Wachtell, Lipton, Rosen & Katz Sample Contracts

April 13th, 2017 · Common Contracts · 1000 similar
CBS Radio Inc.CREDIT AGREEMENT Dated as of October 17, 2016 among CBS RADIO INC., as the Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and an L/C Issuer, THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME, THE...

This CREDIT AGREEMENT (this “Agreement”) is entered into as of October 17, 2016 among CBS Radio Inc., a Delaware corporation, as borrower (together with its successors and assigns, the “Borrower”), the Guarantors party hereto from time to time, JPMorgan Chase Bank, N.A. (“JPM”), as Administrative Agent, Collateral Agent, the Swing Line Lender and an L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

May 8th, 2013 · Common Contracts · 988 similar
Mallinckrodt PLCCREDIT AGREEMENT dated as of March 25, 2013 among MALLINCKRODT INTERNATIONAL FINANCE S.A., Borrower from the Effective Date, MALLINCKRODT PLC, Parent Guarantor The LENDERS Party Hereto and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, Administrative...

CREDIT AGREEMENT dated as of March 25, 2013 among MALLINCKRODT INTERNATIONAL FINANCE S.A., a public limited liability company (société anonyme), having its registered office at 3b boulevard Prince Henri, L-1724 Luxembourg, registered with the Luxembourg trade and companies register under number B.172865, the LENDERS party hereto, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent, and, from the Effective Date, MALLINCKRODT PLC.

December 2nd, 2016 · Common Contracts · 897 similar
Iberiabank CorpUNDERWRITING AGREEMENT

IBERIABANK Corporation, a Louisiana corporation (the “Company”), confirms its agreement with Keefe, Bruyette & Woods, Inc. (“KBW”), Goldman, Sachs & Co. (“GS”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom KBW and GS are acting as Representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of 3,125,000 shares (the “Firm Shares”) of the Company’s common stock, par value $1.00 per share (the “Common Stock”) in the respective amounts set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 468,750 additional shares (the “Option Shares”) of Common Stock (this “

August 2nd, 2006 · Common Contracts · 787 similar
Bluegreen CorpBLUEGREEN CORPORATION and MELLON INVESTOR SERVICES LLC Rights Agreement Dated as of July 27, 2006

Agreement, dated as of July 27, 2006, between Bluegreen Corporation, a Massachusetts corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”).

March 2nd, 2018 · Common Contracts · 589 similar
NMI Holdings, Inc.NMI Holdings, Inc. 3,700,000 Shares of Class A Common Stock, Par Value $0.01 Per Share Underwriting Agreement

NMI Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 3,700,000 shares of Class A common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 555,000 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock outstanding after giving effect to the sale of the Shares hereby are referred to herein as the “Stock”.

May 5th, 2020 · Common Contracts · 466 similar
AGREEMENT AND PLAN OF MERGER by and among WeddingWire, Inc., Wedelia Merger Sub, Corp. and XO Group Inc. Dated as of September 24, 2018 by Xo Group Inc. September 25th, 2018 Language: en Category: Agreement and Plan of Merger Exhibit_id: ex-2 Company:...

This AGREEMENT AND PLAN OF MERGER, dated as of September 24, 2018 (this “Agreement”), by and among WeddingWire, Inc., a Delaware corporation (“Parent”), Wedelia Merger Sub, Corp., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”) and XO Group Inc., a Delaware corporation (the “Company”).

