Logicvision Inc Sample Contracts

OF
Logicvision Inc • August 31st, 2000 • Services-prepackaged software
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AGREEMENT
Agreement • October 25th, 2001 • Logicvision Inc • Services-prepackaged software • Ontario
AGREEMENT ---------
Loan and Security Agreement • October 30th, 2001 • Logicvision Inc • Services-prepackaged software • California
AGREEMENT ---------
Loan Agreement • March 18th, 2002 • Logicvision Inc • Services-prepackaged software • California
LOGICVISION, INC. a Delaware corporation and MELLON INVESTOR SERVICES LLC a New Jersey limited liability company Rights Agent ____________ Rights Agreement Dated as of December 16, 2008
Rights Agreement • December 17th, 2008 • Logicvision Inc • Services-prepackaged software • New York

THIS RIGHTS AGREEMENT (this “Agreement”) is dated as of December 16, 2008 between LOGICVISION, INC., a Delaware corporation (the “Company”), and MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • February 4th, 2005 • Logicvision Inc • Services-prepackaged software
WITNESSETH:
Stock Option Agreement • August 21st, 2001 • Logicvision Inc • Services-prepackaged software • California
Common Stock $0.0001 Par Value
Underwriting Agreement • August 21st, 2001 • Logicvision Inc • Services-prepackaged software • New York
AGREEMENT AND PLAN OF MERGER BY AND AMONG MENTOR GRAPHICS CORPORATION, FULCRUM ACQUISITION CORPORATION AND LOGICVISION, INC. Dated as of May 6, 2009
Agreement and Plan of Merger • May 7th, 2009 • Logicvision Inc • Services-prepackaged software • Delaware

This Agreement and Plan of Merger (this “Agreement”) is dated and entered into as of May 6, 2009 by and among Mentor Graphics Corporation, an Oregon corporation (“Parent”), Fulcrum Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), and LogicVision, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Subsidiary and the Company are referred to herein as a “Party” and together as the “Parties.”

LOGICVISION, INC. AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • May 7th, 2009 • Logicvision Inc • Services-prepackaged software • California

This Amended and Restated Change of Control Severance Agreement (this “Agreement”), is made and entered into by and between James T. Healy (the “Executive”) and LogicVision, Inc., a Delaware corporation (the “Company”), subject to and conditioned upon the closing of the acquisition of the Company by Mentor Graphics Corporation (the “Mentor Graphics Acquisition”) pursuant to an agreement and plan of merger by and among the Company, Mentor Graphics Corporation and a wholly-owned subsidiary of Mentor Graphics Corporation (the “Mentor Agreement”). This Agreement amends and restates the Change of Control Agreement between the Executive and the Company previously made and entered into effective as of November 11, 2008 (the “Original Agreement”). This Agreement will become effective on the date of, but immediately prior to, the closing of the Mentor Graphics Acquisition (the “Effective Date”). If the Mentor Agreement is terminated in accordance with its terms such that the Mentor Graphics Acq

WITNESSETH:
Nonqualified Stock Option Agreement • August 21st, 2001 • Logicvision Inc • Services-prepackaged software • California
THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT LOGICVISION, INC.
Loan and Security Agreement • April 30th, 2009 • Logicvision Inc • Services-prepackaged software • California

This THIRD AMENDED AND RESATED LOAN AND SECURITY AGREEMENT is entered into as of April 24, 2009, by and between Comerica Bank (“Bank”) and LogicVision, Inc. (“Borrower”).

SUPPORT AGREEMENT
Support Agreement • May 7th, 2009 • Logicvision Inc • Services-prepackaged software • Delaware

This SUPPORT AGREEMENT (this “Agreement”), dated as of _______________, 2009, is entered into between Mentor Graphics Corporation, an Oregon corporation (“Parent”), and [·] (the “Securityholder”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 28th, 2006 • Logicvision Inc • Services-prepackaged software • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the 23rd day of June, 2006 by and among LogicVision, Inc., a Delaware corporation (“LogicVision”) and the persons listed on Schedule A hereto (the “Holders”).

