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 | 2006 |
Advisory Agreement
Advisory Agreement (26K)
Doc #2534817: Click preview link for longer preview.
ADVISORY AGREEMENT
This Advisory Agreement (this �Agreement�) is made and entered into as of December 1, 2005 (the �Effective Date�), by and among Avago Technologies Limited, a Singapore public limited company (the �Company�), Avago Technologies International Sales Pte. Limited, a Singapore private limited company (�HQCO�), Kohlberg Kravis Roberts & Co., L.P., a Delaware limited partnership (�KKR�), and Silver Lake Management Company, L.L.C., a Delaware limited liability company (�SilverLake� and together with KKR, the �Advisors�). Certain defined terms . . .
2534817
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Agilent
As referenced in this Advisory Agreement:
Agilent Technologies, Inc. – the Advisors, or their respective designees, a fee in the amount of $17,500,000 for the services rendered by such Advisor in connection with the acquisition (the Acquisition) of Agilent Technologies, Inc. s Semiconductor Product Group (the Business) as contemplated by the Asset Purchase Agreement, dated as of August 14, 2005, as amended, among the Company and Agilent Technologies, Inc., including the
_____________
Agilent Technologies, Inc. – Acquisition) of Agilent Technologies, Inc.s Semiconductor Product Group (the Business) as contemplated by the Asset Purchase Agreement, dated as of August 14, 2005, as amended, among the Company and Agilent Technologies, Inc. , including the evaluation, negotiation, documentation, financing and closing of the Acquisition. Each Advisors fee will be payable to such Advisor or its designee by wire transfer of immediately available
_____________
dt 1611591
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| 2004 |
Agreement and Plan of Merger
Agreement and Plan of Merger (220K)
Doc #1447109: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
dated as of January 14, 2004
between
J.P. MORGAN CHASE & CO.
and
BANK ONE CORPORATION
TABLE OF CONTENTS
Page
ARTICLE I THE MERGER
1
1.1. Effective Time of the Merger
1
. . .
1447109
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 Bank One
As referenced in this Agreement and Plan of Merger:
BANK ONE CORP – 3 y93579exv2w1.htm AGREEMENT AND PLAN OF MERGER
Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
dated as of January 14, 2004
between
J.P. MORGAN CHASE & CO.
and
BANK ONE CORP ORATION
TABLE OF CONTENTS
Page
ARTICLE I THE MERGER
1
1.1. Effective Time of the Merger
1
1.2. Closing
2
1.3. Effects of the Merger
2
1.
_____________
BANK ONE CORP – 3.1
(b)
vii
AGREEMENT AND PLAN OF MERGER dated as of January 14, 2004 (this Agreement) between J.P. MORGAN CHASE & CO., a Delaware corporation (JPMorgan Chase), and BANK ONE CORP ORATION, a Delaware corporation (Bank One).
WHEREAS, the Boards of Directors of JPMorgan Chase and Bank One have approved, and deem it advisable and in the best interests of their
_____________
Bank One Corp – Stock were reserved for issuance upon the exercise or payment of outstanding stock options, stock units or other awards or pursuant to Bank Ones dividend reinvestment and stock purchase plan, Bank One Corp oration Stock Performance Plan, Bank One Corporation Director Stock Plan, Bank One Corporation Deferred Compensation Plan and Bank One Employee Stock Purchase Plan (such stock options, units and other awards
_____________
Bank One Corp – the exercise or payment of outstanding stock options, stock units or other awards or pursuant to Bank Ones dividend reinvestment and stock purchase plan, Bank One Corporation Stock Performance Plan, Bank One Corp oration Director Stock Plan, Bank One Corporation Deferred Compensation Plan and Bank One Employee Stock Purchase Plan (such stock options, units and other awards and plans, collectively, the Bank One
_____________
Bank One Corp – stock options, stock units or other awards or pursuant to Bank Ones dividend reinvestment and stock purchase plan, Bank One Corporation Stock Performance Plan, Bank One Corporation Director Stock Plan, Bank One Corp oration Deferred Compensation Plan and Bank One Employee Stock Purchase Plan (such stock options, units and other awards and plans, collectively, the Bank One Stock Plans), and 61,800,269
_____________
dt 1686167
;
J.P. Morgan
As referenced in this Agreement and Plan of Merger:
J.P. Morgan Securities Inc – is or will be entitled to any brokers or finders fee or any other similar commission or fee in connection with any of the transactions contemplated by this Agreement, except J.P. Morgan Securities Inc ., and JPMorgan Chase agrees to indemnify Bank
28
One and to hold Bank One harmless from and against any and all claims, liabilities or obligations with respect to any
_____________
J.P. Morgan Securities Inc – or statement alleged to have been made by JPMorgan Chase or its affiliates.
