Optika Inc Sample Contracts

LOAN AND SECURITY AGREEMENT OPTIKA IMAGING SYSTEMS, INC. TABLE OF CONTENTS
Loan and Security Agreement • November 16th, 1998 • Optika Imaging Systems Inc • Services-prepackaged software
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Exhibit 2.1 AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 13th, 2003 • Optika Inc • Services-prepackaged software • Colorado
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 24th, 2000 • Optika Inc • Services-prepackaged software • New York
THE PARTIES LISTED ON THE SIGNATURE PAGE HERETO WARRANT AGREEMENT TABLE OF CONTENTS*
Warrant Agreement • February 24th, 2000 • Optika Inc • Services-prepackaged software • New York
RECITALS
Exchange Agreement • May 15th, 2001 • Optika Inc • Services-prepackaged software • New York
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT OPTIKA, INC. TABLE OF CONTENTS
Loan and Security Agreement • March 26th, 2003 • Optika Inc • Services-prepackaged software
EXHIBIT 10.3 ------------ REGISTRATION RIGHTS AGREEMENT Dated as of February 23, 2000 by and among
Registration Rights Agreement • February 24th, 2000 • Optika Inc • Services-prepackaged software • New York
BETWEEN
Assignment • March 31st, 1997 • Optika Imaging Systems Inc • Services-prepackaged software • Colorado
RECITALS
Consent and Voting Agreement • January 13th, 2004 • Optika Inc • Services-prepackaged software • Delaware
OPTIKA INC. and COMPUTERSHARE TRUST COMPANY, INC. as Rights Agent AMENDED AND RESTATED RIGHTS AGREEMENT Dated as of July 29, 2002
Rights Agreement • August 13th, 2002 • Optika Inc • Services-prepackaged software • Delaware

AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of July 29, 2002 (the “Agreement”), between Optika Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, Inc. (the “Rights Agent”).

RECITALS
Loan and Security Agreement • March 31st, 1997 • Optika Imaging Systems Inc • Services-prepackaged software
Exhibit 99.2 July 18, 2001 To Our Stockholders: Your Board of Directors has approved a rights plan under which Optika Inc. (the "Company") has declared a dividend of Rights on its Common Stock. We believe that this rights plan will provide protection...
Rights Agreement • July 18th, 2001 • Optika Inc • Services-prepackaged software

Your Board of Directors has approved a rights plan under which Optika Inc. (the "Company") has declared a dividend of Rights on its Common Stock. We believe that this rights plan will provide protection to the stockholders from takeover abuses prevalent today. The Rights Agreement is more fully described in the Summary of Rights attached to this letter.

VOTING AGREEMENT
Voting Agreement • January 21st, 2004 • Optika Inc • Services-prepackaged software • Delaware

This Voting Agreement (this “Agreement”) is dated as of January 11, 2004, among Optika Inc., a Delaware corporation (the “Company”), and the persons listed on Annex A hereto, each of whom is a holder (a “Shareholder”) of shares of common stock of Stellent, Inc., a Minnesota corporation (the “Buyer”).

Optika Inc. 7450 Campus Drive, 2nd Floor Colorado Springs, Colorado 80920 May 7, 2001
Optika Inc • May 15th, 2001 • Services-prepackaged software

This letter will confirm our mutual agreement and understanding that if, subsequent to the date hereof, the Securities Exchange Commission issues a written clarification or modification of its current position regarding the accounting treatment of redeemable preferred stock and such interpretation would enable the terms of the Series A-1 Preferred Stock to be modified to provide the holders thereof with the right to receive the Liquidation Preference (as defined therein) in cash upon a Change of Control of the Company the "Cash Liquidation Right" without causing a change in the then current accounting treatment or classification of the Series A-1 Preferred Stock as "permanent equity" on the financial statements of the Company, as determined by the Company's independent certified public accountants in their reasonable discretion (as determined by a majority of the "Big 5" accounting firms), then the Company shall, as promptly as practicable upon its becoming aware of such interpretation

AGREEMENT AND PLAN OF MERGER among STELLENT, INC., STEL SUB, INC. and OPTIKA INC. Dated as of January 11, 2004
Agreement and Plan of Merger • January 12th, 2004 • Optika Inc • Services-prepackaged software • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) among Stellent, Inc., a Minnesota corporation (“Buyer”), STEL Sub, Inc., a Delaware corporation formed and wholly owned by Buyer (“Buyer Subsidiary”), and Optika Inc., a Delaware corporation (the “Company” and, together with Buyer Subsidiary, sometimes referred to as the “Constituent Corporations”) is dated as of January 11, 2004.

AMENDMENT NO. 1 TO VOTING AGREEMENT
Voting Agreement • January 30th, 2004 • Optika Inc • Services-prepackaged software

This Amendment No. 1 (this “Amendment”) is entered into as of the 27th day of January, 2004 among Optika Inc., a Delaware corporation (the “Company”), and the persons listed on the signature page hereto, each of whom is a holder (a “Shareholder”) of shares of common stock of Stellent, Inc., a Minnesota corporation (the “Buyer”).

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