Transaction Agreement Sample Contracts

Hennessy Advisors – Transaction Agreement (July 11th, 2018)

THIS TRANSACTION AGREEMENT is made and entered into on this 10th day of July, 2018, by and between HENNESSY ADVISORS, INC., a California corporation ("Buyer"), and BP CAPITAL FUND ADVISORS, LLC, a Delaware limited liability company ("Seller").

SAILFISH ENERGY HOLDINGS Corp – 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 (May 16th, 2018)
May 13, 2018 VIA FACSIMILE, EMAIL & HAND DELIVERY FUJIFILM Holdings Corporation 9-7-3 Akasaka, Minato-Ku Tokyo 107-0052 JAPAN Attention: General Manager Corporate Planning Div. Facsimile: 81-3-6271-1135 Re: Notice of Termination of the Transaction Agreements (As Defined Below) Dear Sir: (May 15th, 2018)

Reference is hereby made to (a) that certain Share Subscription Agreement (the Subscription Agreement), dated as of January 31, 2018, by and between Xerox Corporation, a New York corporation (XC), and FUJIFILM Holdings Corporation, a Japanese company (FH), and (b) that certain Redemption Agreement (the Redemption Agreement and together with the Subscription Agreement, the Transaction Agreements), dated as of January 31, 2018, by and among Fuji Xerox Co., Ltd., a Japanese company (FX), FH and XC. All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Transaction Agreements.

Startek – TRANSACTION AGREEMENT Dated as of January 23, 2018 by and Between STARTEK, INC. And (May 8th, 2018)
Transaction Agreement Dated as of May 6, 2018 by and Between Starbucks Corporation and Nestle S.A. (May 7th, 2018)

This TRANSACTION AGREEMENT (this Agreement), dated as of May 6, 2018, is entered into by and between Starbucks Corporation, a Washington corporation (Seller), and Nestle S.A., a societe anonyme organized under the laws of Switzerland (Buyer, and together with the Seller, the Parties, and each of the Parties, a Party).

Triangle – Stock Purchase and Transaction Agreement (April 9th, 2018)

STOCK PURCHASE AND TRANSACTION AGREEMENT, dated as of April 3, 2018 (this Agreement), by and between Triangle Capital Corporation, a Maryland corporation (Company), and Barings LLC, a Delaware limited liability company (Buyer). Each of the Company and Buyer may, from time to time, be referred to individually herein as a Party and collectively as the Parties. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Article I.

Vrio Corp. – Global Transaction Agreement (April 5th, 2018)

THIS GLOBAL TRANSACTION AGREEMENT, dated as of [*], 2018, is by and between AT&T INC., a Delaware corporation (AT&T) and VRIO CORP., a Delaware corporation (the Company). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.

Startek – EXECUTION VERSION NYDOCS02/1142212.8 TRANSACTION AGREEMENT by and Among STARTEK, INC., CSP ALPHA MIDCO PTE LTD and CSP ALPHA HOLDINGS PARENT PTE LTD Dated as of March 14, 2018 (March 15th, 2018)
Amendment No. 1 to Transaction Agreement (March 1st, 2018)

This AMENDMENT, dated as of March 1, 2018 (this "Amendment") to the Transaction Agreement (the "Agreement"), dated as of February 21, 2017, by and among The National Titanium Dioxide Company Limited ("Cristal"), Tronox Limited ("Tronox") and, solely for certain purposes, Cristal Inorganic Chemicals Netherlands Cooperatief W.A. (the "Seller" and together with Cristal and Tronox, the "Parties") is made by and among the Parties.

Everbridge, Inc. – STRICTLY CONFIDENTIAL Transaction Agreement BETWEEN UNIFIED MESSAGING SYSTEMS ASA AND EVERBRIDGE HOLDINGS LIMITED EVERBRIDGE, INC. (February 20th, 2018)

From the date of this Agreement and until the earlier of (a) completion of the Offer and (b) the termination of this Agreement, Target shall, and shall cause its subsidiaries to observe the following restrictions on their conduct save to the extent consistent with any action or matter fairly disclosed to the Offeror or its representatives prior to the entry into of this Agreement or required to be undertaken as a result of applicable law or as otherwise provided in this Agreement:

Avista Healthcare Public Acquisition Corp. – Amendment No. 3 to Transaction Agreement (January 22nd, 2018)

This AMENDMENT NO. 3 TO TRANSACTION AGREEMENT, dated as of January 21, 2018 (this Amendment), 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 (the Shareholder Representative). Capitalized terms used herein but not specifically defined herein shall have the meanings ascribed to such terms in the Transaction Agreement (as defined below).

Industrial Logistics Properties Trust – TRANSACTION AGREEMENT by and Between SELECT INCOME REIT and INDUSTRIAL LOGISTICS PROPERTIES TRUST (January 18th, 2018)

THIS TRANSACTION AGREEMENT, made as of January 17, 2018, is by and between SELECT INCOME REIT, a Maryland real estate investment trust (SIR), and INDUSTRIAL LOGISTICS PROPERTIES TRUST, a Maryland real estate investment trust (ILPT).

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").