Transaction Agreement Sample Contracts

Transaction Agreement (August 8th, 2017)

This Transaction Agreement, dated August 7, 2017 (this Agreement), is entered into by and among Vantiv, Inc., a Delaware corporation (the Corporation), Vantiv Holding, LLC, a Delaware limited liability company (Holding and together with the Corporation, the Vantiv Parties), Fifth Third Bank, a bank chartered under the laws of Ohio (Fifth Third) and Fifth Third Bancorp, an Ohio corporation (Fifth Third Bancorp and together with Fifth Third, the Fifth Third Parties).

Transaction Agreement (August 8th, 2017)

This Transaction Agreement, dated August 7, 2017 (this "Agreement"), is entered into by and among Vantiv, Inc., a Delaware corporation (the "Corporation"), Vantiv Holding, LLC, a Delaware limited liability company ("Holding" and together with the Corporation, the "Vantiv Parties"), Fifth Third Bank, a bank chartered under the laws of Ohio ("Fifth Third") and Fifth Third Bancorp, an Ohio corporation ("Fifth Third Bancorp" and together with Fifth Third, the "Fifth Third Parties").

Getty Realty Corporation – Transaction Agreement (July 28th, 2017)

THIS TRANSACTION AGREEMENT (this "Agreement"), dated as of June 18, 2017 (the "Effective Date"), is entered into by and between EMPIRE PETROLEUM PARTNERS, LLC, a Delaware limited liability company ("Empire"), and GETTY REALTY CORP., a Maryland corporation ("Getty").

TRANSACTION AGREEMENT by and Among CANTOR COMMERCIAL REAL ESTATE COMPANY, L.P., CANTOR SPONSOR, L.P., CANTOR FITZGERALD, L.P., BGC PARTNERS, INC., BGC PARTNERS, L.P., CF REAL ESTATE FINANCE HOLDINGS, L.P. And CF REAL ESTATE FINANCE HOLDINGS GP, LLC Dated as of July 17, 2017 (July 21st, 2017)

This TRANSACTION AGREEMENT, dated as of July 17, 2017 (this Agreement), is by and among (i) Cantor Commercial Real Estate Company, L.P., a Delaware limited partnership (the Partnership); (ii) Cantor Sponsor, L.P., a Delaware limited partnership (the General Partner); (iii) BGC Partners, Inc., a Delaware corporation (BGC Partners); (iv) BGC Partners, L.P., a Delaware limited partnership (together with BGC Partners, the BGC Parties, and each, a BGC Party); (v) Cantor Fitzgerald, L.P., a Delaware limited partnership (Cantor); (vi) CF Real Estate Finance Holdings, L.P., a Delaware limited partnership (NewCo); and (vii) CF Real Estate Finance Holdings GP, LLC, a Delaware limited liability company and the general partner of NewCo (the NewCo General Partner). Each of the foregoing is, with respect to the provisions to which they are bound, a Party and they collectively are the Parties.

TRANSACTION AGREEMENT Dated as of July 20, 2017 by and Between PLUG POWER INC. And WAL-MART STORES, INC. (July 21st, 2017)

This TRANSACTION AGREEMENT, dated as of July 20, 2017 (this Agreement), is by and between Plug Power Inc., a Delaware corporation (the Company), and Wal-Mart Stores, Inc., a Delaware corporation (Walmart).

TRANSACTION AGREEMENT Dated as of July 20, 2017 by and Between PLUG POWER INC. And WAL-MART STORES, INC. (July 21st, 2017)

This TRANSACTION AGREEMENT, dated as of July 20, 2017 (this Agreement), is by and between Plug Power Inc., a Delaware corporation (the Company), and Wal-Mart Stores, Inc., a Delaware corporation (Walmart).

Transaction Agreement (June 22nd, 2017)

THIS TRANSACTION AGREEMENT ("Agreement") is made as of the 10 day of April, 2017, between METROSPACES, INC. a Delaware corporation, whose address is 888 Brickell Key Drive, Suite 1102 Miami, Florida 33131 ("Buyer") and Leandro Jose Iglesias in representation of the Rest of Shareholders and himself (jointly hereinafter the "Shareholders"), on behalf of themselves and on behalf of (i) ETELIX.COM USA LLC., (collectively, the "Company"), whose address is 300 Aragon Avenue, Suite 375, Coral Gables, Florida 33134 (collectively referred to as the "Seller").