(s) Opinion of JPMorgan Chase Financial Advisor. JPMorgan Chase has received the opinion of its financial advisor, J.P. Morgan Securities Inc ., dated the date of this Agreement, to the effect that the Exchange Ratio is fair, from a financial point of view, to JPMorgan Chase.
(t) Investment Adviser Subsidiaries; Funds;
_____________
dt 1677276
;
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JPMorgan Chase
As referenced in this Agreement and Plan of Merger:
JPMorgan Chase, Bank – any cash in lieu of fractional shares of JPMorgan Chase Common Stock and any dividends or distributions with respect to JPMorgan Chase Common Stock.
6
(g) No Liability. None of JPMorgan Chase, Bank One or the Surviving Corporation shall be liable to any holder of shares of Bank One Common Stock for shares of JPMorgan Chase Common Stock (or dividends or distributions with
_____________
JPMorgan Chase Bank, – other awards or pursuant to JPMorgan Chases dividend reinvestment plan, Value Shares, Success Shares and Vision Shares Plans, the Deferred Compensation Plan for Non-Employee Directors of JPMorgan Chase and JPMorgan Chase Bank, the Post-Retirement Compensation Plan for Non-Employee Directors, JPMorgan Chases Employee Stock Purchase Plan, the Deferred Compensation Plan of JPMorgan Chase and Participating Companies, the JPMorgan Chase 1996
_____________
dt 1695870
;
 Simpson Thacher
As referenced in this Agreement and Plan of Merger:
Simpson Thacher – to be satisfied on the Closing Date), unless another time or date is agreed to in writing by the parties hereto. The Closing shall be held at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, unless another place is agreed to in writing by the parties hereto.
1.3. Effects of the Merger.
_____________
Simpson Thacher – behalf of Bank One by the Chief Executive Officer and Chief Financial Officer of Bank One to such effect.
(c) Tax Opinion. JPMorgan Chase shall have received the opinion of Simpson Thacher & Bartlett LLP, counsel to JPMorgan Chase, dated the Closing Date, to the effect that the Merger will be treated for Federal income tax purposes as a reorganization within
_____________
Simpson Thacher – Chase, to
J.P. Morgan Chase & Co.
270 Park Avenue
New York, New York 10017
Attention: William H. McDavid, Esq.
Telecopy No.: (212) 270-4288
with a copy to
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Attention: Richard I. Beattie, Esq.
Lee Meyerson, Esq.
Telecopy No.: (212) 455-2502
and
55
(b) if to
_____________
dt 1681289
;
Wachtell Lipton
As referenced in this Agreement and Plan of Merger:
Wachtell, Lipton – by the Chairman and Chief Executive Officer and the Chief Financial Officer of JPMorgan Chase to such effect.
