McDermott Will & Emery Sample Contracts

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STOCK PURCHASE AGREEMENT by and among IntegraMed America, Inc., IDVC Acquisition Co., The Sellers Named Herein, The Guarantors Named Herein
Stock Purchase Agreement • August 8th, 2007 • Integramed America Inc • Services-offices & clinics of doctors of medicine • New York
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS
Voting Agreement • June 24th, 2005 • Clinical Data Inc • Laboratory analytical instruments • Delaware
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 22nd, 2023 • Enzo Biochem Inc • Services-medical laboratories • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 19, 2023, between Enzo Biochem, Inc., a New York corporation (the “Company”), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”), and JGB Collateral LLC, a Delaware limited liability company, as collateral agent for the Purchasers.

EXHIBIT 99.3 AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 7th, 2006 • Clinical Data Inc • Laboratory analytical instruments • New York
among
Agreement and Plan of Merger • March 9th, 2005 • Gardner Denver Inc • General industrial machinery & equipment
INDEMNITY AGREEMENT
Indemnity Agreement • December 23rd, 2021 • Larkspur Health Acquisition Corp. • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 20, 2021, by and between LARKSPUR HEALTH ACQUISITION CORP., a Delaware corporation (the “Company”), and each of the undersigned persons (each, an “Indemnitee”).

Household Capital Trust VI and Household International, Inc.
Underwriting Agreement • January 23rd, 2001 • Household Capital Trust Vi • Asset-backed securities • New York
RECITALS
Executive Employment Agreement • April 27th, 2007 • WCI Steel, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio
AMONG:
Shareholders Agreement • August 28th, 2007 • EdgeStone Capital Equity Fund II - US GP, L.P. • Radio & tv broadcasting & communications equipment • Ontario
UNDERWRITING AGREEMENT between PAPAYA GROWTH OPPORTUNITY CORP. I and CANTOR FITZGERALD & CO. Dated: January 13, 2022 PAPAYA GROWTH OPPORTUNITY CORP. I UNDERWRITING AGREEMENT
Underwriting Agreement • January 19th, 2022 • Papaya Growth Opportunity Corp. I • Blank checks • New York

The undersigned, Papaya Growth Opportunity Corp. I, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative” and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as the representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Cantor Fitzgerald is listed on such Schedule A any references to the Underwriters shall refer exclusively to Cantor Fitzgerald)) as follows:

WARRANT AGREEMENT between PAPAYA GROWTH OPPORTUNITY CORP. I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2022
Warrant Agreement • January 10th, 2022 • Papaya Growth Opportunity Corp. I • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2022, is by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • November 10th, 2021 • Seaport Global Acquisition II Corp. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021, by and between Seaport Global Acquisition II Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).

UNDERWRITING AGREEMENT between ELEPHANT OIL CORP. and SPARTAN CAPITAL SECURITIES, LLC, as Representative of the Several Underwriters ELEPHANT OIL CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • July 28th, 2023 • Elephant Oil Corp. • Crude petroleum & natural gas • New York

The undersigned, Elephant Oil Corp., a corporation formed under the laws of the State of Nevada (the “Company”), hereby confirms its agreement (this “Agreement”) with Spartan Capital Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

1 Exhibit 1.1 UNDERWRITING AGREEMENT
Underwriting Agreement • April 4th, 2000 • MCK Communications Inc • Telephone & telegraph apparatus • New York
EXHIBIT 4.17 ------------
Candanaigua B V • May 30th, 2000 • Beverages • New York
R E C I T A L :
Note Purchase Agreement • November 14th, 2001 • Sheffield Pharmaceuticals Inc • Pharmaceutical preparations • New York
AMONG:
Registration Rights Agreement • August 28th, 2007 • EdgeStone Capital Equity Fund II - US GP, L.P. • Radio & tv broadcasting & communications equipment • Ontario
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EXHIBIT 1.1 MICRUS CORPORATION _____ Shares Common Stock(1) UNDERWRITING AGREEMENT
Micrus Corp • May 17th, 2005 • Surgical & medical instruments & apparatus • Illinois
[Published CUSIP Number: ____________] CREDIT AGREEMENT Dated as of October 20, 2004
Credit Agreement • October 21st, 2004 • Kellwood Co • Women's, misses', and juniors outerwear • New York
UNDERWRITING AGREEMENT
Underwriting Agreement • September 24th, 2014 • Ar Capital Acquisition • Blank checks • New York

AR Capital Acquisition Corp., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, 30,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defin

REPROS THERAPEUTICS INC. (a Delaware corporation) 3,750,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • June 24th, 2013 • Repros Therapeutics Inc. • Biological products, (no disgnostic substances) • New York
as Issuer,
Indenture • January 10th, 2000 • SCV Epi Vineyards Inc • Beverages • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 21st, 2014 • 1347 Capital Corp • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of July 15, 2014, by and among 1347 Capital Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and, collectively, the “Investors”).

INDEMNITY AGREEMENT
Indemnity Agreement • March 20th, 2024 • Future Health ESG Corp. • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 19, 2024, by and between FUTURE HEALTH ESG CORP., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”).

ARTICLE I DEFINITIONS
Securities Purchase Agreement • June 15th, 2006 • Clinical Data Inc • Laboratory analytical instruments • Massachusetts
Draft 5/12/2000 FORM OF SUPPLEMENTAL INDENTURE NO. 4 CANANDAIGUA BRANDS, INC.,
Mt Veeder Corp • May 12th, 2000 • Beverages • New York
Exhibit 1.1 UNDERWRITING AGREEMENT
Underwriting Agreement • September 24th, 1999 • MCK Communications Inc • Telephone & telegraph apparatus • New York
LOAN AND SECURITY AGREEMENT Dated: AS OF JANUARY 25, 2002 by and among THE LENDERS NAMED HEREIN,
Loan and Security Agreement • May 3rd, 2002 • Velocity Express Corp • Air courier services • Illinois
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