Capital Title Group Inc Sample Contracts

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Agreement and Plan of Merger • September 23rd, 2002 • Capital Title Group Inc • Real estate dealers (for their own account) • California
ACCESS AGREEMENT BY AND BETWEEN SECURITY UNION TITLE INSURANCE COMPANY ("Security Union") AND NEW CENTURY TITLE COMPANY ("Customer") DATED SEPTEMBER 30, 1999
Confidential Agreement • March 28th, 2000 • Capital Title Group Inc • Real estate dealers (for their own account) • California
CAPITAL TITLE GROUP, INC. COMMON STOCK PURCHASE WARRANT
Capital Title Group Inc • May 25th, 2004 • Real estate dealers (for their own account)

THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, [ ] (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after April 27, 2004 (the “Initial Exercise Date”) and on or prior to the earlier of (i) the close of business on the fifth annual anniversary of the Initial Exercise Date and (ii) the Extraordinary Transaction Election Date (as defined in Section 12 below) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Capital Title Group, Inc., a Delaware corporation (the “Company”), up to [ ] shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one Warrant Share (the “Exercise Price”) under this Warrant shall be $4.00, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment

2,800,000 Shares Common Stock and Related Warrants Registration Rights Agreement
Registration Rights Agreement • May 25th, 2004 • Capital Title Group Inc • Real estate dealers (for their own account) • New York

Capital Title Group, Inc., a Delaware (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Subscription Agreement (as defined herein) (i) up to 2,800,000 shares (the “Shares”) of its common stock, par value $0.001 per share (the “Common Stock”), and (ii) Warrants to purchase up to 889,252 shares of Common Stock (which number includes Warrants issued to the Placement Agents to purchase an aggregate of 329,252 shares of Common Stock). As an inducement to the Purchasers to enter into the Subscription Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

Exhibit 10 ASSET PURCHASE AND SALE AGREEMENT
Asset Purchase and Sale Agreement • April 12th, 2002 • Capital Title Group Inc • Real estate dealers (for their own account) • California
AGREEMENT AND PLAN OF MERGER By and Among LANDAMERICA FINANCIAL GROUP, INC. CTG ACQUISITION CORPORATION, and CAPITAL TITLE GROUP, INC. March 28, 2006
Agreement and Plan of Merger • March 29th, 2006 • Capital Title Group Inc • Title insurance • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of March 28, 2006 (this “Agreement”), by and among LANDAMERICA FINANCIAL GROUP, INC., a Virginia corporation (“Parent”), CTG ACQUISITION CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and CAPITAL TITLE GROUP, INC., a Delaware corporation (“Company”).

CAPITAL TITLE GROUP, INC. AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 17th, 2005 • Capital Title Group Inc • Title insurance

THIS AGREEMENT amends the Employment Agreement dated March 7, 1998, by and between CAPITAL TITLE GROUP, INC. (“Employer”) and DONALD R. HEAD (“Employee”) in the following particulars:

2,800,000 Shares Common Stock and Related Warrants Subscription Agreement
Subscription Agreement • May 25th, 2004 • Capital Title Group Inc • Real estate dealers (for their own account) • New York

Capital Title Group, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with each of the purchasers named on the signature pages hereof (each a “Purchaser” and, collectively, the “Purchasers”), as set forth below.

LETTER OF AGREEMENT
Letter of Agreement • May 25th, 2004 • Capital Title Group Inc • Real estate dealers (for their own account)

This letter will confirm and constitute the agreement (“Agreement”) as of the 16th day of June, 2002 between Capital Title Group, Inc. (hereinafter “Capital Title” or the “Company”) and Miller Capital Corporation (“MCC”) pursuant to which MCC will furnish to the Company certain management consulting, financial advisory and investor relations services.