50
(c) Tax Opinion. Bank One shall have received the opinion of Wachtell, Lipton , Rosen & Katz, counsel to Bank One, dated the Closing Date, to the effect that the Merger will be treated for Federal income tax purposes as a reorganization within
_____________
Wachtell, Lipton – and
55
(b) if to Bank One, to
Bank One Corporation
1 Bank One Plaza
Chicago, Illinois 60670
Attention: Joan Guggenheimer
Telecopy No.: (312) 732-8428
with a copy to
Wachtell, Lipton , Rosen & Katz
51 West 52nd Street
New York, New York 10019
Attention: Edward D. Herlihy, Esq.
Craig M. Wasserman, Esq.
Lawrence S. Makow, Esq.
Telecopy No.: (212) 403-
_____________
dt 1691264
|
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| 2000 |
Agreement and Plan of Merger
Agreement and Plan of Merger (236K)
Doc #1447748: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
DATED AS OF SEPTEMBER 12, 2000
BETWEEN
THE CHASE MANHATTAN CORPORATION
AND
J.P. MORGAN & CO. INCORPORATED
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
. . .
1447748
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Chase
As referenced in this Agreement and Plan of Merger:
Chase Corporation, – Act of 1933 applies. The shares represented by this certificate
may only be transferred in accordance with the terms of an
agreement dated , 20 between the registered
holder hereof and Chase Corporation, a copy of which agreement is
on file at the principal offices of Chase Corporation."
D. The undersigned also understands that unless the transfer by the
undersigned of the
_____________
Chase Corporation. – accordance with the terms of an
agreement dated , 20 between the registered
holder hereof and Chase Corporation, a copy of which agreement is
on file at the principal offices of Chase Corporation. "
D. The undersigned also understands that unless the transfer by the
undersigned of the undersigned's Chase Securities has been registered under the
Act or is a sale made
_____________
dt 1662323
;
Chase Manhattan
As referenced in this Agreement and Plan of Merger:
Chase Manhattan Bank – duly elected to become, and meets the
applicable requirements for qualification as, a financial holding company
pursuant to Section 4(l) of the
<PAGE> 26
BHC Act. The Chase Manhattan Bank ("Chase Bank") is a wholly-owned Subsidiary of
Chase and a banking corporation organized under the laws of the State of New
York. Each of Chase and its Significant
_____________
dt 1666589
;
|
Chase Securities
As referenced in this Agreement and Plan of Merger:
Chase Securities Inc – will be entitled to any broker's or
finder's fee or any other similar commission or fee in connection with any of
the transactions contemplated by this Agreement, except Chase Securities Inc .,
and Chase agrees to indemnify Morgan and to hold Morgan harmless from and
against any and all claims, liabilities or obligations with respect to any other
fees, commissions or
_____________
Chase Securities Inc – of any act or
statement alleged to have been made by Chase or its affiliates.
(u) Opinion of Chase Financial Advisor. Chase has received the opinion
of its financial advisor, Chase Securities Inc ., dated the date of this
Agreement, to the effect that the Exchange Ratio is fair, from a financial point
of view, to Chase and the holders of Chase Common
_____________
dt 1680496
;
J.P. Morgan
As referenced in this Agreement and Plan of Merger:
J.P. Morgan Securities
Inc – will be entitled to any broker's or
finder's fee or any other similar commission or fee in connection with any of
the transactions contemplated by this Agreement, except J.P. Morgan Securities
Inc ., and Morgan agrees to indemnify Chase and to hold Chase harmless from and
against any and all claims, liabilities or obligations with respect to any other
fees, commissions or
_____________
dt 1677279
;
Simpson Thacher
As referenced in this Agreement and Plan of Merger:
Simpson Thacher – to be
satisfied on the Closing Date), unless another time or date is agreed to in
writing by the parties hereto. The Closing shall be held at the offices of
Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New York 10017,
unless another place is agreed to in writing by the parties hereto.
1.3. Effects of the Merger. At
_____________
Simpson Thacher – certificate signed on behalf of Morgan by the Chief Executive Officer
and Chief Financial Officer of Morgan to such effect.
