July 27th, 2001 · Common Contracts · 158 similar Malek Frederic V – INDENTURE
February 17th, 2004 · Common Contracts · 68 similar Dupont Alfred I Testamentary Trust – 6,000,000 Shares THE ST. JOE COMPANY COMMON STOCK, NO PAR VALUE UNDERWRITING AGREEMENT The Alfred I. duPont Testamentary Trust, a trust established under The Last Will and Testament of Alfred I. duPont (the “Selling Shareholder”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 6,000,000 shares (the “Shares”) of the Common Stock, no par value, of The St. Joe Company, a Florida corporation (the “Company”). The shares of Common Stock, no par value, of the Company (including the Shares) are hereinafter referred to as the “Common Stock.”
The Alfred I. duPont Testamentary Trust, a trust established under The Last Will and Testament of Alfred I. duPont (the “Selling Shareholder”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 6,000,000 shares (the “Shares”) of the Common Stock, no par value, of The St. Joe Company, a Florida corporation (the “Company”). The shares of Common Stock, no par value, of the Company (including the Shares) are hereinafter referred to as the “Common Stock.”
July 3rd, 2002 · Common Contracts · 41 similar Reliastar Select Life Variable Account – Contract Exhibit: 99-8(dd) Participation Agreement by and among Pioneer Variable Contracts Trust, ReliaStar Life Insurance Company, Pioneer Investment Management, Inc. and Pioneer Funds Distributor, Inc.
Exhibit: 99-8(dd) Participation Agreement by and among Pioneer Variable Contracts Trust, ReliaStar Life Insurance Company, Pioneer Investment Management, Inc. and Pioneer Funds Distributor, Inc.
July 27th, 1999 · Common Contracts · 32 similar Healey William L – RECITALS
December 7th, 2015 · Common Contracts · 31 similar SEPARATE ACCOUNT B OF VOYA INSURANCE & ANNUITY Co – PARTICIPATION AGREEMENT Voya Insurance and Annuity Company This Participation Agreement (“Agreement”), dated as of the 20 day of May, 2015, is made by and between Voya Insurance AND ANNUITY Company (“Company”), on behalf of itself and each of the separate accounts identified on Exhibit A, which is attached hereto, as the parties hereto may amend from time to time (“Variable Accounts”), DIRECTED SERVICES, LLC (“Company Distributor”). WADDELL & REED, INC. (“W&R”), distributor for Ivy Funds Variable Insurance Portfolios, and IVY FUNDS VARIABLE INSURANCE PORTFOLIOS (“Ivy Funds VIP”).
This Participation Agreement (“Agreement”), dated as of the 20 day of May, 2015, is made by and between Voya Insurance AND ANNUITY Company (“Company”), on behalf of itself and each of the separate accounts identified on Exhibit A, which is attached hereto, as the parties hereto may amend from time to time (“Variable Accounts”), DIRECTED SERVICES, LLC (“Company Distributor”). WADDELL & REED, INC. (“W&R”), distributor for Ivy Funds Variable Insurance Portfolios, and IVY FUNDS VARIABLE INSURANCE PORTFOLIOS (“Ivy Funds VIP”).
January 8th, 2001 · Common Contracts · 30 similar Best Buy Co Inc – SHAREHOLDER SUPPORT AGREEMENT This SHAREHOLDER SUPPORT AGREEMENT (this "Agreement") dated as of December 6, 2000, is by and between Best Buy Co., Inc., a Minnesota corporation ("Best Buy"), EN Acquisition Corp., a Delaware corporation ("Buyer") and a direct wholly-owned subsidiary of Best Buy and Tom F. Weyl ("Shareholder").
This SHAREHOLDER SUPPORT AGREEMENT (this "Agreement") dated as of December 6, 2000, is by and between Best Buy Co., Inc., a Minnesota corporation ("Best Buy"), EN Acquisition Corp., a Delaware corporation ("Buyer") and a direct wholly-owned subsidiary of Best Buy and Tom F. Weyl ("Shareholder").
