor that becomes party hereto pursuant to Section 4.12, and U.S. Bank National Association, a national banking association, as trustee (as more fully defined in Section 1.01, the "Trustee") and as collateral agent (as more fully defined in Section 1.01, the "Collateral Agent").

CMS ENERGY CORPORATION Shares of Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: August 1, 2018 (August 1st, 2018)
$100,000,000 3.68% First Mortgage Bonds Due 2027 $215,000,000 4.01% First Mortgage Bonds Due 2038 $185,000,000 4.28% First Mortgage Bonds Due 2057 Bond Purchase Agreement (July 26th, 2018)
Agreement and Plan of Merger (July 2nd, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of June 28, 2018, is by and among Convergys Corporation, an Ohio corporation (the "Company"), SYNNEX Corporation, a Delaware corporation ("Parent"), Delta Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub I") and Delta Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent ("Merger Sub II" and together with Merger Sub I, "Merger Subs").

Agreement and Plan of Merger (June 29th, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of June 28, 2018, is by and among Convergys Corporation, an Ohio corporation (the "Company"), SYNNEX Corporation, a Delaware corporation ("Parent"), Delta Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub I") and Delta Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent ("Merger Sub II" and together with Merger Sub I, "Merger Subs").

AGREEMENT AND PLAN OF MERGER by and Among CONVERGYS CORPORATION, SYNNEX CORPORATION, DELTA MERGER SUB I, INC. And DELTA MERGER SUB II, LLC Dated as of June 28, 2018 (June 28th, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of June 28, 2018, is by and among Convergys Corporation, an Ohio corporation (the "Company"), SYNNEX Corporation, a Delaware corporation ("Parent"), Delta Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub I") and Delta Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent ("Merger Sub II" and together with Merger Sub I, "Merger Subs").

Citigroup Commercial Mortgage Trust 2018-C5 – AGREEMENT AMONG NOTEHOLDERS Dated as of November 20, 2017 by and Among CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder, Initial Note A-4 Holder and Initial Note A-5 Holder) and PRIMA MORTGAGE INVESTMENT TRUST, LLC (Initial Junior Noteholder) DREAMWORKS CAMPUS (June 21st, 2018)

THIS AGREEMENT AMONG NOTEHOLDERS (with the exhibits and schedules hereto and all amendments and modifications hereof and supplements hereto, this "Agreement"), dated as of November 20, 2017 by and among Cantor Commercial Real Estate Lending, L.P. ("CCRE"), together with its successors and assigns in interest, in its capacity as the initial owner of Note A-1 (as defined herein)(the "Initial Note A-1 Holder"), CCRE, together with its successors and assigns in interest, in its capacity as the initial owner of Note A-2 (as defined herein)(the "Initial Note A-2 Holder"), CCRE, together with its successors and assigns in interest, in its capacity as the initial owner of Note A-3 (as defined herein)(the "Initial Note A-3 Holder"), CCRE, together with its successors and assigns in interest, in its capacity as the initial owner of Note A-4 (as defined herein)(the "Initial Note A-4 Holder"), CCRE, together with its successors and assigns in interest, in its capacity as the initial owner of Note

Employment Agreement (June 15th, 2018)

THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of June _11___, 2018, by and between Renewable Energy Group, Inc., a Delaware corporation (the "Company"), and Eric Bowen ("Executive").

Employment Agreement (June 15th, 2018)

THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of June _11___, 2018, by and between Renewable Energy Group, Inc., a Delaware corporation (the "Company"), and Gary Haer ("Executive").

JPMDB Commercial Mortgage Securities Trust 2018-C8 – AGREEMENT AMONG NOTEHOLDERS Dated as of November 20, 2017 by and Among CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder, Initial Note A-4 Holder and Initial Note A-5 Holder) and PRIMA MORTGAGE INVESTMENT TRUST, LLC (Initial Junior Noteholder) DREAMWORKS CAMPUS (June 15th, 2018)

THIS AGREEMENT AMONG NOTEHOLDERS (with the exhibits and schedules hereto and all amendments and modifications hereof and supplements hereto, this "Agreement"), dated as of November 20, 2017 by and among Cantor Commercial Real Estate Lending, L.P. ("CCRE"), together with its successors and assigns in interest, in its capacity as the initial owner of Note A-1 (as defined herein)(the "Initial Note A-1 Holder"), CCRE, together with its successors and assigns in interest, in its capacity as the initial owner of Note A-2 (as defined herein)(the "Initial Note A-2 Holder"), CCRE, together with its successors and assigns in interest, in its capacity as the initial owner of Note A-3 (as defined herein)(the "Initial Note A-3 Holder"), CCRE, together with its successors and assigns in interest, in its capacity as the initial owner of Note A-4 (as defined herein)(the "Initial Note A-4 Holder"), CCRE, together with its successors and assigns in interest, in its capacity as the initial owner of Note