(c) Tax Opinion. Chase shall have received the opinion of
Simpson Thacher & Bartlett, counsel to Chase, dated the Closing Date, to the
effect that the Merger will be treated for Federal income tax purposes as a
reorganization within the meaning
_____________
Simpson Thacher – lt;PAGE> 57
The Chase Manhattan Corporation
270 Park Avenue
New York, N.Y. 10017
Attention: William H. McDavid, Esq.
Telecopy No.: (212) 270-4288
with a copy to
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, N.Y. 10017
Attention: Richard I. Beattie, Esq.
Lee Meyerson, Esq.
Telecopy No.: (212) 455-2502
and
(b) if to Morgan, to
_____________
dt 1681290
|
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| 2009 | | | |
Preview
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| 2007 |
Asset Purchase Agreement
Asset Purchase Agreement (127K)
Doc #2812796: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (the "AGREEMENT") is entered into as of
February 8, 2007 by and among Skilled Healthcare Group, Inc., a Delaware
corporation, (the "BUYER"); Raymore Care Center LLC (doing business as Raymore
Health Care), a Missouri limited liability company, Blue River Care Center LLC
(doing business as Blue River Care Center), a Missouri limited liability
company, MLD Healthcare LLC (doing business as Cameron Manor), a Missouri
limited liability company, Blue River Real Estate LLC, a . . .
2812796
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Latham & Watkins
As referenced in this Asset Purchase Agreement:
Latham & Watkins – to Buyer, to:
Skilled Healthcare Group, Inc.
27442 Portola Parkway, Suite 200
Foothill Ranch, CA 92610
Attention: General Counsel
33
{PAGE}
with a copy (which shall not constitute notice) to:
Latham & Watkins LLP
650 Town Center Drive, 20th Floor
Costa Mesa, CA 92626
Attention: David C. Meckler
or at such other address as may have been furnished by such person in
_____________
dt 1700075
|
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Full Doc
| 2007 |
Bridge Loan Agreement
Bridge Loan Agreement (309K)
Doc #2721150: Click preview link for longer preview.
U.S. $350,000,000
BRIDGE LOAN AGREEMENT
Dated as of December 1, 2006
among
IPSCO Finance GP,
as Borrower,
IPSCO Inc.,
as Parent,
The Guarantors Party Hereto,
BANK OF AMERICA, N.A. (CANADA BRANCH),
as Administrative Agent,
and
The Other Lenders Party Hereto
BANC OF AMERICA SECURITIES LLC and J.P. MORGAN SECURITIES INC.,
as Joint Lead Arrangers and Joint Bookrunning Managers
TABLE OF CONTENTS
Section
Table of Contents
Page
. . .
2721150
|
BofA Securities
As referenced in this Bridge Loan Agreement:
BANC OF AMERICA SECURITIES LLC – among
IPSCO Finance GP,
as Borrower,
IPSCO Inc.,
as Parent,
The Guarantors Party Hereto,
BANK OF AMERICA, N.A. (CANADA BRANCH),
as Administrative Agent,
and
The Other Lenders Party Hereto
BANC OF AMERICA SECURITIES LLC and J.P. MORGAN SECURITIES INC.,
as Joint Lead Arrangers and Joint Bookrunning Managers
TABLE OF CONTENTS
Section
Table of Contents
Page
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
1.
_____________
Banc of America Securities LLC – or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity, or an Affiliate of an entity, that administers or manages a Lender.
Arrangers means Banc of America Securities LLC and J.P. Morgan Securities Inc., in their capacities as joint lead arrangers and joint bookrunning managers.
