37 39 IN WITNESS WHEREOF Sample Clauses

37 39 IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the date first above written. A.C.F. IMPORTS, INC. DOWLING'S FLEET SERVICE CO., INC. By: By: --------------------------------- ------------------------------- Patricia M. Nolan, Vice President Roger M. Barzun, Vice President A.C.F. ACQUISITION, INC. OAKHURST COMPANY, INC. By: By: --------------------------------- ------------------------------- Patricia M. Nolan, Vice President Maarten D. Hemsley, President
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37 39 IN WITNESS WHEREOF the parties have executed this Stock Purchase Agreement as of the date first above written. SELLER: /s/ CRAIG ABERLE ---------------------------------------- Craig Aberle COMPANY: MicroBiz Corp. By: /s/ CRAIG ABERLE ------------------------------------ Craig Aberle PURCHASER: CAM Commerce Solutions, Inc. By: /s/ PAUL CACERES, JR. ------------------------------------ Paul Caceres, Jr.
37 39 IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. COHESION TECHNOLOGIES, INC. By /s/ Deborah Webster ------------------------------------ Name: Deborah Webster Title: Chief Administrative Officer and Vice President THE BANK OF NEW YORK By /s/ Jeffrey W. Zeller ------------------------------------- Name: Jeffrey W. Zeller Title: Assistant Vice President 38 40 EXHIBIT A FORM OF CERTIFICATE OF DESIGNATIONS of SERIES A JUNIOR PARTICIPATING PREFERRED STOCK of COHESION TECHNOLOGIES, INC. (Pursuant to Section 151 of the Delaware General Corporation Law) ----------------------------- Cohesion Technologies, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the "Corporation"), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation as required by Section 151 of the General Corporation Law at a meeting duly called and held on April 21, 1999. RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of this Corporation (hereinafter called the "Board of Directors" or the "Board") in accordance with the provisions of the Certificate of Incorporation of this Corporation, the Board of Directors hereby creates a series of Preferred Stock, par value $0.001 per share (the "Preferred Stock"), of the Corporation and hereby states the designation and number of shares, and fixes the relative rights, powers and preferences, and qualifications, limitations and restrictions thereof as follows: Section 1. Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be 15,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; PROVIDED, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock. Section 2. Dividends and Distributions.
37 39 IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. EXCEL REALTY TRUST, INC. By______________________________________ Name: Title: BANKBOSTON, N.A. By______________________________________ Name: Title: 38 40 EXHIBIT A ARTICLES SUPPLEMENTARY SERIES C JUNIOR PARTICIPATING PREFERRED STOCK EXCEL REALTY TRUST, INC. ----------------------------- Pursuant to Section 2-105 the Maryland General Corporation Law (the "MGCL"), Excel Realty Trust, Inc., a corporation organized and existing under the laws of the State of Maryland and having its principal office in the State of Maryland located at c/o The Prentice Hall Corporation System, Maryland, 11 East Chase Street, Baltimore City, Maryland 21202 (the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Pursuant to the authority expressly vested in the Board of Directors of the Corporation by Article V of the Corporation's Charter (inclusive of these Articles Supplementary) and Section 2-105 of the MGCL, the Board of Directors has adopted resolutions classifying and designating a separate class of authorized but unissued Preferred Stock of the Corporation to consist of not more than 100,000 shares, setting the preferences, conversion and other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption of such class of Preferred Stock and determining the number of shares of such class of Preferred Stock (not in excess of the aforesaid maximum number) to be issued and the price and other terms and conditions upon which shares of such class of Preferred Stock are to be offered, sold and issued, and authorizing the issuance of 100,000 shares of Series C Junior Participating Preferred Stock. SECOND: The class of Preferred Stock of the Corporation created by the resolutions duly adopted by the Board of Directors of the Corporation and referred to in Article FIRST of these Articles Supplementary shall have the following designation, number of shares, preferences, conversion and other rights, voting powers, restrictions and limitations as to distributions, qualifications, terms and conditions of redemption and other terms and conditions: Section 1. Designation and Amount. The shares of such class shall be designated as "Series C Junior Participating Preferred Stock" (the "Series C Preferred Stock") and the number of shares constituting the Series C Preferred Stock shall be one hundred thousand (100,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; PROVIDED, that no decrease shall reduce the number of shares of Series C Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series C Preferred Stock. A-1 41 Section 2. Dividends and Distributions.
37 39 IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. J2 Communications By ___________________________________ Name: Title: U.S. Stock Transfer Corporation By ___________________________________ Name: Title: 38 40 EXHIBIT A FORM OF CERTIFICATE OF DESIGNATIONS of SERIES A JUNIOR PARTICIPATING PREFERRED STOCK of J2 COMMUNICATIONS (Pursuant to Section 401 of the General Corporation Law of the State of California) _____________________________ J2 Communications, a corporation organized and existing under the laws of the State of California (hereinafter called the "Corporation"), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation as required by Section 401 of the General Corporation Law of the State of California at a meeting duly called and held on July 15, 1999. RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of this Corporation (hereinafter called the "Board of Directors" or the "Board") in accordance with the provisions of the Certificate of Incorporation of this Corporation, the Board of Directors hereby creates a series of Preferred Stock, no par value per share (the "Preferred Stock"), of the Corporation and hereby states the designation and number of shares, and fixes the relative rights, powers and preferences, and qualifications, limitations and restrictions thereof as follows: Section 1. Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be 150,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; PROVIDED, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock. Section 2. Dividends and Distributions.
