Ksw Inc Sample Contracts

Ksw Inc – SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KSW, INC. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware (October 11th, 2012)

KSW, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

Ksw Inc – SECOND AMENDED AND RESTATED BYLAWS OF KSW, INC. (October 11th, 2012)
Ksw Inc – Settlement Term Sheet (October 4th, 2012)
Ksw Inc – TENDER AND SUPPORT AGREEMENT (September 10th, 2012)

This TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated September 7, 2012, is by and among Kool Acquisition LLC, a Delaware limited liability company (“Parent”), Kool Acquisition Corporation, a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”) and Floyd Warkol (the “Stockholder”), in his individual capacity.

Ksw Inc – AGREEMENT AND PLAN OF MERGER BY AND AMONG KOOL ACQUISITION LLC KOOL ACQUISITION CORPORATION THE RELATED COMPANIES, L.P. (solely with respect to Section 9.12) AND KSW, INC. DATED AS OF SEPTEMBER 7, 2012 (September 10th, 2012)

This AGREEMENT AND PLAN OF MERGER, dated as of September 7, 2012 (as amended, supplemented or otherwise modified from time to time, (this “Agreement”), is entered into by and among Kool Acquisition LLC, a Delaware limited liability company (“Parent”), Kool Acquisition Corporation, a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), KSW, Inc., a Delaware corporation (the “Company”) and, solely with respect to Section 9.12, The Related Companies, L.P., a New York limited partnership (“Parent Guarantor”). Each of Parent, Merger Sub and the Company are referred to herein as a “Party” and together as “Parties.”

Ksw Inc – AMENDMENT NO. 2 TO AMENDED AND RESTATED BY-LAWS OF KSW, INC. (February 1st, 2012)

This Amendment No. 2 to the Amended and Restated By-Laws (the "By-Laws") of KSW, Inc., a Delaware corporation (the “Company”), is adopted by the Board of Directors of the Company on January 27, 2012.

Ksw Inc – AMENDMENT NO. 1 TO AMENDED AND RESTATED BY-LAWS OF KSW, INC. (January 11th, 2012)

This Amendment No. 1 to the Amended and Restated By-Laws (the "By-Laws") of KSW, Inc., a Delaware corporation (the “Company”), is adopted by the Board of Directors of the Company on January 5, 2012.

Ksw Inc – AMENDMENT NO. 2 TO LOAN AGREEMENT (March 22nd, 2011)
Ksw Inc – AMENDMENT NO. 1 TO LOAN AGREEMENT (March 19th, 2010)
Ksw Inc – SECOND AMENDATORY EMPLOYMENT AGREEMENT (November 13th, 2009)

SECOND AMENDATORY EMPLOYMENT AGREEMENT (the “Amendatory Agreement”), dated as of September 25, 2009, by and among KSW Mechanical Services, Inc., a Delaware corporation (the “Company”), KSW, Inc., a Delaware corporation (“KSWI”) and Floyd Warkol (“Warkol”).

Ksw Inc – January 26, 2009 Floyd Warkol, Chief Executive Officer KSW, INC. 37-16 23rd Street Long Island City, NY 11101 Dear Mr. Warkol: Bank of America, N.A. is pleased to renew the availability period for your Two Million and 00/100 Dollars ($2,000,000.00) revolving line of credit documented by Facility No. 1 of the Loan Agreement dated April 1, 2007 (including any previous amendments, the “Agreement”). (March 25th, 2009)

Effective as of the current Expiration Date of April 1, 2009, the availability period shall be extended and shall expire on the new Expiration Date of April 1, 2010. All other terms and conditions of the Agreement shall remain in full force and effect.

Ksw Inc – For More Information contact: James Oliviero KSW, Inc. (718) 340-1409 joliviero@ksww.com FOR IMMEDIATE RELEASE KSW REPORTS RECORD 2008 PROFITS AND REVENUE Long Island City, New York--March 9, 2009--KSW, Inc. (NASDAQ: KSW) today reported preliminary year end financial results for 2008. Net income for 2008 increased by 16% to $4,239,000, or $.68 per share (basic) and $.67 per share (diluted), compared to 2007 net income of $3,662,000, or $.59 per share (basic and diluted). Revenues in 2008 increased by 20% to $93,027,000, as compared to $77,266,000 in 2007. As of December 31, 2008, the Company's (March 9th, 2009)
Ksw Inc – For More Information -------------------- Contact: James F. Oliviero KSW, Inc. (718) 340-1409 joliviero@ksww.com FOR IMMEDIATE RELEASE --------------------- KSW, INC. ANNOUNCES STOCK BUY BACK ---------------------------------- Long Island City, New York - December 19, 2008 - KSW, Inc. (NASDAQ GM: KSW), (the "Company"), a New York-based installer of heating, ventilation, air conditioning (HVAC) and process piping systems and provider of value engineering services, today announced that its Board of Directors has approved a stock repurchase program that authorizes the Company to buy up to $1,000, (December 19th, 2008)
Ksw Inc – For More Information -------------------- Contact: James F. Oliviero KSW, Inc., (718) 340-1409 joliviero@ksww.com FOR IMMEDIATE RELEASE --------------------- KSW, INC. REPORTS FIRST QUARTER 2008 RESULTS -------------------------------------------- DECLARES CASH DIVIDEND ---------------------- Long Island City, New York - May 2, 2008 - KSW, Inc. (NASDAQ: KSW) today reported financial results for the first quarter of 2008. The Company also announced that its Board of Directors has declared a cash dividend of $.20 per share, payable on June 17, 2008 to shareholders of record as of May 26, 2008. T (May 2nd, 2008)
Ksw Inc – EX-10.1 ------- SETTLEMENT AND RELEASE WHEREAS the Helionetics Official Committee of Unsecured Creditors (the "Committee") has initiated an adversary action against KSW, Inc. ("KSW"), as well as against Mr. Floyd Warkol, Mr. Burton Reyer, and Mr. Robert Brussel (collectively, with KSW, the "KSW Defendants"); and WHEREAS pursuant to the approved Plan of Liquidation and the Order Confirming Helionetics, Inc.'s Third Amended Chapter 11 Plan as Modified (which was entered on December 23, 1998), Helionetics, Inc. ("Debtor") has assigned to the Committee all claims and actions held by the Debtor, th (July 12th, 2002)
Ksw Inc – SECOND AMENDATORY EMPLOYMENT AGREEMENT (March 30th, 1999)
Ksw Inc – SECOND AMENDATORY EMPLOYMENT AGREEMENT (March 30th, 1999)