Polaroid Holding Co Sample Contracts

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BACKGROUND
Management Agreement • April 14th, 2004 • Polaroid Holding Co • Photographic equipment & supplies • New York
CREDIT AGREEMENT
Credit Agreement • April 14th, 2004 • Polaroid Holding Co • Photographic equipment & supplies • New York
BACKGROUND.
Employment Agreement • April 14th, 2004 • Polaroid Holding Co • Photographic equipment & supplies • Massachusetts
TERMS
Registration Rights Agreement • April 14th, 2004 • Polaroid Holding Co • Photographic equipment & supplies • Delaware
Exhibit 10.1(e) RESTRICTED STOCK PURCHASE AGREEMENT
Restricted Stock Purchase Agreement • April 14th, 2004 • Polaroid Holding Co • Photographic equipment & supplies • Delaware
Exhibit 10.3(b) AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT is made this 7th day of August, 2003, to the EMPLOYMENT AGREEMENT by and among Polaroid Corporation and Polaroid Holding Company (collectively "Polaroid") and John Michael Pocock (the...
Employment Agreement • April 14th, 2004 • Polaroid Holding Co • Photographic equipment & supplies

THIS AMENDMENT is made this 7th day of August, 2003, to the EMPLOYMENT AGREEMENT by and among Polaroid Corporation and Polaroid Holding Company (collectively "Polaroid") and John Michael Pocock (the "Executive") dated May 30, 2003 (the "Agreement").

AGREEMENT
Employment Agreement • April 14th, 2004 • Polaroid Holding Co • Photographic equipment & supplies • Massachusetts
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • April 14th, 2004 • Polaroid Holding Co • Photographic equipment & supplies • Delaware
ONE EQUITY PARTNERS LLC 320 Park Avenue, 18th Floor New York, New York 10022
Polaroid Holding Co • April 14th, 2004 • Photographic equipment & supplies

Reference is made to the Second Amended and Restated Asset Purchase Agreement dated as of July 3, 2002 (the "Asset Purchase Agreement") among OEP Imaging Corporation, a Delaware corporation (the "Purchaser"), Polaroid Corporation, a Delaware corporation ("Polaroid"), and the subsidiaries of Polaroid listed on the signature pages thereto (collectively, together with Polaroid, the "Sellers") pursuant to which the Sellers have agreed to sell to the Purchaser, and the Purchaser has agreed to purchase from the Sellers, substantially all of the assets and to assume certain liabilities of the Sellers.

ESCROW AGREEMENT ($40,000,000)
Escrow Agreement • January 10th, 2005 • Polaroid Holding Co • Photographic equipment & supplies • New York

ESCROW AGREEMENT, dated as of January 7, 2005 (this “Agreement”), is entered into by and among Petters Group Worldwide, LLC, a Delaware limited liability company (“Parent”), Petters Consumer Brands, LLC, a Delaware limited liability company (“Purchaser”), Polaroid Holding Company, a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, a national banking association, as escrow agent (the “Escrow Agent”). Parent, Purchaser and the Company are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”

AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 9th, 2005 • Polaroid Holding Co • Photographic equipment & supplies • Delaware

This Amendment No. 1 to the Agreement and Plan of Merger (this “Amendment and Agreement”), dated as of March 9, 2005, is among PETTERS GROUP WORLDWIDE, LLC, a Delaware limited liability company (“Parent”), PETTERS CONSUMER BRANDS, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Purchaser”), and POLAROID HOLDING COMPANY, a Delaware corporation (the “Company”).

EXHIBIT 10.1(h) AMENDED AND RESTATED SECURITIES HOLDERS AGREEMENT
Securities Holders Agreement • April 14th, 2004 • Polaroid Holding Co • Photographic equipment & supplies • Delaware
FORM OF VOTING AGREEMENT
Form of Voting Agreement • January 10th, 2005 • Polaroid Holding Co • Photographic equipment & supplies • Delaware

This VOTING AGREEMENT, dated as of January 7, 2005 (the “Agreement”), is entered into among PETTERS GROUP WORLDWIDE, LLC, a Delaware limited liability Company (“Parent”), PETTERS CONSUMER BRANDS, LLC, a Delaware limited liability company (“Purchaser”), and the principal stockholder of POLAROID HOLDING COMPANY, a Delaware corporation (the “Company”), whose signature appears on the signature page to this Agreement (the “Principal Stockholder”).

ESCROW AGREEMENT
Escrow Agreement • January 10th, 2005 • Polaroid Holding Co • Photographic equipment & supplies • New York

ESCROW AGREEMENT, dated as of January 7, 2005 (this “Agreement”), is entered into by and among Petters Group Worldwide, LLC, a Delaware limited liability company (“Parent”), Petters Consumer Brands, LLC, a Delaware limited liability company (“Purchaser”), Polaroid Holding Company, a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, a national banking association, as escrow agent (the “Escrow Agent”). Parent, Purchaser and the Company are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”

Eighth Waiver and Amendment Letter
Polaroid Holding Co • December 10th, 2004 • Photographic equipment & supplies
AGREEMENT AND PLAN OF MERGER by and among PETTERS GROUP WORLDWIDE, LLC, PETTERS CONSUMER BRANDS, LLC and POLAROID HOLDING COMPANY January 7, 2005
Agreement and Plan of Merger • January 10th, 2005 • Polaroid Holding Co • Photographic equipment & supplies • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of January 7, 2005 (this “Agreement”), among PETTERS GROUP WORLDWIDE, LCC, a Delaware limited liability company (“Parent”), PETTERS CONSUMER BRANDS, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Purchaser”), and POLAROID HOLDING COMPANY, a Delaware corporation (the “Company”).

Amendment No. 1 to the Amended and Restated Securities Holders Agreement by and among Polaroid Holding Company One Equity Partners LLC and The Other Management Investors Named Therein dated as of February 5, 2003
Polaroid Holding Co • January 12th, 2005 • Photographic equipment & supplies

This is an amendment to the Amended and Restated Securities Holders Agreement by and among Polaroid Holding Company (the “Company”), One Equity Partners LLC (“OEP”) and The Other Management Investors Named Therein (the “Management Investors”), dated as of February 5, 2003, as previously amended (the “Securities Holders Agreement”). Defined terms not otherwise defined herein shall have the meanings given such terms in the Securities Holders Agreement.

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