October 15th, 1999 · Common Contracts · 29 similar Glenmede Fund Inc – EXHIBIT (d)(12) INVESTMENT ADVISORY AGREEMENT ----------------------------- Agreement made this ___ day of ________, 1999 by and between The Glenmede Fund, Inc., a Maryland corporation (the "Company"), and The Glenmede Trust Company, a Pennsylvania...
October 3rd, 2013 · Common Contracts · 27 similar Crestview Acquisition Corp. – TENDER AND SUPPORT AGREEMENT TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of September 23, 2013, is by and among VCG Holdings, LLC, a Delaware limited liability company (“Parent”), Crestview Acquisition Corp., a Delaware corporation and a wholly-owned direct or indirect subsidiary of Parent (“Merger Sub”), and the stockholder set forth on Schedule I attached hereto (“Stockholder”).
TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of September 23, 2013, is by and among VCG Holdings, LLC, a Delaware limited liability company (“Parent”), Crestview Acquisition Corp., a Delaware corporation and a wholly-owned direct or indirect subsidiary of Parent (“Merger Sub”), and the stockholder set forth on Schedule I attached hereto (“Stockholder”).
January 31st, 1997 · Common Contracts · 25 similar New Image Industries Inc – EXHIBIT 12 STOCKHOLDER AGREEMENT dated as of January 27, 1997
September 9th, 2021 · Common Contracts · 25 similar Reliability Inc – Employment Agreement This Employment Agreement (the “Agreement”) is made and entered into as of 3rd day of September, 2021, by and between Nicholas Tsahalis (the “Executive”) and Reliability, Inc., a Texas corporation, and its subsidiaries (the “Company”).
This Employment Agreement (the “Agreement”) is made and entered into as of 3rd day of September, 2021, by and between Nicholas Tsahalis (the “Executive”) and Reliability, Inc., a Texas corporation, and its subsidiaries (the “Company”).
April 15th, 1997 · Common Contracts · 18 similar RGB Computer & Video Inc – By: Franklin W. Brooks, Chairman _______________________________ JOSEPH M. STANTON Exhibit "A" to Stock Option Agreement dated April ___, 1997
May 4th, 1998 · Common Contracts · 17 similar Hein Werner Corp – Act Covered Termination Accrued Benefits Effective Date Affiliate and Associate Employer Annual Cash Compensation Good Reason Cause Normal Retirement Date Change in Control Notice of Termination Code Person Competitive Activity Termination Date
November 5th, 2001 · Common Contracts · 15 similar Icm Asset Management Inc/Wa – EXHIBIT A TO CONVERTIBLE PROMISSORY NOTE Form of Warrant This certifies that ____________________ (the "Holder") is entitled, subject to the terms and conditions of this Warrant, to purchase from SVI Solutions, Inc., a Delaware corporation (the "Company"), all or any part of an aggregate of _________ shares of the Company's authorized and unissued Common Stock, par value $.0001 (the "Warrant Stock"), at the Warrant Price (as defined herein), upon surrender of this Warrant at the principal offices of the Company, together with a duly executed subscription form in the form attached hereto as Exhibit 1 and simultaneous payment of the Warrant Price for each share of Warrant Stock so purchased in lawful money of the United States, unless exercised in accordance with the provisions of Section 2.5 of this Warrant. The Holder may exercise the Warrant at any time after the date of this Warrant and prior to the third (3rd) anniversary of the date hereof (the "Expiration Date").
This certifies that ____________________ (the "Holder") is entitled, subject to the terms and conditions of this Warrant, to purchase from SVI Solutions, Inc., a Delaware corporation (the "Company"), all or any part of an aggregate of _________ shares of the Company's authorized and unissued Common Stock, par value $.0001 (the "Warrant Stock"), at the Warrant Price (as defined herein), upon surrender of this Warrant at the principal offices of the Company, together with a duly executed subscription form in the form attached hereto as Exhibit 1 and simultaneous payment of the Warrant Price for each share of Warrant Stock so purchased in lawful money of the United States, unless exercised in accordance with the provisions of Section 2.5 of this Warrant. The Holder may exercise the Warrant at any time after the date of this Warrant and prior to the third (3rd) anniversary of the date hereof (the "Expiration Date").
