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Transaction Agreement (November 27th, 2017)

This Transaction Agreement (referred to herein as the Agreement) is made as of this 20th day of November, 2017 (Effective Date), by and among IMSWorld Publications Ltd. (IMSWorld), IMS Health Technology Solutions Norway AS (IMS Health Norway), IMS Health GmbH & Co. OHG (IMS Health GmbH) and IQVIA Inc. (QuintilesIMS US, and collectively with IMSWorld, IMS Health Norway and IMS Health GmbH and each of their respective Affiliates, QuintilesIMS), CRA International, Inc. (CRA International) and CRA International (UK) Limited (CRA International (UK)), and collectively with CRA International and each of their respective Affiliates, CRA), and each of the four individuals identified on Exhibit A as Nos. 1, 2, 3 and 4 (collectively referred to herein as Four Former UK Employees), and the individual identified on Exhibit A as No. 5 (Former Norway Employee). Each of IMSWorld, IMS Health Norway, IMS Health GmbH, QuintilesIMS US, CRA International and CRA International (UK), the Four Former UK Empl

TRANSACTION AGREEMENT Dated as of November 21, 2017 by and Among STONE ENERGY CORPORATION, SAILFISH ENERGY HOLDINGS CORPORATION, SAILFISH MERGER SUB CORPORATION, TALOS ENERGY LLC and TALOS PRODUCTION LLC (November 21st, 2017)

This TRANSACTION AGREEMENT (this Agreement), dated as of November 21, 2017, is entered into by and among Stone Energy Corporation, a Delaware corporation (Sailfish), Sailfish Energy Holdings Corporation, a Delaware corporation and a wholly owned direct subsidiary of Sailfish (New Sailfish), Sailfish Merger Sub Corporation, a Delaware corporation and a direct wholly owned subsidiary of New Sailfish (Merger Sub), Talos Energy LLC, a Delaware limited liability company (Green Energy) and Talos Production LLC, a Delaware limited liability company (Green Production and, together with Green Energy, the Green Signing Parties). Sailfish, New Sailfish, Merger Sub, Green Energy and Green Production are referred to individually as a Party and collectively as Parties.

TRANSACTION AGREEMENT by and Among CLOPAY AMES TRUE TEMPER HOLDING CORP., as the Seller; CLOPAY PLASTIC PRODUCTS COMPANY, INC., as the Company; And BERRY GLOBAL, INC., as the Buyer Dated as of November 15, 2017 (November 21st, 2017)

This TRANSACTION AGREEMENT, dated as of November 15, 2017 (as it may be amended or supplemented from time to time in accordance with the terms hereof, this "Agreement"), is by and among Berry Global, Inc., a corporation organized under the Laws of Delaware (the "Buyer"), Clopay Ames True Temper Holding Corp., a corporation organized under the Laws of Delaware (the "Seller"), and Clopay Plastic Products Company, Inc., a corporation organized under the Laws of Delaware (the "Company").

Five Star Quality Care, Inc. – TRANSACTION AGREEMENT by and Between FIVE STAR SENIOR LIVING INC. And SENIOR HOUSING PROPERTIES TRUST NOVEMBER 8, 2017 (November 9th, 2017)

THIS TRANSACTION AGREEMENT is made as of November 8, 2017, by and between Five Star Senior Living 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.

Senior Housing Pptys Trust – TRANSACTION AGREEMENT by and Between FIVE STAR SENIOR LIVING INC. And SENIOR HOUSING PROPERTIES TRUST NOVEMBER 8, 2017 (November 9th, 2017)

THIS TRANSACTION AGREEMENT is made as of November 8, 2017, by and between Five Star Senior Living 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.

Ocwen – Transaction Agreement Dated as of July 23, 2017 by and Between New Residential Investment Corp. And Ocwen Financial Corporation (November 2nd, 2017)

TRANSACTION AGREEMENT (this "Agreement"), dated as of July 23, 2017, by and between NEW RESIDENTIAL INVESTMENT CORP., a Delaware corporation (the "Investor"), and OCWEN FINANCIAL CORPORATION, a Florida corporation (the "Company"). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Article I.

TRANSACTION AGREEMENT Dated as of September 28, 2017 Between INVESCO LTD. And GUGGENHEIM CAPITAL, LLC (October 26th, 2017)

TRANSACTION AGREEMENT (this "Agreement") dated as of September 28, 2017 between Invesco Ltd., a Bermuda corporation ("Buyer"), and Guggenheim Capital, LLC, a Delaware limited liability company ("Seller").

TRANSACTION AGREEMENT by and Among INTERNATIONAL PAPER COMPANY, GRAPHIC PACKAGING HOLDING COMPANY, GAZELLE NEWCO LLC and GRAPHIC PACKAGING INTERNATIONAL, INC. Dated as of October 23, 2017 (October 24th, 2017)

This TRANSACTION AGREEMENT, dated as of October 23, 2017 (this Agreement), is entered into by and among International Paper Company, a New York corporation (Transferor), Graphic Packaging Holding Company, a Delaware corporation (Parent), Gazelle Newco LLC, a Delaware limited liability company (Issuer) and Graphic Packaging International, Inc., a Delaware corporation (GPI).

Graphic Packaging Holding Co – Transaction Agreement (October 24th, 2017)

This TRANSACTION AGREEMENT, dated as of October 23, 2017 (this Agreement), is entered into by and among International Paper Company, a New York corporation (Transferor), Graphic Packaging Holding Company, a Delaware corporation (Parent), Gazelle Newco LLC, a Delaware limited liability company (Issuer) and Graphic Packaging International, Inc., a Delaware corporation (GPI).

Victory Energy Corp – Transaction Agreement (August 24th, 2017)

This TRANSACTION AGREEMENT (hereinafter the "Agreement") is entered into and shall become effective as of August 21, 2017, by and between VICTORY ENERGY CORPORATION, a Nevada corporation ("Victory"), and ARMACOR VICTORY VENTURES, LLC, a Delaware limited liability company ("Armacor"). Victory and Armacor are referred to individually as a "Party" and, collectively, as the "Parties."

Avista Healthcare Public Acquisition Corp. – TRANSACTION AGREEMENT AMONG ENVIGO INTERNATIONAL HOLDINGS, INC., AVISTA HEALTHCARE PUBLIC ACQUISITION CORP., AVISTA HEALTHCARE MERGER SUB, INC., AVISTA HEALTHCARE NEWCO, LLC AND JERMYN STREET ASSOCIATES LLC, SOLELY IN ITS CAPACITY AS THE SHAREHOLDER REPRESENTATIVE HEREIN Dated as of August 21, 2017 (August 22nd, 2017)

This TRANSACTION AGREEMENT, dated as of August 21, 2017 (this Agreement), is made by and among Envigo International Holdings, Inc., a Delaware corporation (the Company), Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (Parent), Avista Healthcare Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (Merger Sub), Avista Healthcare NewCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (NewCo) and Jermyn Street Associates LLC, solely in its capacity as Shareholder Representative pursuant to Section 8.6 herein (the Shareholder Representative).

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))