Alexanders J Corp Sample Contracts

RECITALS
Asset Purchase Agreement • November 13th, 1996 • Volunteer Capital Corp / Tn / • Retail-eating places • Ohio
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AGREEMENT:
Loan Agreement • November 13th, 2002 • Alexanders J Corp • Retail-eating places • Arizona
WITNESSETH
Loan Agreement • April 3rd, 2000 • Alexanders J Corp • Retail-eating places
COMPUTERSHARE TRUST COMPANY, N.A. Rights Agreement Dated as of March 5, 2012
Rights Agreement • March 6th, 2012 • Alexanders J Corp • Retail-eating places • Tennessee

Agreement, dated as of March 5, 2012, between J. ALEXANDER’S CORPORATION, a Tennessee corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”).

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 30, 2012 BY AND AMONG FIDELITY NATIONAL FINANCIAL, INC., NEW ATHENA MERGER SUB, INC. FIDELITY NEWPORT HOLDINGS, LLC, (for the limited purposes set forth herein), AMERICAN BLUE RIBBON...
Agreement and Plan of Merger • August 2nd, 2012 • Alexanders J Corp • Retail-eating places • Tennessee

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER is made by and among FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (“Parent”), NEW ATHENA MERGER SUB, INC., a Tennessee corporation and an indirect, wholly-owned Subsidiary of Parent (“Merger Sub”), solely for purposes of Section 9.14 FIDELITY NEWPORT HOLDINGS, LLC, a Delaware limited liability company and an indirect, majority-owned Subsidiary of Parent (the “Operating Company”), solely for purposes of Section 9.14 AMERICAN BLUE RIBBON HOLDINGS, INC., a Delaware corporation and an indirect, majority-owned Subsidiary of Parent (“Purchaser”), solely for purposes of Section 9.14 ATHENA MERGER SUB, INC., a Tennessee corporation and a direct, wholly-owned Subsidiary of Purchaser (“Old Merger Sub”), and J. ALEXANDER’S CORPORATION, a Tennessee corporation (the “Company”), as of July 30, 2012 (this “Agreement”), and amends and restates in its entirety the Agreement and Plan of Merger by and among Parent, the Operating Company,

EMPLOYMENT AGREEMENT
Employment Agreement • January 2nd, 2009 • Alexanders J Corp • Retail-eating places • Tennessee

THIS EMPLOYMENT AGREEMENT, dated as of December 26, 2008, (the “Agreement”), is by and between J. Alexander’s Corporation, a Tennessee corporation (the “Company”), and Mark A. Parkey (the “Executive”).

RECITALS
Subscription Rights Agreement • April 30th, 1999 • Alexanders J Corp • Retail-eating places • Tennessee
AMENDED AND RESTATED SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • January 2nd, 2009 • Alexanders J Corp • Retail-eating places • Tennessee

This Amended and Restated Salary Continuation Agreement (“Agreement”), which supersedes and cancels any previously dated Salary Continuation Agreements, is made and entered into as of this 26th day of December, 2008, by and between J. Alexander’s Corporation, a Tennessee corporation with its principal office in Nashville, Tennessee (the “Corporation”), and Lonnie J. Stout II, a resident of Brentwood, Tennessee (“Employee”).

September 13, 1989
Severance Benefits Agreement • May 16th, 2012 • Alexanders J Corp • Retail-eating places • Tennessee
FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • September 6th, 2012 • Alexanders J Corp • Retail-eating places

This FIRST AMENDMENT, dated as of September 5, 2012 (the “First Amendment”), to the AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (the “Restated Merger Agreement”), dated as of July 30, 2012, made by and among FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (“Parent”), NEW ATHENA MERGER SUB, INC., a Tennessee corporation and an indirect, wholly-owned Subsidiary of Parent (“Merger Sub”), solely for purposes of Section 9.14 thereof FIDELITY NEWPORT HOLDINGS, LLC, a Delaware limited liability company and an indirect, majority-owned Subsidiary of Parent, solely for purposes of Section 9.14 thereof AMERICAN BLUE RIBBON HOLDINGS, INC., a Delaware corporation and an indirect, majority-owned Subsidiary of Parent, solely for purposes of Section 9.14 thereof ATHENA MERGER SUB, INC., a Tennessee corporation and a direct, wholly-owned Subsidiary of Purchaser, and J. ALEXANDER’S CORPORATION, a Tennessee corporation (the “Company”), is entered into by and among Parent, Merger Sub and t

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AMENDED AND RESTATED SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • January 2nd, 2009 • Alexanders J Corp • Retail-eating places • Tennessee

This Amended and Restated Salary Continuation Agreement (“Agreement”), which supersedes and cancels any previously dated Salary Continuation Agreements, is made and entered into as of this 26th day of December, 2008, by and between J. Alexander’s Corporation, a Tennessee corporation with its principal office in Nashville, Tennessee (the “Corporation”), and J. Michael Moore, a resident of Nashville, Tennessee (“Employee”).