August 11th, 2010 · Common Contracts · 14 similar Dreyfus Investment Funds – April 29, 2010
March 21st, 2002 · Common Contracts · 14 similar General Electric Co – as Trustee INDENTURE
December 31st, 1998 · Common Contracts · 13 similar Koger Equity Inc – 1 EXHIBIT 12 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
May 4th, 1998 · Common Contracts · 13 similar Echlin Inc – THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN PROVISIONS CONTAINED HEREIN AND TO RESALE RESTRICTIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED STOCK OPTION AGREEMENT, dated as of May 3, 1998, between Echlin Inc., a Connecticut corporation...
November 19th, 2002 · Common Contracts · 12 similar Gef Optical Investment Co LLC – EXHIBIT 12 ESSEX CORPORATION ----------------- REGISTRATION RIGHTS AGREEMENT ----------------------------- This Agreement dated as of December 12, 2001 is entered into by and among Essex Corporation, a Virginia corporation (the "Company"), and GEF...
June 12th, 2013 · Common Contracts · 12 similar Fairfax Financial Holdings LTD/ Can – VOTING AGREEMENT THIS VOTING AGREEMENT, dated as of June 2, 2013 (this “Agreement”), between Fairfax Financial Holdings Limited, a Canadian Corporation (“Parent”), and Steven L. Groot (the “Shareholder”), solely in Shareholder’s capacity as an owner of common shares, par value $0.01 per share (“Shares”) of American Safety Insurance Holdings Ltd., a Bermuda exempted limited company (the “Company”).
THIS VOTING AGREEMENT, dated as of June 2, 2013 (this “Agreement”), between Fairfax Financial Holdings Limited, a Canadian Corporation (“Parent”), and Steven L. Groot (the “Shareholder”), solely in Shareholder’s capacity as an owner of common shares, par value $0.01 per share (“Shares”) of American Safety Insurance Holdings Ltd., a Bermuda exempted limited company (the “Company”).
October 3rd, 2003 · Common Contracts · 12 similar Royalty Holdings LLC – Exhibit 12 REGENCY AFFILIATES, INC. STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this "Agreement") dated as of October 1, 2003 (the "Grant Date"), is between Regency Affiliates, Inc., a Delaware corporation (the "Company"), and Neil N. Hasson...
October 19th, 1998 · Common Contracts · 11 similar Quarterdeck Corp – 1 Exhibit 12 STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT dated October ___, 1998, among SYMANTEC CORPORATION, a Delaware corporation ("PARENT"), QUARTERDECK ACQUISITION CORPORATION, a Delaware corporation and a wholly owned Subsidiary of Parent...
March 12th, 2015 · Common Contracts · 10 similar Star NCLC Holdings Ltd. – Form of Lock-Up Agreement This Lock-Up Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) to be entered into by Norwegian Cruise Line Holdings Ltd., a Bermuda company (“Holdings”), each selling shareholder named therein (the “Selling Stockholders”), and you, with respect to the public offering (the “Offering”) of ordinary shares, par value $.001 per share, of Holdings (the “Ordinary Shares”).
This Lock-Up Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) to be entered into by Norwegian Cruise Line Holdings Ltd., a Bermuda company (“Holdings”), each selling shareholder named therein (the “Selling Stockholders”), and you, with respect to the public offering (the “Offering”) of ordinary shares, par value $.001 per share, of Holdings (the “Ordinary Shares”).
October 24th, 2003 · Common Contracts · 10 similar Manufacturers Services LTD – STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT, dated as of October 14, 2003 (this "Agreement") among CELESTICA INC., a corporation organized under the laws of the Province of Ontario, Canada ("Parent"), MSL ACQUISITION SUB INC., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Dewayne Rideout (the "Stockholder").