Hennessy Advisors – TRANSACTION AGREEMENT Among HENNESSY ADVISORS, INC., RAINIER INVESTMENT MANAGEMENT, LLC (May 11th, 2017)

THIS TRANSACTION AGREEMENT is made and entered into effective as of this 10th day of May, 2017 (the "Effective Date"), by and among HENNESSY ADVISORS, INC., a California corporation ("Buyer"), RAINIER INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company ("Seller"), and MANNING & NAPIER GROUP, LLC, a Delaware limited liability company and the majority owner of Seller ("Parent"). Seller and Parent are each sometimes referred to herein individually as a "Seller Party" and collectively as the "Seller Parties."

EXECUTION VERSION AMENDMENT NO. 3 AMENDMENT NO. 3, Dated as of May 2, 2017 (This "Amendment"), to the Term Loan Agreement, Dated as of October 10, 2014 (As Amended by That Certain Amendment No. 1, Dated as of August 26, 2015 and That Certain Amendment No. 2, Dated as of March 24, 2016, and as the Same May Be Further Amended, Restated, Amended and Restated, Supplemented or Otherwise Modified From Time to Time, the "Term Loan Agreement"), Among FMC Corporation, a Delaware Corporation (The "Company"), Certain of the Company's Subsidiaries From Time to Time Party Thereto as Borrowers (Together Wit (May 2nd, 2017)
Amendment No. 2 to the Transaction Agreement (May 1st, 2017)

THIS AMENDMENT NO. 2 (this Amendment), dated as of April 30, 2017, to the Transaction Agreement, dated December 6, 2016 and amended by Amendment No. 1 dated February 23, 2017 (as amended, the Transaction Agreement), is by and between Verizon Communications Inc. and Equinix, Inc. Capitalized terms used in this Amendment but not otherwise defined herein will have the respective meanings assigned to them in the Transaction Agreement.

Debt Transaction Agreement (April 28th, 2017)

This DEBT TRANSACTION AGREEMENT, dated as of April 25, 2017 (this Agreement), is entered into by and among Arconic Inc., a Pennsylvania corporation (Arconic), Citigroup Global Markets Inc. (Citi), and Credit Suisse Securities (USA) LLC (Credit Suisse, and together with Citi, the Investment Entities).

TRANSACTION AGREEMENT BY AND BETWEEN E. I. Du Pont De Nemours and Company AND FMC Corporation Dated as of March 31, 2017 (April 25th, 2017)

Transaction Agreement, dated as of March 31, 2017 (this "Agreement"), by and between E. I. du Pont de Nemours and Company, a Delaware corporation ("Descartes") and FMC Corporation, a Delaware corporation ("Fermat").

Dated April 13, 2017 Nexvet Biopharma Public Limited Company Zoetis Inc. Zoetis Belgium S.A., Transaction Agreement (April 18th, 2017)
Innocoll Holdings plc – INNOCOLL HOLDINGS PLC, GURNET POINT L.P. (Acting Through Its General Partner, Waypoint International GP LLC) and LOUGH REE TECHNOLOGIES LIMITED TRANSACTION AGREEMENT (April 6th, 2017)

INNOCOLL HOLDINGS PUBLIC LIMITED COMPANY a company incorporated in Ireland with registered number 544604 having its registered office at Unit 9, Block D, Monksland Business Park, Monksland, Athlone, County Roscommon, Ireland (hereinafter called "Innocoll"),

TRANSACTION AGREEMENT Dated as of April 4, 2017 by and Between PLUG POWER INC. And AMAZON.COM, INC. (April 5th, 2017)

This TRANSACTION AGREEMENT, dated as of April 4, 2017 (this Agreement), is by and between Plug Power Inc., a Delaware corporation (the Company), and Amazon.com, Inc., a Delaware corporation (Amazon).

TRANSACTION AGREEMENT Dated as of April 4, 2017 by and Between PLUG POWER INC. And AMAZON.COM, INC. (April 5th, 2017)

This TRANSACTION AGREEMENT, dated as of April 4, 2017 (this Agreement), is by and between Plug Power Inc., a Delaware corporation (the Company), and Amazon.com, Inc., a Delaware corporation (Amazon).