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AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • May 7th, 2009 • Logicvision Inc • Services-prepackaged software • New York

THIS AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”), dated as of May 6, 2009, between LOGICVISION, INC., a Delaware corporation (the “Company”), and MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company, in its capacity as Rights Agent (the “Rights Agent”), is made with reference to the following facts:

RECITALS --------
Intellectual Property Security Agreement • October 30th, 2001 • Logicvision Inc • Services-prepackaged software
AGREEMENT
Agreement • March 11th, 2003 • Logicvision Inc • Services-prepackaged software • Ontario

NORTHERN TELECOM LIMITED, a corporation duly incorporated under the laws of Canada, having its executive offices at 3 Robert Speck Parkway, Mississauga, Ontario, Canada,

AGREEMENT AND PLAN OF MERGER Among LOGICVISION, INC., SIGNAL ACQUISITION CORPORATION and SIVERION, INC. October 13, 2004
Agreement and Plan of Merger • November 10th, 2004 • Logicvision Inc • Services-prepackaged software • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of the 13th day of October, 2004, by and among LOGICVISION, INC., a Delaware corporation (“Parent”), SIGNAL ACQUISITION CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), and SIVERION, INC., a Delaware corporation (the “Company”).

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • February 10th, 2006 • Logicvision Inc • Services-prepackaged software • California

THIS THIRD AMENDMENT tO SECOND AMENDED aND RESTATED LOAN AGREEMENT(“Amendment”) is made and entered into as of February 9, 2006 by and between LOGICVISION, INC., a Delaware corporation (“Borrower”), and COMERICA BANK, successor by merger to Comerica Bank-California (“Bank”).

THIRD AMENDMENT
Lease • August 12th, 2004 • Logicvision Inc • Services-prepackaged software

THIS THIRD AMENDMENT TO LEASE (the “Third Amendment”) is made and entered into as of May 7, 2004, by and between CA-METRO PLAZA LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and LOGICVISION, INC., a Delaware corporation (“Tenant”).

Subject: Letter Agreement for Retirement
Logicvision Inc • October 30th, 2002 • Services-prepackaged software

As we have discussed, it is important for LogicVision to have an orderly succession plan. The Audit Committee has determined that your successor will have to be hired externally. I would like to allow a year to find your replacement; and therefore, we have discussed your intentions. You have expressed a retirement target date in the April to June 2003 range. In addition, you have indicated that once a replacement is found, that individual would only want a two-week overlap in order to effect an orderly transition. We have agreed that the best way to accomplish these objectives was to formalize a succession plan. This letter agreement summarizes our mutual understanding from the discussion.

SECOND AMENDMENT
Second Amendment • March 16th, 2004 • Logicvision Inc • Services-prepackaged software

THIS SECOND AMENDMENT (the “Amendment”) is made and entered into as of the 23 day of January, 2004, by and between CA-METRO PLAZA LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and LOGICVISION, INC., a Delaware corporation (“Tenant”).

FIFTH AMENDMENT TO LOAN AGREEMENT
Loan Agreement • November 12th, 2003 • Logicvision Inc • Services-prepackaged software

This Fifth Amendment to Loan Agreement is entered into as of August 26, 2003 (the “Amendment”), by and between COMERICA BANK, successor in interest to COMERICA BANK—CALIFORNIA (“Bank”) and LOGICVISION, INC. (“Borrower”).

AMENDMENT TO THE AGREEMENT
The Agreement • March 11th, 2003 • Logicvision Inc • Services-prepackaged software

NORTHERN TELECOM LIMITED, a corporation duly Incorporated under the laws of Canada, having its executive offices at 3 Robert Speck Parkway, Mississauga, Ontario, Canada, (hereinafter called “Northern Telecom”)

LOGICVISION, INC. 2000 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT
Stock Option Agreement • August 12th, 2003 • Logicvision Inc • Services-prepackaged software
LOGICVISION, INC SECOND AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • March 16th, 2004 • Logicvision Inc • Services-prepackaged software • California

THIS SECOND AMENDED AND RESTATED LOAN AGREEMENT (the “Agreement”) is entered into as of February 9, 2004, by and between COMERICA BANK, successor by merger to Comerica Bank-California (“Bank”) and LOGICVISION, INC. (“Borrower”).

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