This Letter Agreement Sample Contracts

Pivotal Acquisition Corp – Pivotal Acquisition Corp. (Corporation), a Blank Check Company Formed for the Purpose of Acquiring One or More Businesses or Entities (A Business Combination), Intends to Register Its Securities Under the Securities Act of 1933, as Amended (Securities Act), in Connection With Its Initial Public Offering (IPO). The Undersigned Hereby Commits to Purchase an Aggregate of 5,750,000 Warrants of the Corporation (Initial Warrants), Each Initial Warrant to Purchase One Share of Common Stock, Par Value $0.0001 Per Share, of the Corporation at $1.00 Per Initial Warrant, for an Aggregate Purchase Price o (December 26th, 2018)
Gossamer Bio, Inc. – This Letter Agreement (This Agreement) Confirms the Terms of Your Continuing Employment With Gossamer Bio, Inc. (Parent) And, Effective January 1, 2019, With Gossamer Bio Services, Inc., a Wholly-Owned Subsidiary of Parent (Gossamer Services, and Together With Parent, the Company). This Agreement Is Effective as of December 4, 2018 (The Effective Date). (December 21st, 2018)
Madison Square Garden Co – December 6, 2018 the Madison Square Garden Company Two Pennsylvania Plaza New York, NY 10121 Dear Victoria: This Letter Agreement (The Agreement), Effective on January 1, 2019 (The Effective Date), Will Confirm the Terms of Your Employment With the Madison Square Garden Company (The Company) Following the Effective Date. (December 10th, 2018)
Integrated Electrical Services – This BOARD OBSERVER LETTER AGREEMENT (This Letter Agreement) Is Entered Into by and Between, Tontine Associates, L.L.C. (TA, and Together With Its Affiliates, Tontine), and IES Holdings, Inc., a Delaware Corporation (The Company). Tontine and the Company Are Herein Referred to as the Parties and Each, Individually, as a Party. WHEREAS, According to Its Latest Form 4 Filing as of October 3, 2018, Tontine Holds Approximately 59% of the Companys Outstanding Common Stock, and the Chairman of the Board of Directors of the Company (The Board) Is the Managing Member of TA and Certain of Its Affiliate (December 7th, 2018)
The Purpose of This Letter Agreement (This Confirmation) Is to Confirm the Terms and Conditions of the Warrants Issued by DexCom, Inc. (Company) to [JPMorgan Chase Bank, National Association, London Branch][Bank of America, N.A.] (Dealer) as of the Trade Date Specified Below (The Transaction). This Letter Agreement Constitutes a Confirmation as Referred to in the ISDA Master Agreement Specified Below. Each Party Further Agrees That This Confirmation Together With the Agreement Evidence a Binding Agreement Between Company and Dealer as to the Subject Matter and Terms of the Transaction to Which (December 3rd, 2018)
Wayfair Inc. – The Purpose of This Letter Agreement (This Confirmation) Is to Confirm the Terms and Conditions of the Call Option Transaction Entered Into Between Morgan Stanley & Co. LLC (Dealer) and Wayfair Inc. (Counterparty) as of the Trade Date Specified Below (The Transaction). This Letter Agreement Constitutes a Confirmation as Referred to in the ISDA Master Agreement Specified Below. This Confirmation Shall Replace Any Previous Agreements and Serve as the Final Documentation for the Transaction. The Definitions and Provisions Contained in the 2002 ISDA Equity Derivatives Definitions (The Equity Defin (November 29th, 2018)
Arsanis, Inc. – As We Have Discussed, in Connection With Your Separation From Employment With, and All Offices In, Arsanis, Inc. (The Company) (And, as May Be Applicable, Any and All of Its Parents, Affiliates and Subsidiaries (Together, the Affiliates)), Effective November 26, 2018 (The Separation Date), You Will Be Eligible to Receive the Severance Benefits Described in Paragraph 1 Below if You Sign and Return This Letter Agreement to Me No Later Than December 18, 2018, but No Earlier Than Close of Business on the Separation Date, and Do Not Revoke Your Agreement (As Described Below). By Signing and Returni (November 27th, 2018)
Arsanis, Inc. – Meanings Given Such Terms Under Section 409A if and to the Extent Required to Comply With Section 409A. In Any Event, the Company Makes No Representations or Warranty and Will Have No Liability to You or Any Other Person if Any Provisions of or Payments Under This Letter Agreement Are Determined to Constitute Deferred Compensation Subject to Section 409A but Not to Satisfy the Conditions of That Section. (November 27th, 2018)
Arsanis, Inc. – As We Have Discussed, in Connection With Your Separation From Employment With, and All Offices In, Arsanis, Inc. (The Company) (And, as May Be Applicable, Any and All of Its Parents, Affiliates and Subsidiaries (Together, the Affiliates)), Effective November 26, 2018 (The Separation Date), You Will Be Eligible to Receive the Severance Benefits Described in Paragraph 1 Below if You Sign and Return This Letter Agreement to Me No Later Than December 18, 2018, but No Earlier Than Close of Business on the Separation Date, and Do Not Revoke Your Agreement (As Described Below). By Signing and Returni (November 27th, 2018)
Arsanis, Inc. – Meanings Given Such Terms Under Section 409A if and to the Extent Required to Comply With Section 409A. In Any Event, the Company Makes No Representations or Warranty and Will Have No Liability to You or Any Other Person if Any Provisions of or Payments Under This Letter Agreement Are Determined to Constitute Deferred Compensation Subject to Section 409A but Not to Satisfy the Conditions of That Section. (November 27th, 2018)
Consolidated Edison – The Purpose of This Letter Agreement (This Confirmation) Is to Confirm the Terms and Conditions of the Transaction Entered Into Between Barclays Bank PLC (Dealer) Through Its Agent Barclays Capital Inc. (The Agent), and Consolidated Edison, Inc. (Counterparty) on the Trade Date Specified Below (The Transaction). This Confirmation Constitutes a Confirmation as Referred to in the Agreement Specified Below. This Confirmation Evidences a Complete and Binding Agreement Between Dealer and Counterparty as to the Terms of the Transaction to Which This Confirmation Relates and Supersedes All Prior or C (November 19th, 2018)
Wayfair Inc. – The Purpose of This Letter Agreement (This Confirmation) Is to Confirm the Terms and Conditions of the Call Option Transaction Entered Into Between Bank of America, N.A. (Dealer) and Wayfair Inc. (Counterparty) as of the Trade Date Specified Below (The Transaction). This Letter Agreement Constitutes a Confirmation as Referred to in the ISDA Master Agreement Specified Below. This Confirmation Shall Replace Any Previous Agreements and Serve as the Final Documentation for the Transaction. The Definitions and Provisions Contained in the 2002 ISDA Equity Derivatives Definitions (The Equity Definiti (November 19th, 2018)
Pivotal Acquisition Corp – Pivotal Acquisition Corp. (Corporation), a Blank Check Company Formed for the Purpose of Acquiring One or More Businesses or Entities (A Business Combination), Intends to Register Its Securities Under the Securities Act of 1933, as Amended (Securities Act), in Connection With Its Initial Public Offering (IPO). The Undersigned Hereby Commits to Purchase an Aggregate of 5,750,000 Warrants of the Corporation (Initial Warrants), Each Initial Warrant to Purchase One Share of Common Stock, Par Value $0.0001 Per Share, of the Corporation at $1.00 Per Initial Warrant, for an Aggregate Purchase Price o (November 5th, 2018)