March 10th, 2014 · Common Contracts · 419 similar
Bankrate, Inc.Bankrate, Inc. Common Stock, par value $0.01 per share Underwriting Agreement (the “Agreement”)

The stockholder of Bankrate, Inc., a Delaware corporation (the “Company”), named in Schedule I hereto propose severally and not jointly, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 14,000,000 shares of common stock, par value $0.01 per share (“Stock”) of the Company (collectively, the “Firm Shares”). At the election of the Underwriters, pursuant to Section 2 hereof, the Selling Stockholder proposes to sell up to 2,100,000 additional shares of Stock (collectively, the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”

May 25th, 1999 · Common Contracts · 402 similar
Whitman Corp/New/and
January 24th, 2018 · Common Contracts · 401 similar
Ingevity CorpINGEVITY CORPORATION, as Issuer, the Guarantors named herein and U.S. Bank National Association as Trustee INDENTURE Dated as of January 24, 2018 4.50% Senior Notes due 2026

INDENTURE, dated as of January 24, 2018, among Ingevity Corporation, a Delaware corporation (the “Issuer”), the Guarantors (as defined below) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

May 4th, 2010 · Common Contracts · 320 similar
Berry Plastics CorpREGISTRATION RIGHTS AGREEMENT by and among Berry Plastics Corporation and the Guarantors party hereto, and Banc of America Securities LLC as representative of the Initial Purchasers Dated as of April 30, 2010

This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 30, 2010, by and among Berry Plastics Corporation, a Delaware corporation (the “Company”), certain subsidiaries of the Company listed on Annex A-1 of the Purchase Agreement (the “Guarantors”), Banc of America Securities LLC, as representative of the Initial Purchasers (the “Representative”), has agreed to purchase, pursuant to the Purchase Agreement (as defined below), the 9 1/2% Second Priority Senior Secured Notes due 2018 (the “Initial Notes”) issued by the Company, which obligations are assumed by the Company on the date hereof. The Guarantors will fully and unconditionally guarantee (the “Initial Guarantees”), on a senior secured basis, the Company’s obligations under the Initial Notes. The Initial Notes and the Initial Guarantees are herein collectively referred to as the “Initial Securities.”

December 31st, 2008 · Common Contracts · 319 similar
Cit Group IncREGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT dated December 24, 2008 (the “Agreement”) is entered into by and between CIT Group Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon, as trustee (the “Trustee”).

November 14th, 2003 · Common Contracts · 316 similar
Seminis Inc190,000,000 10-1/4% Senior Subordinated Notes due 2013
February 28th, 2002 · Common Contracts · 274 similar
Us Bancorp \De\EXHIBIT 10.13 EMPLOYMENT AGREEMENT AGREEMENT by and between U.S. Bancorp, a Delaware corporation (the "Company") and Jerry A. Grundhofer (the "Executive"), is effective as of October 16, 2001. 1. Certain Definitions. The "Effective Date" shall mean...
February 2nd, 2010 · Common Contracts · 263 similar
Cathay General BancorpCATHAY GENERAL BANCORP (a Delaware corporation) 13,068,182 Shares of Common Stock PURCHASE AGREEMENT

the restrictions imposed by this lock-up agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Merrill Lynch waives, in writing, such extension.

May 14th, 2020 · Common Contracts · 237 similar
Penn National Gaming IncPENN NATIONAL GAMING, INC. INDENTURE Dated as of May 14, 2020 Wells Fargo Bank, National Association, as Trustee Debt Securities

Indenture dated as of May 14, 2020 between Penn National Gaming, Inc., a company incorporated under the laws of Pennsylvania(“Company”), and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States (“Trustee”).

February 29th, 2016 · Common Contracts · 230 similar
Iac/Interactivecorp300,000,000 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 21, 2012, as amended and restated as of October 7, 2015 among IAC/INTERACTIVECORP, as Borrower, THE LENDERS PARTY HERETO, and JPMORGAN CHASE BANK, N.A., as Administrative Agent...

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 21, 2012 and as amended and restated as of October 7, 2015 (as further amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”), among IAC/INTERACTIVECORP, a Delaware corporation (the “Borrower”), the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and as collateral agent for the Secured Parties (as defined herein) (in such capacities, the “Administrative Agent”) and as an Issuing Bank.