STOCKHOLDER AGREEMENT, dated as of October 14, 2003 (this "Agreement") among CELESTICA INC., a corporation organized under the laws of the Province of Ontario, Canada ("Parent"), MSL ACQUISITION SUB INC., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Dewayne Rideout (the "Stockholder").
January 13th, 1999 · Common Contracts · 10 similar Defiance Inc – 1 EXHIBIT 12
August 11th, 1998 · Common Contracts · 10 similar International Mezzanine Investment N V – ARTICLE I
November 23rd, 2004 · Common Contracts · 10 similar Lebow Bennett S – EXHIBIT 12 MASTER SECURITIES LOAN AGREEMENT Dated as of: November 18, 2004 Between: LeBow Gamma Limited Partnership ("Lender") and Jefferies & Company, Inc. ("Borrower") 1. APPLICABILITY. From time to time the parties hereto may enter into...
February 25th, 2015 · Common Contracts · 9 similar Affinity Mediaworks Corp – STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement") dated January 20, 2015 (the "Effective Date") is by and between Nutmeg State Realty, LLC, a Delaware limited liability company with a mailing address for notice purposes of 118 Amity Road, Suite 200 in Woodbridge, Connecticut 06525 ("Seller"), American Realty Partners, LLC, an Arizona limited liability company with a mailing address for notice purposes of 34225 N. 27th Drive Building 5 in Phoenix, Arizona 85058 ("Buyer"), and Affinity Mediaworks Corp., a Nevada corporation with a mailing address for notice purposes of 5460 Lake Road, Tully, New York 13159 (the "Company"). Seller, Buyer and the Company are collectively referred to herein as the "Parties" or singularly as a "Party."
This Stock Purchase Agreement (this "Agreement") dated January 20, 2015 (the "Effective Date") is by and between Nutmeg State Realty, LLC, a Delaware limited liability company with a mailing address for notice purposes of 118 Amity Road, Suite 200 in Woodbridge, Connecticut 06525 ("Seller"), American Realty Partners, LLC, an Arizona limited liability company with a mailing address for notice purposes of 34225 N. 27th Drive Building 5 in Phoenix, Arizona 85058 ("Buyer"), and Affinity Mediaworks Corp., a Nevada corporation with a mailing address for notice purposes of 5460 Lake Road, Tully, New York 13159 (the "Company"). Seller, Buyer and the Company are collectively referred to herein as the "Parties" or singularly as a "Party."
September 27th, 2005 · Common Contracts · 9 similar GTCR Fund Vii Lp – WILLIAM BLAIR & COMPANY, L.L.C. UNDERWRITING AGREEMENT TNS, INC. 7,780,255 Shares of Common Stock TNS, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 1,200,000 shares of common stock, par value $0.001 per share (“Stock”), of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose to sell to the Underwriters an aggregate of 6,580,255 shares of Stock. The shares of Stock to be sold by the Company are herein called the “Company Shares” and the shares of Stock to be sold by the Selling Stockholders are herein called the “Selling Stockholder Shares”, collectively, the “Underwritten Shares”. The Company also proposes to sell to the Underwriters, at the option of the Underwriters, up to an aggregate of 900,000 additional shares of Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. This
TNS, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 1,200,000 shares of common stock, par value $0.001 per share (“Stock”), of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose to sell to the Underwriters an aggregate of 6,580,255 shares of Stock. The shares of Stock to be sold by the Company are herein called the “Company Shares” and the shares of Stock to be sold by the Selling Stockholders are herein called the “Selling Stockholder Shares”, collectively, the “Underwritten Shares”. The Company also proposes to sell to the Underwriters, at the option of the Underwriters, up to an aggregate of 900,000 additional shares of Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. This
May 14th, 1998 · Common Contracts · 8 similar Analog Acquisition Corp – EXHIBIT 12 ROLLOVER AGREEMENT AGREEMENT, dated as of May 5, 1998, by and between Analog Acquisition Corp., a Delaware corporation ("Purchaser"), and the other party signatory hereto (the "Stockholder"). Capitalized terms used but not defined herein...