This Letter Agreement (The Agreement) Is Entered Into Between Palo Alto Networks, Inc. (Company or We) and Amit Singh (Executive or You). We Intend That Your Start Date Will Be November 1, 2018. This Agreement Will Be Effective on Your Actual Start Date (The Effective Date). (October 15th, 2018)
heckmann – Nuverra Environmental Solutions, Inc., a Delaware Corporation (The Company), Has Advised Each of the Undersigned (Collectively, the Backstop Parties and Individually Each a Backstop Party) That the Company Intends to Initiate a Rights Offering (The Rights Offering) to All of Its Common Shareholders (Common Shareholders) as of the Record Date (The Record Date) to Be Set by the Board of Directors of the Company (The Board of Directors) Pursuant to Which the Company Will Distribute to Such Common Stockholders on a Pro Rata Basis at No Charge Purchase Rights (Each a Basic Subscription Right) to th (October 11th, 2018)
Northwest Natural Holding Co – Northwest Natural Gas Company, an Oregon Corporation (The Company), a Wholly- Owned Subsidiary of Northwest Natural Holding Company, an Oregon Corporation (Parent), Considers the Establishment and Maintenance of a Sound and Vital Management to Be Essential to Protecting and Enhancing the Best Interests of the Company. In This Connection, the Company Recognizes That, as Is the Case With Many Publicly Held Corporations Like Parent, the Possibility of a Change in Control May Exist and That Such Possibility, and the Uncertainty and Questions Which It May Raise Among Management, May Result in the De (October 1st, 2018)
Anaplan, Inc. – September 28, 2018 Re: Confirmatory Employment Letter Dear Frank: As Discussed, You and Anaplan, Inc., a Delaware Corporation (The Company) Have Agreed to the Terms of This Letter Agreement (The Agreement) to Confirm the Current Terms and Conditions of Your Employment. This Agreement Is Effective as of the Date You Sign This Letter, as Indicated Below. (October 1st, 2018)
SI-BONE, Inc. – Benefits Upon Separation From Employment - No Change in Control. In the Event That the Company Terminates Your Employment for Any Reason Other Than for Cause (As Defined Below), the Company Will Tender to You the Following Benefits (Collectively, the Severance Benefits) Within Sixty (60) Calendar Days of the Termination Date: A Lump-Sum Payment Equal to Three (3) Months of Your Then- Current Base Salary; And a Lump-Sum Payment in the Amount of $5,700.00 Benefits Upon Separation From Employment Prior to or Following a Change in Control. Notwithstanding the Foregoing, in the Event the Company Ter (September 20th, 2018)
Americold Realty Trust – C/O Merrill Lynch, Pierce, Fenner & Smith Incorporated Bank of America Tower at One Bryant Park New York, NY 10036 Attn: Robert Stewart, Assistant General Counsel Telephone: 646-855-0711 Facsimile: 646-822-5618 Re: Registered Forward Transaction Ladies and Gentlemen: The Purpose of This Letter Agreement (This Confirmation) Is to Confirm the Terms and Conditions of the Transaction Entered Into Between Us on the Trade Date Specified Below (The Transaction). This Confirmation Constitutes a Confirmation as Referred to in the ISDA Master Agreement Specified Below. (September 18th, 2018)
Perficient – The Purpose of This Letter Agreement (This "Confirmation") Is to Confirm the Terms and Conditions of the Call Option Transaction Entered Into Between [____________] ("Dealer") and Perficient, Inc. ("Counterparty") as of the Trade Date Specified Below (The "Transaction"). (September 11th, 2018)