January 2nd, 2009 · Common Contracts · 219 similar
PNC Financial Services Group IncWARRANT TO PURCHASE COMMON STOCK

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.

May 29th, 2007 · Common Contracts · 210 similar
M&t Bank CorpM&T Bank Corporation Underwriting Agreement

M&T Bank Corporation, a corporation organized under the laws of New York (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $300,000,000 principal amount of its 5.375% Senior Notes due 2012 identified in Schedule I hereto (the “Securities”), to be issued under the Indenture to be dated as of May 24, 2007, between the Company and The Bank of New York, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture to be dated as of May 24, 2007 (the “First Supplemental Indenture”) between the Company and the Trustee (together, the “Indenture”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Reg

June 28th, 2018 · Common Contracts · 197 similar
Convergys CorpAGREEMENT AND PLAN OF MERGER by and among CONVERGYS CORPORATION, SYNNEX CORPORATION, DELTA MERGER SUB I, INC. and DELTA MERGER SUB II, LLC Dated as of June 28, 2018

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 28, 2018, is by and among Convergys Corporation, an Ohio corporation (the “Company”), SYNNEX Corporation, a Delaware corporation (“Parent”), Delta Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub I”) and Delta Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub II” and together with Merger Sub I, “Merger Subs”).

July 10th, 2020 · Common Contracts · 180 similar
PVH Corp. /De/REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 10, 2020, by and between PVH Corp., a Delaware corporation (the “Company”) and Barclays Capital Inc., as representative of the several initial purchasers named in Schedule I attached to the Purchase Agreement (the “Initial Purchasers”), who have agreed to purchase the Company’s 45/8% Senior Notes due 2025 (the “Initial Notes”) pursuant to the Purchase Agreement, dated July 6, 2020 (the “Purchase Agreement”), by and among the Company and the Initial Purchasers.

October 23rd, 2014 · Common Contracts · 179 similar
Td Ameritrade Holding CorpTD AMERITRADE HOLDING CORPORATION $500,000,000 3.625% Senior Notes due 2025 UNDERWRITING AGREEMENT October 17, 2014
March 17th, 2008 · Common Contracts · 160 similar
Hilltop Holdings Inc.FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AFFORDABLE RESIDENTIAL COMMUNITIES LP a Delaware limited partnership

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AFFORDABLE RESIDENTIAL COMMUNITIES LP, dated as of February 11, 2004 is entered into by and among Affordable Residential Communities Inc. (formerly known as ARC IV REIT, Inc.), a Maryland corporation (the “General Partner”) and the limited partners listed on Exhibit A hereto (each a “Limited Partner”).

September 12th, 2003 · Common Contracts · 158 similar
Payless Shoesource Inc /De/INDENTURE
July 21st, 2016 · Common Contracts · 135 similar
Joy Global IncAGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of July 21, 2016, is by and among Joy Global Inc., a Delaware corporation (the "Company"), Komatsu America Corp., a Georgia corporation (the "Parent"), Pine Solutions Inc., a Delaware corporation and wholly-owned Subsidiary of Parent ("Merger Sub" and, together with the Company and Parent, the "Parties"), and, solely for the purposes set forth on its signature page hereto, Komatsu Ltd., a Japanese joint stock company (the "Guarantor").

April 7th, 2011 · Common Contracts · 115 similar
Riviera Holdings CorpSERIES A CREDIT AGREEMENT among RIVIERA HOLDINGS CORPORATION, as Borrower, CERTAIN DOMESTIC SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, and CANTOR FITZGERALD SECURITIES, as Administrative Agent...

SERIES A CREDIT AGREEMENT, dated as of April 1, 2011 among RIVIERA HOLDINGS CORPORATION, a Nevada corporation (the “Borrower”), each of those Domestic Subsidiaries of the Borrower identified as a “Guarantor” on the signature pages hereto and such other Domestic Subsidiaries of the Borrower as may from time to time become a party hereto (such Subsidiaries, each a “Guarantor” and collectively, the “Guarantors”), the several banks and other financial institutions as are, or may from time to time become parties to this Agreement (each a “Lender” and, collectively, the “Lenders”), and Cantor Fitzgerald Securities, a New York general partnership, as administrative agent for the Lenders hereunder (including any successors, in such capacity, the “Administrative Agent” or “Agent”).