1414958.12a-Nycsr03a - MSW TRANSACTION AGREEMENT BY AND BETWEEN E. I. Du Pont De Nemours and Company AND FMC Corporation _______________________ Dated as of March 31, 2017 (April 4th, 2017)
Kornit Digital Ltd. – TRANSACTION AGREEMENT Dated as of January 10, 2017 by and Between KORNIT DIGITAL LTD. And (March 30th, 2017)

This TRANSACTION AGREEMENT, dated as of January 10, 2017 (this "Agreement"), is by and between Kornit Digital Ltd., an Israeli limited company (the "Company"), and Amazon.com, Inc., a Delaware corporation ("Amazon").

Transaction Agreement (March 15th, 2017)

This Transaction Agreement (this "Agreement") is entered into as of December 28, 2016 (the "Effective Date") by and among 356 Royalty Inc., a company organized under the laws of Delaware having a principal place of business at 6154 Nancy Ridge Drive, San Diego, CA 92121 ("Arena"), Eisai Inc., a company organized under the laws of Delaware having a principal place of business at 100 Tice Blvd., Woodcliff Lake, New Jersey 07677 ("ESI"), and Eisai Co., Ltd., a company organized under the laws of Japan having a principal place of business at 4-6-10 Koishikawa Bunkyo-ku, Tokyo, Japan, 112-88 ("ECL"). "Eisai" shall mean (a) ESI, with respect to all rights and obligations of Eisai under this Agreement with respect to the ESI Territory (as defined below) and (b) ECL, with respect to all rights and obligations of Eisai under this Agreement with respect to the ECL Territory (as defined below). Each of Arena and Eisai may be referred to in this Agreement individually as a "Party" and collective

Merger and Sponsorship Transaction Agreement (March 7th, 2017)

This MERGER AND SPONSORSHIP TRANSACTION AGREEMENT (hereinafter called this "Agreement"), dated as of March 6, 2017, is by and among TerraForm Power, Inc., a Delaware corporation (the "Company"), Orion US Holdings 1 L.P., a Delaware limited partnership ("Sponsor"), and BRE TERP Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of Sponsor ("Merger Sub"), with the Company and Merger Sub sometimes being hereinafter collectively referred to as the "Constituent Corporations").

Pace Holdings Corp. – Amendment No. 1 to Transaction Agreement (February 7th, 2017)

This AMENDMENT NO. 1 TO TRANSACTION AGREEMENT, dated as of February 6, 2017 (this Amendment), is made by and among Playa Hotels & Resorts B.V., a Dutch private limited liability company (the Company), Pace Holdings Corp., a Cayman Islands exempted company (Parent), Porto Holdco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkeid) (Holdco), and New Pace Holdings Corp., a Cayman Islands exempted company (New Pace). Capitalized terms used herein but not specifically defined herein shall have the meanings ascribed to such terms in the Transaction Agreement (as defined below).

Pace Holdings Corp. – Amendment No. 1 to Transaction Agreement (February 7th, 2017)

This AMENDMENT NO. 1 TO TRANSACTION AGREEMENT, dated as of February 6, 2017 (this Amendment), is made by and among Playa Hotels & Resorts B.V., a Dutch private limited liability company (the Company), Pace Holdings Corp., a Cayman Islands exempted company (Parent), Porto Holdco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkeid) (Holdco), and New Pace Holdings Corp., a Cayman Islands exempted company (New Pace). Capitalized terms used herein but not specifically defined herein shall have the meanings ascribed to such terms in the Transaction Agreement (as defined below).

