Pillsbury Winthrop Shaw Pittman Sample Contracts

BY AND AMONG
Agreement and Plan of Merger • October 3rd, 2006 • Lecroy Corp • Instruments for meas & testing of electricity & elec signals • Delaware
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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 23rd, 2010 • CAMAC Energy Inc. • Drilling oil & gas wells • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 21, 2010, between CAMAC Energy 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”).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • May 4th, 2007 • Easylink Services Corp • Services-business services, nec • Delaware
among NORTH AMERICA CAPITAL HOLDING COMPANY, as Borrower,
Loan Agreement • March 15th, 2006 • Macquarie Infrastructure CO LLC • Wholesale-petroleum & petroleum products (no bulk stations) • New York
Execution Version AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • July 13th, 2011 • Icahn Carl C • Delaware
UNDERWRITING AGREEMENT between ATLANTIC COASTAL ACQUISITION CORP. II and CANTOR FITZGERALD & CO. Dated: January 13, 2022
Underwriting Agreement • January 19th, 2022 • Atlantic Coastal Acquisition Corp. II • Blank checks • New York

The undersigned, Atlantic Coastal Acquisition Corp. II, 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:

FORM OF PUBLIC WARRANT AGREEMENT between ATLANTIC COASTAL ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [ ], 20[_]
Warrant Agreement • January 6th, 2022 • Atlantic Coastal Acquisition Corp. II • Blank checks • New York

THIS PUBLIC WARRANT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [ ], 20[_], is by and between Atlantic Coastal Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • January 19th, 2022 • Atlantic Coastal Acquisition Corp. II • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 13, 2022, by and between Atlantic Coastal Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

CONGOLEUM CORPORATION AND
Settlement Agreement • May 15th, 2006 • American Biltrite Inc • Plastics products, nec • New Jersey
UNDERWRITING AGREEMENT between ISIGN SOLUTIONS INC. and AXIOM CAPITAL MANAGEMENT, INC. as Representative of the Several Underwriters ISIGN SOLUTIONS INC.
Underwriting Agreement • April 12th, 2016 • iSign Solutions Inc. • Services-prepackaged software • New York

The undersigned, iSign Solutions Inc., a corporation organized under the laws of the State of Delaware (collectively with its subsidiaries, including, the subsidiaries listed in Exhibit 21.1 of the Registration Statement (as hereinafter defined), unless the context otherwise requires (the “Company”), hereby confirms its agreement (this “Agreement”) with Axiom Capital Management, Inc. (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:

Shares Common Stock
Underwriting Agreement • March 2nd, 2006 • Aquantive Inc • Services-business services, nec • New York
CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE AMONG
Escrow Agreement • November 14th, 2005 • American Biltrite Inc • Plastics products, nec • New Jersey
Execution Version AMENDED AND RESTATED LOAN AGREEMENT dated as of June 28, 2006
Loan Agreement • August 9th, 2006 • Macquarie Infrastructure CO Trust • Wholesale-petroleum & petroleum products (no bulk stations) • New York
20,000,000 Units IGNITING CONSUMER GROWTH Acquisition Company Limited UNDERWRITING AGREEMENT
Underwriting Agreement • November 22nd, 2021 • Igniting Consumer Growth Acquisition Co LTD • Blank checks • New York

Igniting Consumer Growth Acquisition Company Limited, a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 20,000,000 units (“Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments, if any (the “Option Securities” and, together with the Underwritten Securities, the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 25 hereof.

UNDERWRITING AGREEMENT
Underwriting Agreement • March 15th, 2017 • Sinclair Broadcast Group Inc • Television broadcasting stations • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 24th, 2008 • Restaurant Acquisition Partners, Inc. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of _______, 2008, by and among Restaurant Acquisition Partners, Inc., a Delaware corporation (the “Company”), and Mark S. Russell (the “Investor”).

UNDERWRITING AGREEMENT
eTelecare Global Solutions, Inc. • March 13th, 2007 • New York
SPARK THERAPEUTICS, INC. [•] Shares of Common Stock, par value $0.001 per share Underwriting Agreement
Spark Therapeutics, Inc. • January 20th, 2015 • Biological products, (no disgnostic substances) • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 22nd, 2023 • Acer Therapeutics Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 21, 2023, between Acer Therapeutics 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”).

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SECTION A TRUST AGREEMENT
Trust Agreement • June 9th, 2005 • Principal Life Insurance Co • New York
INPHI CORPORATION AND U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of April 24, 2020 0.75% Convertible Senior Notes due 2025
Indenture • April 27th, 2020 • INPHI Corp • Semiconductors & related devices • New York

INDENTURE dated as of April 24, 2020 between Inphi Corporation, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
Registration and Shareholder Rights Agreement • November 22nd, 2021 • Igniting Consumer Growth Acquisition Co LTD • Blank checks • New York

THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT, dated as of [●], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is made and entered into by and among Igniting Consumer Growth Acquisition Company Limited, a Cayman Islands exempted company (the “Company”), Igniting Growth Consumer Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under “Holders” on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2, a “Holder” and, collectively, the “Holders”).

EXECUTION VERSION AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • July 6th, 2007 • Dynatronics Corp • Electromedical & electrotherapeutic apparatus • Utah
2,000,000 Shares EGAIN CORPORATION COMMON STOCK PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT March 14, 2019
Underwriting Agreement • March 14th, 2019 • EGAIN Corp • Services-prepackaged software • New York

eGain Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Roth Capital Partners, LLC (the “Representative”) is acting as Representative, an aggregate of 2,000,000 shares of common stock, par value $0.001 per share, of the Company (the “Firm Shares”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 7th, 2013 • Opexa Therapeutics, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 7, 2013, between Opexa Therapeutics, Inc., a Texas corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

QUANTUM CORPORATION Common Stock (par value $0.01 per share) At Market Issuance Sales Agreement
Quantum Corp /De/ • November 25th, 2020 • Computer storage devices • New York
CARIBOU COFFEE COMPANY, INC. (a Minnesota corporation) Shares of Common Stock
Purchase Agreement • September 26th, 2005 • Caribou Coffee Company, Inc. • Retail-eating & drinking places • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 3rd, 2010 • Pacific Asia Petroleum Inc • Drilling oil & gas wells • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 2, 2010, between Pacific Asia Petroleum, 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”).

Gorilla Technology Group Inc. Ordinary Shares (par value $0.0001 per share) Controlled Equity Offering Sales Agreement
Sales Agreement • August 17th, 2023 • Gorilla Technology Group Inc. • Services-prepackaged software • New York

Gorilla Technology Group Inc., a company organized under the laws of the Cayman Islands (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co., (the “Agent”), as follows:

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 12th, 2007 • Passport Restaurants, Inc. • Retail-eating places • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 23, 2007 among Passport Restaurants, Inc., a Texas corporation whose principal place of business is located at 804 Pier View Way, Oceanside, CA 92054 (the “Company”), and each of the Purchaser(s) identified on the signature pages hereto (including their successors and assigns, the “Purchaser(s)”).

ALLIANCE FIBER OPTIC PRODUCTS, INC. a Delaware corporation and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC a New York banking corporation Rights Agent Amended and Restated Rights Agreement Original Agreement Dated as of May 29, 2001 Amended and...
Rights Agreement • March 11th, 2011 • Alliance Fiber Optic Products Inc • Semiconductors & related devices • Delaware

THIS AMENDED AND RESTATED RIGHTS AGREEMENT (this "Agreement") is dated as of March 10, 2011 (the "Restatement Date"), between ALLIANCE FIBER OPTIC PRODUCTS, INC., a Delaware corporation (the "Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York banking corporation (the "Rights Agent").

700,000,000 1.250% SENIOR NOTES DUE 2024 $700,000,000 1.750% SENIOR NOTES DUE 2026 $600,000,000 2.375% SENIOR NOTES DUE 2028 $500,000,000 2.650% SENIOR NOTES DUE 2031 SYNNEX CORPORATION REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 9th, 2021 • Synnex Corp • Wholesale-computers & peripheral equipment & software • New York

SYNNEX Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (the “Representative”) and the other initial purchasers named in Schedule I to the Purchase Agreement (collectively with the Representative, the “Initial Purchasers”), upon the terms set forth in a purchase agreement, dated as of July 29, 2021 (the “Purchase Agreement”), $700,000,000 principal amount of its 1.250% Senior Notes due 2024 (the “Initial 2024 Notes”), $700,000,000 principal amount of its 1.750% Senior Notes due 2026 (the “Initial 2026 Notes”), $600,000,000 principal amount of its 2.375% Senior Notes due 2028 (the “Initial 2028 Notes”) and $500,000,000 principal amount of its 2.650% Senior Notes due 2031 (the “Initial 2031 Notes” and, together with the Initial 2024 Notes, the Initial 2026 Notes and the Initial 2028 Notes, the “Initial Securities”). The Initial Securities will be issued pursuant to that certain Indenture, dated as of August 9, 2021, as suppl

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