37 39 IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers or attorneys-in-fact as of the date hereof. SIERRA BAY RECEIVABLES, INC. By: /s/ Kevin Grant ------------------------- Name: Kevin Grant Title: Authorized Signatory ADDRESS: Sierra Bay Receivables, Inc. 639 Isbell Road, Suite 390M Reno, NV 89509 Attention: President Fax No.(775) 823-3099 WITH A COPY TO: Sierra Bay Receivables, Inc. c/o Lafarge Corporation 12950 Worldgate Drive Herndon, Virginia 20170 Attention: Kevin Grant, Treasurer Fax No. (703) 480-3758 cc: Law Department Fax No. (703) 796-2217 38 40 LAFARGE CORPORATION By: /s/ Kevin Grant ------------------------- Name: Kevin Grant Title: Authorized Signatory ADDRESS: Lafarge Corporation 12950 Worldgate Drive Herndon, Virginia 20170 Attention: Kevin Grant, Treasurer Fax No. (703) 480-3758 WITH A COPY TO: Law Department Fax No. (703) 796-2217 39 41 BLUE RIDGE ASSET FUNDING CORPORATION BY: WACHOVIA BANK, N.A., ITS ATTORNEY-IN-FACT By: /s/ David Goodson ----------------- Name: David Goodson Title: Assistant Vice President ADDRESS: Blue Ridge Asset Funding Corporation 100 North Main Street Winston-Salem, NC 27150 Attention: John Dillon Phone: (336) 732-2690 Fax: (336) 732-5021 WITH A COPY TO: Blue Ridge Asset Funding Corporation c/o AMACAR Group, L.L.C. 6525 Morrison Blvd., Suite 318 Charlotte, North Carolina 28211 Attention: Douglas K. Johnson Phone: (704) 365-0569 Fax: (704) 365-1362 WACHOVIA BANK, N.A., INDIVIDUALLY AS A LIQUIDITY BANK AND AS AGENT By: /s/ Kenny Karpowicz ------------------- Name: Kenny Karpowicz Title: Vice President Address: Wachovia Bank, N.A. 191 Peachtree Street, 26th Floor GA-423 Atlanta, Georgia 30303 Attention: Elizabeth K. Wagner Phone: (404) 332-1398 Fax: (404) 332-5152 40 42 EXHIBIT I DEFINITIONS AS USED IN THIS AGREEMENT, THE FOLLOWING TERMS SHALL HAVE THE FOLLOWING MEANINGS (SUCH MEANINGS TO BE EQUALLY APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS OF THE TERMS DEFINED):
37 39 IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed the day and year first written above. MEDIRISK, INC. By: /s/ Mark A. Kaiser ------------------------------------- Mark A. Kaiser, Chairman and Chief Executive Officer HEALTHPLAN SERVICES CORPORATION By: /s/ James K. Murray, III ------------------------------------- James K. Murray III, Executive Vice President and Chief Financial Officer 40 EXHIBITS Exhibit A: Form of Amended and Restated Articles of Incorporation Exhibit B: Form of Senior Subordinated Promissory Note Exhibit C: Capitalization Exhibit D: Financial Statements Exhibit E: Form of Shareholders Agreement Exhibit F: Form of Registration Rights Agreement Exhibit G: Form of Warrant Agreement Exhibit H Form of Opinion of Alston & Bird Exhibit I Form of Opinion of Fowler, White, Gillen, Boggs, Villareal and Baker P.A. Exhibit J Form of Consent and Modification Agreement SCHEDULES Schedule 2.2.1 Existing Preemptive Rights Schedule 2.2.2 Required Consents Schedule 2.2.6.1 Variations from Assumptions Schedule 2.2.6.2 Pro Forma Financial Statements Schedule 2.2.8 Absence of Certain Changes Schedule 2.2.11 Tax Matters Schedule 2.2.12 Insurance Policies Schedule 2.2.13 Debt Instruments Schedule 2.2.14 Benefit Plans Schedule 2.2.15 Contracts and Commitments Schedule 2.2.16 Labor Matters Schedule 2.2.21 Proprietary Rights Schedule 2.2.22 Envrironmental Matters Schedule 2.2.23 Accounts Receivable 41 APPENDIX A DEFINITIONS
37 39 IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date set forth above. VASCO DATA SECURITY INTERNATIONAL, INC., a Delaware corporation By: ----------------------------------- Name: Title: UBIZEN N.V., a Belgian stock corporation By: ----------------------------------- Name: Title: -38- 40 SCHEDULES TO SECURITIES PURCHASE AGREEMENT SCHEDULE 5.1 ORGANIZATION AND QUALIFICATION, AUTHORITY. Vasco Data Security, Inc. Vasco Data Security Europe NV/SA Vasco Data Security NV/SA Lintel Security NV/SA Vasco Data Security France SA SCHEDULE 5.2 CORPORATE AUTHORIZATION. None. SCHEDULE 5.3 NO CONFLICT; REQUISITE CONSENTS. None. SCHEDULE 5.4 CAPITALIZATION. The Company is a party to an arrangement whereby the Company could potentially issue up to 325,000 shares of its Common Stock in connection with the potential merger and acquisition of a California corporation. The Company currently has outstanding warrants to purchase up to 680,943 shares of its Common Stock. The Company currently has outstanding options to purchase up to 2,233,100 shares of its Common Stock. The Company is a party to a convertible loan agreement in the principal amount of $3,400,000 whereby the lender has the option to convert the loan into shares of the Company's Common Stock. SCHEDULE 5.5 LITIGATION; DEFAULTS. None. SCHEDULE 5.6 NO MATERIAL ADVERSE EFFECT. None. SCHEDULE 5.7 EMPLOYEE PROGRAMS.