Assignee Group means two or more Eligible Assignees that are Affiliates of
_____________
dt 1706272
;
|
BNY
As referenced in this Bridge Loan Agreement:
Bank of New York – average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate
_____________
dt 1726958
;
JPMorgan Chase
As referenced in this Bridge Loan Agreement:
JPMORGAN CHASE BANK, – Title:
Vice President
S-3
BANK OF AMERICA, N.A., ACTING THROUGH ITS CANADA BRANCH
as a Lender
By:
/ s / Nelson Lam
Name:
Nelson Lam
Title:
Vice President
S-4
JPMORGAN CHASE BANK, N.A., TORONTO BRANCH
as a Lender
By:
/ s / Jeffrey Coleman
Name:
Jeffrey Coleman
Title:
Vice President
S-5
SCHEDULE 2.01
COMMITMENTS
AND APPLICABLE PERCENTAGES
Lender
Commitment
Applicable
_____________
JPMorgan Chase Bank, – Jeffrey Coleman
Name:
Jeffrey Coleman
Title:
Vice President
S-5
SCHEDULE 2.01
COMMITMENTS
AND APPLICABLE PERCENTAGES
Lender
Commitment
Applicable
Percentage
Bank of America, N.A.
$
175,000,000
50
%
JPMorgan Chase Bank, N.A.
$
175,000,000
50
%
Total
$
350,000,000
100
%
SCHEDULE 5.01
LOAN PARTIES
Ownership of Subsidiaries, and Classification as Loan Party to Credit Facility (Country )
Classification
_____________
dt 1730835
|
| Full Doc
| 2006 |
Bylaws
Bylaws (59K)
Doc #1446193: This document is immediately available for purchase, but does not have a preview available for viewing.
1446193
| | |
| Full Doc
| 2005 |
Bylaws
Bylaws (63K)
Doc #1446698: This document is immediately available for purchase, but does not have a preview available for viewing.
1446698
| | |
| Full Doc
| 2004 |
Bylaws
Bylaws (63K)
Doc #1446913: This document is immediately available for purchase, but does not have a preview available for viewing.
1446913
| | |
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| 2004 |
Bylaws
Bylaws (59K)
Doc #1447060: This document is immediately available for purchase, but does not have a preview available for viewing.
1447060
| | |
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| 2003 |
Bylaws
Bylaws (59K)
Doc #1447247: This document is immediately available for purchase, but does not have a preview available for viewing.
1447247
| | |
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| 2006 |
Bylaws
Bylaws (52K)
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2534772
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| 2006 |
Bylaws
Bylaws (52K)
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2534780
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| 2006 |
Bylaws
Bylaws (51K)
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2534783
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| 2006 |
Bylaws
Bylaws (51K)
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2534785
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| 2006 |
Bylaws
Bylaws (51K)
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2534787
| | |
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| 2006 |
Bylaws
Bylaws (61K)
Doc #2571043: Click preview link for longer preview.
JPMORGAN CHASE & CO.
BY-LAWS
OF
JPMORGAN CHASE & CO.
As amended by the Board of Directors on October 17, 2006
Effective October 17, 2006
Office of the Secretary
270 Park Avenue, 35th floor
New York, New York 10017
CONTENTS
SUBJECT
Article
I
Meetings of Stockholders
Section 1.01
Annual Meeting
. . .
2571043
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| 2007 |
Bylaws
Bylaws (34K)
Doc #3011832: Click preview link for longer preview.
BY-LAWS
OF GOL LINHAS A�REAS INTELIGENTES S.A.
CHAPTER I
NAME, HEADQUARTERS, JURISDICTION,
DURATION AND PURPOSE
ARTICLE 1 - Gol Linhas A�reas Inteligentes S.A. is a joint stock company (sociedade por a��es) governed by the laws and use of commerce, by these By-Laws and applicable legislation.
ARTICLE 2 - The objective of the Company is to exercise corporate control of Gol Transportes A�reos S.A. or of its successor at any title, and by means of controlled or affiliate companies, to exploit (a) regular air transportation services of passengers, cargo and mail bags, nationally . . .
3011832
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| 2011 |
Bylaws
Bylaws (34K)
Doc #5126240: Click preview link for longer preview.
5126240
| | |
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| 2011 |
Bylaws
Bylaws (31K)
Doc #5126346: Click preview link for longer preview.
5126346
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