June 12, 1998 Mr. Donald R. Head Chairman of the Board and Chief Executive Officer CAPITAL TITLE GROUP, INC. 14555 North Scottsdale Road, Suite 320 Scottsdale, Arizona 85254 RE: Amendment to Acquisition Consulting Agreement between Capital Title...
Capital Title Group Inc • March 23rd, 1999 • Real estate dealers (for their own account)

Mr. Donald R. Head Chairman of the Board and Chief Executive Officer CAPITAL TITLE GROUP, INC. 14555 North Scottsdale Road, Suite 320 Scottsdale, Arizona 85254

GRAPHIC] Established 1972 The Miller Group Miller Management Corporation Miller Capital Corporation Miller Investments
Management Consulting Agreement • May 25th, 2004 • Capital Title Group Inc • Real estate dealers (for their own account) • Arizona

THIS EXCLUSIVE ACQUISITION and MANAGEMENT CONSULTING AGREEMENT (the “Agreement”) is entered into as of the 28th day of January, 2004 (the “Effective Date”) by and between CAPITAL TITLE GROUP, INC., a Delaware corporation (“Capital Title” or the “Company”), and MILLER CAPITAL CORPORATION, an Arizona corporation (“Miller”).

Underwriting Agreement
Underwriting Agreement • October 28th, 2005 • Capital Title Group Inc • Title insurance • New York

Capital Title Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 5,000,000 shares of Common Stock, par value $0.001 per share (“Stock”) of the Company and, at the election of the Underwriters, up to 1,027,500 additional shares of Stock. The stockholders of the Company named in Schedule II hereto (each, a “Selling Stockholder” and collectively the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters (a) an aggregate of 1,550,000 shares of Stock; and (b) a warrant (the “Warrant”) to purchase 300,000 shares of Stock evidenced by that certain Warrant No. W001-NH, dated September 18, 2002, issued by the Company to FinWest Group, a California corporation (“FinWest”). The aggregate of 6,550,000 shares to be sold by the Company and the Selling Stockholders is herein called

CAPITAL TITLE GROUP, INC. AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 17th, 2005 • Capital Title Group Inc • Title insurance • Arizona

THIS AGREEMENT amends the Employment Agreement dated March 7, 1998, by and between CAPITAL TITLE GROUP, INC. (“Employer”) and MARK C. WALKER (“Employee”) in the following particulars:

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RECITALS
Title Plant Agreement • March 23rd, 1999 • Capital Title Group Inc • Real estate dealers (for their own account) • California
ACQUISITION CONSULTING AGREEMENT - THIRD RENEWAL
Acquisition Consulting Agreement • March 17th, 2005 • Capital Title Group Inc • Title insurance • Arizona

THIS ACQUISITION CONSULTING AGREEMENT (the “Agreement”) is entered into as of the 28th day of January, 2004 (the “Effective Date”) by and between CAPITAL TITLE GROUP, INC., a Delaware corporation (“Capital Title” or the “Company”), and MILLER CAPITAL CORPORATION, an Arizona corporation (“MCC”).

PURCHASE AND SALE AGREEMENT AND SUPPLEMENTAL ESCROW INSTRUCTIONS SELLER:
Purchase and Sale Agreement and Supplemental Escrow Instructions • March 23rd, 1999 • Capital Title Group Inc • Real estate dealers (for their own account) • Arizona
WITNESSETH:
Title Plant Lease and Service Agreement • March 28th, 2000 • Capital Title Group Inc • Real estate dealers (for their own account) • Arizona
AGREEMENT AND PLAN OF MERGER among CAPITAL TITLE GROUP, INC., NATIONWIDE APPRAISAL SERVICE CORPORATION and CTG ACQUISITION CORPORATION Dated January 26, 2004
Agreement and Plan of Merger • March 5th, 2004 • Capital Title Group Inc • Real estate dealers (for their own account) • Pennsylvania

THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is entered into as of January 26, 2004, by and among CAPITAL TITLE GROUP, INC., a Delaware corporation (“Capital”), CTG ACQUISITION CORPORATION, a Pennsylvania corporation (“Merger Sub”), and NATIONWIDE APPRAISAL SERVICES CORPORATION, a Pennsylvania corporation (“NASC”). Capital, Merger Sub, and NASC are sometimes referred to collectively herein as the “Parties,” and sometimes individually as a “Party.”

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