MASTER LEASE
Master Lease • November 13th, 2002 • Alexanders J Corp • Retail-eating places • Arizona
Bank of America
Alexanders J Corp • April 29th, 2009 • Retail-eating places
OMNIBUS TERMINATION AND RELEASE AGREEMENT July 30, 2012
Omnibus Termination and Release Agreement • August 2nd, 2012 • Alexanders J Corp • Retail-eating places

This Omnibus Termination and Release Agreement (the “Agreement”) is made as of the date first written above by and among the undersigned parties (each, a “Party,” and collectively, the “Parties”).

Contract
Incentive Stock Option Agreement • May 17th, 2007 • Alexanders J Corp • Retail-eating places • Tennessee

THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of this _____ day of ___, 200 _____(the “Grant Date”), by and between J. Alexander’s Corporation, a Tennessee corporation (together with its Subsidiaries and Affiliates, the “Company”), and _____ (the “Optionee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the J. Alexander’s Corporation Amended and Restated 2004 Equity Incentive Plan (the “Plan”).

JOINT FILING AGREEMENT
Joint Filing Agreement • November 3rd, 2011 • Alexanders J Corp • Retail-eating places

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D and any amendments thereto with respect to the common stock of J. Alexander’s Corporation and agree that this Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.

Contract
Alexanders J Corp • June 28th, 2012 • Retail-eating places • Tennessee

This letter describes changes to your Salary Continuation Agreement dated as of December 26, 2008 (the “Salary Continuation Agreement”), and your Employment Agreement dated as of December 26, 2008 (the “Employment Agreement”), in each case between you and J. Alexander’s Corporation, a Tennessee corporation (the “Corporation”). Such changes shall be contingent upon the occurrence of, and effective at, the Effective Time (as defined in that certain Agreement and Plan of Merger, dated as of June 22, 2012, by and among Fidelity National Financial, Inc. (“Parent”), Fidelity Newport Holdings, LLC (“Operating Company”) (for the limited purposes set forth therein), American Blue Ribbon Holdings, Inc. (“Purchaser”), Athena Merger Sub, Inc. (“Merger Sub”) and the Corporation (the “Merger Agreement”)).

THIRD AMENDMENT TO LOAN AGREEMENT
Loan Agreement • November 3rd, 2008 • Alexanders J Corp • Retail-eating places

This Third Amendment to Loan Agreement (“Amendment”) is dated as of October 31, 2008, by and among J. ALEXANDER’S CORPORATION, J. ALEXANDER’S RESTAURANTS, INC., both Tennessee corporations (collectively referred to as the “Borrower”), and BANK OF AMERICA, N.A., a national banking association (“Lender”).

Contract
Stock Option Cancellation Agreement • October 29th, 2010 • Alexanders J Corp • Retail-eating places • Tennessee

This STOCK OPTION CANCELLATION AGREEMENT (the “Agreement”) is by and between J. Alexander’s Corporation, a Tennessee corporation (the “Company”), and (“Employee”).

Contract
Alexanders J Corp • June 28th, 2012 • Retail-eating places • Tennessee

This letter describes changes to your Salary Continuation Agreement dated as of December 26, 2008 (the “Salary Continuation Agreement”), between you and J. Alexander’s Corporation, a Tennessee corporation (the “Corporation”). Such changes shall be contingent upon the occurrence of, and effective at, the Effective Time (as defined in that certain Agreement and Plan of Merger, dated as of June 22, 2012, by and among Fidelity National Financial, Inc. (“Parent”), Fidelity Newport Holdings, LLC (“Operating Company”) (for the limited purposes set forth therein), American Blue Ribbon Holdings, Inc. (“Purchaser”), Athena Merger Sub, Inc. (“Merger Sub”) and the Corporation (the “Merger Agreement”)).

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