This letter agreement constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

Perficient – The Purpose of This Letter Agreement (This "Confirmation") Is to Confirm the Terms and Conditions of the Warrants Issued by Perficient, Inc. ("Company") to [____________] ("Dealer") as of the Trade Date Specified Below (The "Transaction"). (September 11th, 2018)

This letter agreement constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

Alexander And Baldwin Inc – Your Rights to Continued Vacation Accruals; Any COBRA Health Care Continuation Rights You May Have After November 30, 2018 (Or Your Employment Termination Date, if Earlier) for You and Your Family; Any Vested Rights You Have (As of the Date of This Letter Agreement or as of Any Subsequent Date on or Before the Date Your Employment With the Company Is Terminated) to Your 401(k) Account Balance and Any 401(k) Company Matching Contributions for 2017 or 2018; And Any Rights You Have to Any Already Vested Stock-Based Awards (Or Any Unvested Stock-Based Awards That Would for Any Reason Otherwise Ves (September 7th, 2018)
Madison Square Garden – September 6, 2018 MSG Networks Inc. Eleven Pennsylvania Plaza New York, NY 10121 Dear Bret: This Letter Agreement (The Agreement), Effective as of September 1, 2018 (The Effective Date), Will Confirm the Terms of Your Continued Employment With MSG Networks Inc. (The Company). (September 7th, 2018)
Madison Square Garden – September 6, 2018 MSG Networks Inc. Eleven Pennsylvania Plaza New York, NY 10121 Dear Andrea: This Letter Agreement (The Agreement), Effective as of September 1, 2018 (The Effective Date), Will Confirm the Terms of Your Continued Employment With MSG Networks Inc. (The Company). (September 7th, 2018)
Madison Square Garden Co – September 6, 2018 the Madison Square Garden Company Two Pennsylvania Plaza New York, NY 10121 Dear Lawrence: This Letter Agreement (The Agreement), Effective as of September 1, 2018 (The Effective Date), Will Confirm the Terms of Your Employment With the Madison Square Garden Company (The Company) Following the Effective Date. (September 7th, 2018)
PQ Group Holdings Inc. – This Letter Agreement (This Agreement) Confirms the Terms and Conditions of Your Transition to the Role of Executive Chairman of Each of PQ Corporation (The Company) and PQ Group Holdings Inc. (Holdings). Capitalized Terms Not Defined Herein Will Have the Respective Meanings Ascribed to Them in the Severance Agreement by and Between You and the Company, Dated as of August 31, 2017 (The Severance Agreement). (August 9th, 2018)
XPO Logistics – Chief Financial Officer XPO Logistics, Inc. Dear John: This Letter Agreement (This Agreement) Formalizes Our Discussions Regarding the Terms and Conditions of Your Separation From Service With XPO Logistics, Inc. (The Company). Termination of Employment (August 2nd, 2018)
SI-BONE, Inc. – Benefits Upon Separation From Employment - No Change in Control. In the Event That the Company Terminates Your Employment for Any Reason Other Than for Cause (As Defined Below), the Company Will Tender to You the Following Benefits (Collectively, the Severance Benefits) Within Sixty (60) Calendar Days of the Termination Date: A Lump-Sum Payment Equal to Three (3) Months of Your Then- Current Base Salary; And a Lump-Sum Payment in the Amount of $5,700.00 Benefits Upon Separation From Employment Prior to or Following a Change in Control. Notwithstanding the Foregoing, in the Event the Company Ter (July 31st, 2018)
Dear David: This Letter Agreement Sets Forth the Terms and Conditions of Your Voluntary Retirement From AAR CORP. (AAR) on May 31, 2018. In Consideration of the Mutual Promises in This Letter Agreement, You and We Hereby Agree to the Following: (May 25th, 2018)
CytRx – This Letter Agreement (This "Agreement") Constitutes the Agreement Between CytRx Corporation (The "Company") and H.C. Wainwright & Co., LLC ("Wainwright"), That Wainwright Shall Serve as the Exclusive Agent, Advisor or Underwriter in Any Offering (Each, an "Offering") of Securities of the Company ("Securities") During the Term (As Defined Below) of This Agreement. The Terms of Each Offering and the Securities Issued in Connection Therewith Shall Be Mutually Agreed Upon by the Company and Wainwright and Nothing Herein Implies That Wainwright Would Have the Power or Authority to Bind the Company (May 16th, 2018)
Unimin Corp – A) (I) Between the Date of This Letter Agreement and Sixty (60) Months After the Transaction Closing Date, the Company Terminates Your Employment for Other Than Cause, Or (April 11th, 2018)
The Purpose of This Letter Agreement (This Confirmation) Is to Confirm the Terms and Conditions of the Transaction Entered Into Between JPMorgan Chase Bank, National Association, London Branch (Dealer) and Duke Energy Corporation (Counterparty), on the Trade Date Specified Below (The Transaction). This Confirmation Constitutes a Confirmation as Referred to in the Agreement Specified Below. This Confirmation Is a Confirmation for Purposes of Rule 10b-10 Promulgated Under the Securities Exchange Act of 1934, as Amended (The Exchange Act). (March 9th, 2018)

This Confirmation evidences a complete and binding agreement between Dealer and Counterparty as to the terms of the Transaction to which this Confirmation relates and supersedes all prior or contemporaneous written or oral communications with respect thereto. This Confirmation shall supplement, form a part of, and be subject to an agreement (the Agreement) in the form of the 1992 ISDA Master Agreement (Multicurrency Cross Border) as if Dealer and Counterparty had executed an agreement in such form (without any Schedule but with the elections set forth in this Confirmation) on the Trade Date. The Transaction hereunder shall be the sole Transaction under the Agreement. If there exists any ISDA Master Agreement between Dealer and Counterparty or any confirmation or other agreement between Dealer and Counterparty pursuant to which an ISDA Master Agreement is deemed to exist between Dealer and Counterparty then notwithstanding anything to the contrary in such ISDA Master Agreement, such c