Madison Square Garden Co – TRANSACTION AGREEMENT Dated as of January 31, 2017 Among MSG TG, LLC, TG MERGER SUB, LLC, the Persons Identified on the Signature Pages Hereto as MANAGEMENT SELLERS, the Persons Identified on the Signature Pages Hereto as ROLLOVER HOLDCO MEMBERS, the Persons Identified on the Signature Pages Hereto as DIRECT ROLLOVER MEMBERS, the Persons Identified on the Signature Pages Hereto as GROUP ENTITIES, TG ROLLOVER HOLDCO LLC, TAO GROUP HOLDINGS LLC, TAO GROUP INTERMEDIATE HOLDINGS LLC, TAO GROUP OPERATING LLC, TAO GROUP MANAGEMENT LLC, TG MEMBER REPRESENTATIVE LLC, as Member Representative, Solely W (February 1st, 2017)

TRANSACTION AGREEMENT (this Agreement), dated as of January 31, 2017, by and among MSG TG, LLC, a Delaware limited liability company (Parent), TG MERGER SUB, LLC, a Delaware limited liability company (Parent Merger Sub), the persons identified on the signature pages hereto as Management Sellers (each, a Management Seller and, collectively, Management Sellers), the persons identified on the signature pages hereto as Rollover Holdco Members (together with the Management Sellers, each, a Rollover Holdco Member and, collectively, Rollover Holdco Members), the persons identified on the signature pages hereto as Direct Rollover Members (each, a Direct Rollover Member and, collectively, Direct Rollover Members), the persons identified on Annex A as Group Entities (each (including, from and after the consummation of the Restructuring, ManagementCo), a Group Entity and, collectively, the Group Entities), TG ROLLOVER HOLDCO LLC, a Delaware limited liability company (Rollover Holdco), TAO GROUP H

Transaction Agreement (February 1st, 2017)

Transaction Agreement among Cilag Holding AG, Janssen Holding GmbH, Actelion Ltd and Johnson & Johnson (solely for purposes of Article 12.1(a))

Amendment No. 1 to Transaction Agreement (January 23rd, 2017)

THIS AMENDMENT NO. 1 TO TRANSACTION AGREEMENT (this "Amendment") is dated effective as of January 20, 2017 by and among CVR Partners, LP, a Delaware limited partnership (the "Partnership"), Coffeyville Resources, LLC, a Delaware limited liability company (the "Sole Member"), Rentech, Inc., a Colorado corporation (the "Target Parent"), Rentech Nitrogen Holdings, Inc., a Delaware corporation ("Holdings"), and DSHC, LLC, a Delaware limited liability company ("DSHC" and, together with the Target Parent and Holdings, the "Partnership Unitholders"), as holders of outstanding Common Units of the Partnership.

Aceto Corporation – Transaction Agreement AMENDMENT AND Waiver (December 21st, 2016)

This Transaction Agreement Amendment and Waiver (this "Amendment and Waiver") is dated as of December 21, 2016, (i) by and among, for the purposes of Article I, Article III, Article IV and Article V hereof, Rising Health, LLC (f/k/a Romeo Charlie Acquisition I, LLC), a Delaware limited liability company ("Purchaser I"), Acetris Health, LLC (f/k/a Romeo Charlie Acquisition II, LLC), a Delaware limited liability company ("Purchaser II", and together with Purchaser I, "Purchasers"), and Vimal Kavuru in his capacity as Agent ("Agent") and (ii) by and between, for the purposes of Article II and Article V hereof, Rising Pharmaceuticals, Inc., a Delaware corporation ("Company"), and Vimal Kavuru in his individual capacity ("Executive"). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Product Purchase Agreement (as defined below); provided, that all capitalized terms used in Article II but not otherwise defined herein shall have the m

TRANSACTION AGREEMENT Between VERIZON COMMUNICATIONS INC. And EQUINIX, INC. Dated as of December 6, 2016 (December 6th, 2016)

This Transaction Agreement (this Agreement), dated December 6, 2016, is between Verizon Communications Inc., a Delaware corporation (Seller), and Equinix, Inc., a Delaware corporation (Acquiror).

Emerson Electric – TRANSACTION AGREEMENT Dated as of July 29, 2016 Among EMERSON ELECTRIC CO., CORTES NP HOLDINGS, LLC, CORTES NP ACQUISITION CORPORATION, ASCO POWER GP, LLC and CORTES NP JV HOLDINGS, LLC (November 16th, 2016)

This AGREEMENT (this "Agreement") dated as of July 29, 2016 among Emerson Electric Co., a Missouri corporation ("Seller"), Cortes NP JV Holdings, LLC, a Delaware limited liability company ("Holdings"), Cortes NP Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdings ("Parent"), Cortes NP Acquisition Corporation, a Delaware corporation and a wholly owned Subsidiary of Parent ("Buyer"), and ASCO Power GP, LLC, a Delaware limited liability company and wholly owned Subsidiary of Parent ("ASCO GP LLC").