September 13th, 2018 · Common Contracts · 99 similar
Methode Electronics IncAMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 12, 2018 among METHODE ELECTRONICS, INC., as the Company, CERTAIN SUBSIDIARIES OF THE COMPANY IDENTIFIED HEREIN, as the Designated Borrowers, BANK OF AMERICA, N.A.,

This CREDIT AGREEMENT (“Agreement”) is entered into as of September 12, 2018, among METHODE ELECTRONICS, INC., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.17 (each a “Designated Borrower” and together with the Company, the “Borrowers” and each individually, a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as L/C Issuer, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

March 13th, 1997 · Common Contracts · 92 similar
Star Banc Corp /Oh/2- 3 when any supplement to the Final Prospectus is filed with the Commission and at the Closing Date (as hereinafter defined), (i) the Registration Statement as amended as of any such time, and the Final Prospectus, as amended or supplemented as of...
January 17th, 2008 · Common Contracts · 90 similar
Bea Systems IncAGREEMENT AND PLAN OF MERGER dated as of January 16, 2008 among BEA SYSTEMS, INC., ORACLE CORPORATION, and BRONCO ACQUISITION CORPORATION

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of January 16, 2008, among BEA Systems, Inc., a Delaware corporation (the “Company”), Oracle Corporation, a Delaware corporation (“Parent”), and Bronco Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).

August 9th, 2005 · Common Contracts · 85 similar
Register Com Incand
November 3rd, 1995 · Common Contracts · 85 similar
Bank of New Hampshire CorpSTOCK OPTION AGREEMENT
February 20th, 2004 · Common Contracts · 82 similar
Blackbaud IncEXHIBIT 10.13 CREDIT AGREEMENT DATED AS OF OCTOBER 13, 1999
March 17th, 2014 · Common Contracts · 81 similar
Noranda Aluminum Holding CORPNORANDA ALUMINUM HOLDING CORPORATION (a Delaware corporation) 10,000,000 Shares of Common Stock UNDERWRITING AGREEMENT
October 9th, 2013 · Common Contracts · 80 similar
NMI Holdings, Inc.REGISTRATION RIGHTS AGREEMENT

This Agreement is made pursuant to the Purchase/Placement Agreement (the “Purchase/Placement Agreement”), dated as of April 17, 2012 between the Company and FBR in connection with the purchase and sale or placement of an aggregate of 55,000,000 shares of Common Stock (plus an additional 8,250,000 shares to cover additional allotments, if any). In order to induce FBR to enter into the Purchase/Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to FBR, the Participants, and their respective direct and indirect transferees. The execution of this Agreement is a condition to the closing of the transactions contemplated by the Purchase/Placement Agreement.

November 8th, 2018 · Common Contracts · 79 similar
Virtu Financial, Inc.AGREEMENT AND PLAN OF MERGER by and among VIRTU FINANCIAL, INC. IMPALA MERGER SUB, INC. and INVESTMENT TECHNOLOGY GROUP, INC. Dated as of November 6, 2018

This AGREEMENT AND PLAN OF MERGER, dated as of November 6, 2018 (this “Agreement”), is by and among Virtu Financial, Inc., a Delaware corporation (“Parent”), Impala Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Acquirer Parties”), and Investment Technology Group, Inc., a Delaware corporation (the “Company” and together with Parent and Merger Sub, the “Parties” and each, a “Party”).

July 15th, 2003 · Common Contracts · 68 similar
Digitas Inc15,000,000 Shares DIGITAS INC. COMMON STOCK, $0.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENT