August 24th, 2016 · Common Contracts · 467 similar Mill Road Capital II, L.P. – AGREEMENT AND PLAN OF MERGER by and among MRSK HOLD CO., MRSL MERGER CO. and SKULLCANDY, INC. Dated as of August 23, 2016 THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 23, 2016 by and among MRSK Hold Co., a Delaware corporation (“Parent”), MRSL Merger Co., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Acquisition Sub”), and Skullcandy, Inc., a Delaware corporation (the “Company”).
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 23, 2016 by and among MRSK Hold Co., a Delaware corporation (“Parent”), MRSL Merger Co., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Acquisition Sub”), and Skullcandy, Inc., a Delaware corporation (the “Company”).
July 30th, 2001 · Common Contracts · 63 similar Cb Richard Ellis Services Inc – Exhibit 17 CBRE HOLDING, INC. 16% SENIOR NOTES DUE 2011 NOTES REGISTRATION RIGHTS AGREEMENT July 20, 2001 Credit Suisse First Boston Corporation Eleven Madison Avenue New York, New York 10010-3629 Dear Sirs: CBRE Holding, Inc., a Delaware corporation...
May 11th, 1998 · Common Contracts · 34 similar Ipc Information Systems Inc – Issuer and United States Trust Company of New York, Trustee Indenture
December 18th, 2015 · Common Contracts · 29 similar Sequoia Capital China I Lp – LIMITED GUARANTEE This Limited Guarantee, dated as of December 15, 2015 (this “Limited Guarantee”), is made by Alibaba Pictures Group Limited, a company with limited liability incorporated in Bermuda (including its successors and assigns, the “Guarantor”), in favor of Bona Film Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among Mountain Tiger International Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Mountain Tiger Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands that is a subsidiary of Parent (“Merger Sub”), and the Guaranteed Party. Capitalized terms used
This Limited Guarantee, dated as of December 15, 2015 (this “Limited Guarantee”), is made by Alibaba Pictures Group Limited, a company with limited liability incorporated in Bermuda (including its successors and assigns, the “Guarantor”), in favor of Bona Film Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among Mountain Tiger International Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Mountain Tiger Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands that is a subsidiary of Parent (“Merger Sub”), and the Guaranteed Party. Capitalized terms used
December 15th, 2003 · Common Contracts · 25 similar Pacific Cma Inc – EXHIBIT 10.17(A) ---------------- THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE...
July 30th, 2001 · Common Contracts · 24 similar Cb Richard Ellis Services Inc – INDENTURE
April 15th, 1997 · Common Contracts · 18 similar RGB Computer & Video Inc – By: Franklin W. Brooks, Chairman ______________________________ TIMOTHY H. SCULLY JR. Exhibit "A" to Stock Option Agreement dated March ___, 1997
July 27th, 2001 · Common Contracts · 13 similar Malek Frederic V – Exhibit 17 WARRANT AGREEMENT THIS WARRANT AGREEMENT (the "Agreement") is made and entered into as of July 20, 2001 between CBRE Holding, Inc., a Delaware corporation (the "Company") and FS Equity Partners III, L.P., a Delaware limited partnership...
June 24th, 2005 · Common Contracts · 12 similar Royalty Holdings LLC – Page 1 of 4 REGENCY AFFILIATES, INC. STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this "Agreement") dated as of June 14, 2005 (the "Grant Date"), is between Regency Affiliates, Inc., a Delaware corporation (the "Company"), and Neil Hasson (the...
January 31st, 2006 · Common Contracts · 11 similar Lebow Bennett S – RECITALS
March 9th, 2001 · Common Contracts · 10 similar Mafco Holdings Inc – SAILS PLEDGE AGREEMENT
March 11th, 2015 · Common Contracts · 9 similar Bank Hapoalim Bm – Contract THIS WARRANT HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”), OR ANY U.S. STATE OR OTHER JURISDICTION’S SECURITIES LAWS. THIS WARRANT, AND THE SECURITIES ISSUABLE PURSUANT THERETO, MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT UNDER THE ACT WITH RESPECT TO THIS WARRANT OR THE SECURITIES ISSUABLE PURSUANT THERETO OR AN OPINION OF COUNSEL (REASONABLY SATISFACTORY TO THE COMPANY) THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF THE ACT OR ON THE TEL-AVIV STOCK EXCHANGE IN COMPLIANCE WITH REGULATION S UNDER THE ACT.
THIS WARRANT HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”), OR ANY U.S. STATE OR OTHER JURISDICTION’S SECURITIES LAWS. THIS WARRANT, AND THE SECURITIES ISSUABLE PURSUANT THERETO, MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT UNDER THE ACT WITH RESPECT TO THIS WARRANT OR THE SECURITIES ISSUABLE PURSUANT THERETO OR AN OPINION OF COUNSEL (REASONABLY SATISFACTORY TO THE COMPANY) THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF THE ACT OR ON THE TEL-AVIV STOCK EXCHANGE IN COMPLIANCE WITH REGULATION S UNDER THE ACT.
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 Friction & Heat, LLC, a Utah limited liability company with a mailing address for notice purposes of P.O. Box 2843 in Liverpool, New York 13089 ("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 Friction & Heat, LLC, a Utah limited liability company with a mailing address for notice purposes of P.O. Box 2843 in Liverpool, New York 13089 ("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."
February 8th, 2001 · Common Contracts · 8 similar GHM Inc – EXHIBIT 17 THIS WARRANT HAS BEEN ACQUIRED IN A TRANSACTION NOT INVOLVING ANY PUBLIC OFFERING AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE...
January 15th, 2009 · Common Contracts · 7 similar Shamrock Activist Value Fund L P – AGREEMENT JOINT FILING OF SCHEDULE 13D AND ALL FUTURE AMENDMENTS TO SCHEDULE 13D Each of the undersigned hereby agrees to file jointly the Statement on Schedule 13D to which this Agreement is attached, and any amendments to the Statement on Schedule 13D (the “Schedule 13D”) with respect to Common Shares of Collectors Universe, Inc. which may be deemed necessary, pursuant to Regulation 13D under the Securities Exchange Act of 1934.
Each of the undersigned hereby agrees to file jointly the Statement on Schedule 13D to which this Agreement is attached, and any amendments to the Statement on Schedule 13D (the “Schedule 13D”) with respect to Common Shares of Collectors Universe, Inc. which may be deemed necessary, pursuant to Regulation 13D under the Securities Exchange Act of 1934.
March 30th, 2001 · Common Contracts · 6 similar Creative Bakeries Inc – Exhibit 10.27 AMENDMENT AGREEMENT THIS AMENDMENT AGREEMENT is made as of this 10th day of March, 1998, between Creative Bakeries, Inc., a New York corporation ("Purchaser") and Yona Abrahami ("Seller"). All capitalized terms not defined herein shall...
February 10th, 2000 · Common Contracts · 6 similar Pegasus Investors L P – WARRANT
February 4th, 2005 · Common Contracts · 6 similar Pioneer Variable Contracts Trust /Ma/ – WILMER CUTLER PICKERING HALE and DORR LLP December 10, 2004 Pioneer Variable Contracts Trust 60 State Street Boston, MA 02109 Safeco Resource Series Trust 5069 154th Place N.E. Redmond, Washington 98052 Ladies and Gentlemen: This opinion is being... This opinion is being delivered to you in connection with the Agreement and Plan of Reorganization (the "Agreement") made as of October 29, 2004 by and between Pioneer Variable Contracts Trust, a Delaware statutory trust, on behalf of its series, Pioneer Small Cap Value II VCT Portfolio ("Acquiring Portfolio"), and Safeco Resource Series Trust, a Delaware statutory trust, on behalf of its series, Safeco Small-Cap Value Portfolio ("Acquired Portfolio"). Pursuant to the Agreement, Acquiring Portfolio will acquire all of the assets of Acquired Portfolio in exchange solely for (i) the assumption by Acquiring Portfolio of all of the Assumed Liabilities, as defined in the Agreement (the "Acquired Portfolio Liabilities"), and (ii) the issuance of Class I shares of beneficial interest of Acquiring Portfolio (the "Acquiring Portfolio Shares") to Acquired Portfolio, followed by the distribution by Acquired Portfolio, in liquidation of Acquired Portfolio, of the Acquiring Portfolio Shares to the
This opinion is being delivered to you in connection with the Agreement and Plan of Reorganization (the "Agreement") made as of October 29, 2004 by and between Pioneer Variable Contracts Trust, a Delaware statutory trust, on behalf of its series, Pioneer Small Cap Value II VCT Portfolio ("Acquiring Portfolio"), and Safeco Resource Series Trust, a Delaware statutory trust, on behalf of its series, Safeco Small-Cap Value Portfolio ("Acquired Portfolio"). Pursuant to the Agreement, Acquiring Portfolio will acquire all of the assets of Acquired Portfolio in exchange solely for (i) the assumption by Acquiring Portfolio of all of the Assumed Liabilities, as defined in the Agreement (the "Acquired Portfolio Liabilities"), and (ii) the issuance of Class I shares of beneficial interest of Acquiring Portfolio (the "Acquiring Portfolio Shares") to Acquired Portfolio, followed by the distribution by Acquired Portfolio, in liquidation of Acquired Portfolio, of the Acquiring Portfolio Shares to the
January 21st, 2000 · Common Contracts · 6 similar Saratoga Beverage Group Inc – SARATOGA BEVERAGE GROUP, INC. REGISTRATION RIGHTS AGREEMENT ----------------------- Dated as of January 5, 2000 ----------------------- TABLE OF CONTENTS
October 9th, 1996 · Common Contracts · 6 similar Family Golf Centers Inc – Seller, and
October 23rd, 2006 · Common Contracts · 4 similar Israel Corp LTD – TAG ALONG AGREEMENT WHEREAS: Tower Semiconductor Ltd. ("Tower") is an independent manufacturer of wafers whose ordinary shares are traded on the Nasdaq National Market ("Nasdaq") under the symbol "TSEM" and whose ordinary shares and certain other securities are traded on the Tel-Aviv Stock Exchange ("TASE") under the symbol "TSEM" and TIC is the largest shareholder of Tower; and
WHEREAS: Tower Semiconductor Ltd. ("Tower") is an independent manufacturer of wafers whose ordinary shares are traded on the Nasdaq National Market ("Nasdaq") under the symbol "TSEM" and whose ordinary shares and certain other securities are traded on the Tel-Aviv Stock Exchange ("TASE") under the symbol "TSEM" and TIC is the largest shareholder of Tower; and
October 16th, 2006 · Common Contracts · 4 similar Renova Media Enterprises Ltd. – SUBSCRIPTION AGREEMENT
November 9th, 2020 · Common Contracts · 4 similar Traton Se – VOTING AND SUPPORT AGREEMENT VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of November 7, 2020, by and among TRATON SE, a Societas Europaea (“Parent”), Dusk Inc., a Delaware corporation and a wholly-owned indirect Subsidiary of Parent (“Merger Subsidiary”) and the persons and entities listed on Exhibit A hereto (together with any subsequent stockholders or transferee who become Stockholders pursuant to Section 4.02, collectively the “Stockholders” and each individually a “Stockholder”).
VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of November 7, 2020, by and among TRATON SE, a Societas Europaea (“Parent”), Dusk Inc., a Delaware corporation and a wholly-owned indirect Subsidiary of Parent (“Merger Subsidiary”) and the persons and entities listed on Exhibit A hereto (together with any subsequent stockholders or transferee who become Stockholders pursuant to Section 4.02, collectively the “Stockholders” and each individually a “Stockholder”).
February 29th, 2000 · Common Contracts · 4 similar Shorewood Packaging Corp – Exhibit 17 February 16, 2000 Mr. Marc P. Shore 68 Talcott Road Rye, New York 10573 Re: Employment Agreement Dear Mark: As you know, International Paper Company, a New York corporation ("Parent"), International Paper - 37, Inc., a Delaware corporation...
May 25th, 1999 · Common Contracts · 4 similar First Commonwealth Inc – Exhibit 17 FIRST AMENDMENT TO STOCKHOLDERS RIGHTS AGREEMENT First Amendment, dated as of December 15, 1998 (the "Amendment"), to the Stockholders Rights Agreement, dated as of November 1, 1995 (the "Rights Agreement"), by and between First...
April 12th, 2004 · Common Contracts · 3 similar Reliastar Life Ins Co of New York Var Life Sep Acct I – Contract Exhibit 26-(h)(9)(a): Participation Agreement dated as of May 1, 2001 by and between ReliaStar Life Insurance Company of New York, Pilgrim Variable Products Trust and Pilgrim Securities, Inc.
Exhibit 26-(h)(9)(a): Participation Agreement dated as of May 1, 2001 by and between ReliaStar Life Insurance Company of New York, Pilgrim Variable Products Trust and Pilgrim Securities, Inc.
August 6th, 2004 · Common Contracts · 3 similar Pioneer Asset Allocation Series – SHARE PURCHASE AGREEMENT This Agreement is made as of the 12th day of July, 2004 between Pioneer Funds Distributor, Inc., a Delaware corporation ("PFD"), and Pioneer Ibbotson Moderate Allocation Fund (the "Fund"), a series of Pioneer Ibbotson Asset...
September 28th, 2006 · Common Contracts · 3 similar Shamrock Activist Value Fund III, L.P. – AGREEMENT JOINT FILING OF SCHEDULE 13D AND ALL FUTURE AMENDMENTS TO SCHEDULE 13D Each of the undersigned hereby agrees to file jointly the Statement on Schedule 13D to which this Agreement is attached, and any amendments to the Statement on Schedule 13D (the “Schedule 13D”) with respect to Common Shares of iPass Inc. which may be deemed necessary, pursuant to Regulation 13D under the Securities Exchange Act of 1934.
Each of the undersigned hereby agrees to file jointly the Statement on Schedule 13D to which this Agreement is attached, and any amendments to the Statement on Schedule 13D (the “Schedule 13D”) with respect to Common Shares of iPass Inc. which may be deemed necessary, pursuant to Regulation 13D under the Securities Exchange Act of 1934.
June 23rd, 2004 · Common Contracts · 3 similar Price Legacy Corp – EXHIBIT 17 ---------- REPAYMENT GUARANTY THIS REPAYMENT GUARANTY ("Guaranty") is made as of June 10, 2004, by Sol and Helen Price Trust dated February 20, 1970 ("Guarantor") in favor of Wells Fargo Bank, National Association ("Lender"). R E C I T A L...
January 22nd, 2001 · Common Contracts · 3 similar Ginsburg Scott K – WS = WCS (FMV-PP) ----------- FMV
June 17th, 1999 · Common Contracts · 3 similar Swisher International Group Inc – R&C DRAFT 6/10/99 ------------------------------------------------------------- ------------------- CREDIT AGREEMENT
February 8th, 2000 · Common Contracts · 3 similar Digital Dj Holdings Inc – AGREEMENT ---------
May 27th, 2010 · Common Contracts · 3 similar Aerin Lauder Zinterhofer 2008 Grantor Retained Annuity Trust – TRANSFER AGREEMENT This Transfer Agreement dated May 25, 2010 (this “Agreement”) is entered into by and among (i) Aerin Lauder Zinterhofer, in her individual capacity (“ALZ”), (ii) Richard D. Parsons, solely in his capacity as trustee of the Aerin Lauder Zinterhofer 2000 Revocable Trust referred to below (“Purchaser”), (iii) Aerin Lauder Zinterhofer and Jane Lauder, solely in their capacity as trustees of the trust under Article 2 of The Zinterhofer 2008 Descendants Trust Agreement referred to below (“Sellers”), and (iv) Aerin Lauder Zinterhofer, solely in her capacity as trustee of the trust created under The Aerin Lauder Zinterhofer 2008 Grantor Retained Annuity Trust Agreement referred to below (the “GRAT Trustee”).
This Transfer Agreement dated May 25, 2010 (this “Agreement”) is entered into by and among (i) Aerin Lauder Zinterhofer, in her individual capacity (“ALZ”), (ii) Richard D. Parsons, solely in his capacity as trustee of the Aerin Lauder Zinterhofer 2000 Revocable Trust referred to below (“Purchaser”), (iii) Aerin Lauder Zinterhofer and Jane Lauder, solely in their capacity as trustees of the trust under Article 2 of The Zinterhofer 2008 Descendants Trust Agreement referred to below (“Sellers”), and (iv) Aerin Lauder Zinterhofer, solely in her capacity as trustee of the trust created under The Aerin Lauder Zinterhofer 2008 Grantor Retained Annuity Trust Agreement referred to below (the “GRAT Trustee”).
October 27th, 2015 · Common Contracts · 3 similar Schnitzer Steel Industries Inc – CHANGE OF CONTROL SEVERANCE AGREEMENT AGREEMENT, dated as of _______ (this “Agreement”), by and between Schnitzer Steel Industries, Inc., an Oregon corporation (the “Company”), and ______ (the “Executive”).
AGREEMENT, dated as of _______ (this “Agreement”), by and between Schnitzer Steel Industries, Inc., an Oregon corporation (the “Company”), and ______ (the “Executive”).
June 5th, 1998 · Common Contracts · 2 similar Boston Celtics Limited Partnership – Credit Agreement (i)