Medicines Company (The) – Other Transaction Agreement (Ota) Between the Medicines Company 8 Sylvan Way Parsippany, New Jersey, 07054 and the United States of America Department of Health and Human Services Assistant Secretary for Preparedness and Response (October 27th, 2016)

This Agreement is entered into between the United States of America, hereinafter called the Government, represented by the Department of Health and Human Services (DHHS) and The Medicines Company, pursuant to and under U.S. Federal law.

Liberty Expedia Holdings, Inc. – Amended and Restated Transaction Agreement (September 23rd, 2016)

This Amended and Restated Transaction Agreement (this Agreement), dated as of September 22, 2016, is entered into by and among Liberty Interactive Corporation, a Delaware corporation (Liberty), Liberty Expedia Holdings, Inc., a Delaware corporation and wholly owned subsidiary of Liberty (Splitco), Barry Diller, an individual (Diller), John C. Malone, an individual (Malone), and Leslie Malone, an individual (Mrs. Malone and together with Malone, the Malone Group) and amends and restates in its entirety that certain Transaction Agreement, dated as of March 24, 2016 (the Original Transaction Agreement), entered into by and among Liberty, Splitco, Diller and the Malone Group.

Fleetmatics Group plc – Dated August 22, 2016 Fleetmatics Group Plc, Verizon Business International Holdings B.V. And Verizon Communications Inc., Amendment No. 1 to Transaction Agreement (August 26th, 2016)

THIS AMENDMENT NO. 1 (this Amendment), to the Transaction Agreement (the Transaction Agreement), dated as of July 30, 2016, by and among Fleetmatics Group PLC, a public limited company incorporated in Ireland (Fleetmatics), Verizon Communications Inc., a Delaware corporation (Verizon), and Verizon Business International Holdings B.V., a private limited liability company incorporated under the laws of the Netherlands (Bidco), is entered into as of August 22, 2016.

Fleetmatics Group plc – Dated July 30, 2016 Fleetmatics Group Plc, Verizon Business International Holdings B.V. And Verizon Communications Inc., Transaction Agreement (August 1st, 2016)
Senior Housing Pptys Trust – TRANSACTION AGREEMENT by and Among FIVE STAR QUALITY CARE, INC. And SENIOR HOUSING PROPERTIES TRUST JUNE 29, 2016 (July 1st, 2016)

THIS TRANSACTION AGREEMENT is made June 29, 2016, by and among Five Star Quality Care, Inc., a Maryland corporation (FVE), on behalf of itself and its subsidiaries, and Senior Housing Properties Trust, a Maryland real estate investment trust (SNH), on behalf of itself and its subsidiaries.

Five Star Quality Care, Inc. – TRANSACTION AGREEMENT by and Among FIVE STAR QUALITY CARE, INC. And SENIOR HOUSING PROPERTIES TRUST JUNE 29, 2016 (July 1st, 2016)

THIS TRANSACTION AGREEMENT is made June 29, 2016, by and among Five Star Quality Care, Inc., a Maryland corporation (FVE), on behalf of itself and its subsidiaries, and Senior Housing Properties Trust, a Maryland real estate investment trust (SNH), on behalf of itself and its subsidiaries.

Third Amendment to Transaction Agreement (May 27th, 2016)

This Third Amendment to the Transaction Agreement (this "Amendment"), dated May 25, 2016, is by and among The Procter & Gamble Company, an Ohio corporation ("Parent"), Galleria Co., a Delaware corporation ("SplitCo"), Coty Inc., a Delaware corporation ("Acquiror"), and Green Acquisition Sub Inc., a Delaware corporation ("Merger Sub"), and amends that certain Transaction Agreement, dated July 8, 2015 and amended August 13, 2015 and February 19, 2016, by and among Parent, SplitCo, Acquiror and Merger Sub (the "Agreement") and certain deliveries to be made thereunder, all as contemplated by Section 10.06 of the Agreement. The capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.