The Purpose of This Letter Agreement (This Confirmation) Is to Confirm the Terms and Conditions of the Transaction Entered Into Between Credit Suisse Capital LLC (Dealer), Through Its Agent Credit Suisse Securities (USA) LLC (The Agent), and Duke Energy Corporation (Counterparty), on the Trade Date Specified Below (The Transaction). This Confirmation Constitutes a Confirmation as Referred to in the Agreement Specified Below. This Confirmation Is a Confirmation for Purposes of Rule 10b-10 Promulgated Under the Securities Exchange Act of 1934, as Amended (The Exchange Act). (March 9th, 2018)

This Confirmation evidences a complete and binding agreement between Dealer and Counterparty as to the terms of the Transaction to which this Confirmation relates and supersedes all prior or contemporaneous written or oral communications with respect thereto. This Confirmation shall supplement, form a part of, and be subject to an agreement (the Agreement) in the form of the 1992 ISDA Master Agreement (Multicurrency Cross Border) as if Dealer and Counterparty had executed an agreement in such form (without any Schedule but with the elections set forth in this Confirmation) on the Trade Date. The Transaction hereunder shall be the sole Transaction under the Agreement. If there exists any ISDA Master Agreement between Dealer and Counterparty or any confirmation or other agreement between Dealer and Counterparty pursuant to which an ISDA Master Agreement is deemed to exist between Dealer and Counterparty then notwithstanding anything to the contrary in such ISDA Master Agreement, such c

The Purpose of This Letter Agreement (This Confirmation) Is to Confirm the Terms and Conditions of the Transaction Entered Into Between JPMorgan Chase Bank, National Association, London Branch (Dealer) and Duke Energy Corporation (Counterparty), on the Trade Date Specified Below (The Transaction). This Confirmation Constitutes a Confirmation as Referred to in the Agreement Specified Below. This Confirmation Is a Confirmation for Purposes of Rule 10b-10 Promulgated Under the Securities Exchange Act of 1934, as Amended (The Exchange Act). (March 9th, 2018)

This Confirmation evidences a complete and binding agreement between Dealer and Counterparty as to the terms of the Transaction to which this Confirmation relates and supersedes all prior or contemporaneous written or oral communications with respect thereto. This Confirmation shall supplement, form a part of, and be subject to an agreement (the Agreement) in the form of the 1992 ISDA Master Agreement (Multicurrency Cross Border) as if Dealer and Counterparty had executed an agreement in such form (without any Schedule but with the elections set forth in this Confirmation) on the Trade Date. The Transaction hereunder shall be the sole Transaction under the Agreement. If there exists any ISDA Master Agreement between Dealer and Counterparty or any confirmation or other agreement between Dealer and Counterparty pursuant to which an ISDA Master Agreement is deemed to exist between Dealer and Counterparty then notwithstanding anything to the contrary in such ISDA Master Agreement, such c

The Purpose of This Letter Agreement (This Confirmation) Is to Confirm the Terms and Conditions of the Transaction Entered Into Between Credit Suisse Capital LLC (Dealer), Through Its Agent Credit Suisse Securities (USA) LLC (The Agent), and Duke Energy Corporation (Counterparty), on the Trade Date Specified Below (The Transaction). This Confirmation Constitutes a Confirmation as Referred to in the Agreement Specified Below. This Confirmation Is a Confirmation for Purposes of Rule 10b-10 Promulgated Under the Securities Exchange Act of 1934, as Amended (The Exchange Act). (March 9th, 2018)

This Confirmation evidences a complete and binding agreement between Dealer and Counterparty as to the terms of the Transaction to which this Confirmation relates and supersedes all prior or contemporaneous written or oral communications with respect thereto. This Confirmation shall supplement, form a part of, and be subject to an agreement (the Agreement) in the form of the 1992 ISDA Master Agreement (Multicurrency Cross Border) as if Dealer and Counterparty had executed an agreement in such form (without any Schedule but with the elections set forth in this Confirmation) on the Trade Date. The Transaction hereunder shall be the sole Transaction under the Agreement. If there exists any ISDA Master Agreement between Dealer and Counterparty or any confirmation or other agreement between Dealer and Counterparty pursuant to which an ISDA Master Agreement is deemed to exist between Dealer and Counterparty then notwithstanding anything to the contrary in such ISDA Master Agreement, such c