March 26th, 2009 · Common Contracts · 8 similar Black Leon D – SECURITIES SUBSCRIPTION AGREEMENT This Securities Subscription Agreement (the “Agreement” or the “Subscription Agreement”) is executed by [ ] (the “Subscriber”) in connection with the subscription by the Subscriber for 9% Convertible Debentures (the “Convertible Debentures”) of Environmental Solutions Worldwide, Inc., a Florida corporation (the “Company”). The Company is offering an aggregate face amount of up to $15 million (U.S.) of Convertible Debentures convertible into common stock $0.001 par value per share, of the Company (“Shares”). The terms of the Convertible Debentures, including the terms on which the Convertible Debentures may be converted into Shares, are set forth in the form of Convertible Debentures attached hereto as Exhibit A. The solicitation of this Subscription and, if accepted by the Company, the offer and sale of Convertible Debentures are being made in reliance upon the provisions of the Securities Act of 1933, as amended (the “Act”). The Convertible Debentures and the Shares issuable upon conv
This Securities Subscription Agreement (the “Agreement” or the “Subscription Agreement”) is executed by [ ] (the “Subscriber”) in connection with the subscription by the Subscriber for 9% Convertible Debentures (the “Convertible Debentures”) of Environmental Solutions Worldwide, Inc., a Florida corporation (the “Company”). The Company is offering an aggregate face amount of up to $15 million (U.S.) of Convertible Debentures convertible into common stock $0.001 par value per share, of the Company (“Shares”). The terms of the Convertible Debentures, including the terms on which the Convertible Debentures may be converted into Shares, are set forth in the form of Convertible Debentures attached hereto as Exhibit A. The solicitation of this Subscription and, if accepted by the Company, the offer and sale of Convertible Debentures are being made in reliance upon the provisions of the Securities Act of 1933, as amended (the “Act”). The Convertible Debentures and the Shares issuable upon conv
October 13th, 1995 · Common Contracts · 8 similar Wasatch Education Systems Corp /Ut/ – EXHIBIT 10.57 THE ORIGINAL COMMON STOCK WARRANT WAS ISSUED BY THE COMPANY PURSUANT TO THE LOAN AGREEMENT, DATED DECEMBER 31, 1991, APRIL 16, 1993, APRIL 25, 1993, JULY 14, 1993 AND FEBRUARY 1, 1994, BETWEEN THE COMPANY AND THE PURCHASER, AS DEFINED...
March 18th, 1997 · Common Contracts · 8 similar Pacificorp /Or/ – CHANGE IN CONTROL AGREEMENT
February 29th, 2000 · Common Contracts · 8 similar Shorewood Packaging Corp – W I T N E S S E T H: ----------
February 16th, 2007 · Common Contracts · 7 similar Glaxosmithkline PLC – TRANSACTION
May 23rd, 2016 · Common Contracts · 7 similar Price Robert E – STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is entered into as of May 10, 2016, by and among (i) Price Charities (the “Seller”), and (ii) T. Rowe Price Associates, Inc., investment adviser for and on behalf of each of the funds and accounts listed on Exhibit A, severally and not jointly (each, a “Purchaser” and, collectively, the “Purchasers”) and (iii) for the limited purpose of Article 4 and Article 6 hereof, T. Rowe Price Associates, Inc., on its own behalf (“TRPA”).
This Stock Purchase Agreement (this “Agreement”) is entered into as of May 10, 2016, by and among (i) Price Charities (the “Seller”), and (ii) T. Rowe Price Associates, Inc., investment adviser for and on behalf of each of the funds and accounts listed on Exhibit A, severally and not jointly (each, a “Purchaser” and, collectively, the “Purchasers”) and (iii) for the limited purpose of Article 4 and Article 6 hereof, T. Rowe Price Associates, Inc., on its own behalf (“TRPA”).