Global Traffic Network, Inc. Sample Contracts

BACKGROUND
Employment Agreement • December 16th, 2005 • Global Traffic Network, Inc. • Nevada
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BACKGROUND
Stock Option Agreement • January 25th, 2006 • Global Traffic Network, Inc. • Services-miscellaneous business services • Minnesota
NEWS REPORT BROADCASTING AGREEMENT AUSTEREO NETWORK
Global Traffic Network, Inc. • February 17th, 2006 • Services-miscellaneous business services • New South Wales
RECITALS
Guaranty Agreement • December 16th, 2005 • Global Traffic Network, Inc. • New York
ARTICLE II TERMINATION OF SHAREHOLDER AGREEMENTS
Securities Exchange Agreement • December 16th, 2005 • Global Traffic Network, Inc. • Nevada
AGREEMENT AND PLAN OF MERGER among GTCR GRIDLOCK HOLDINGS (CAYMAN), L.P., GTCR GRIDLOCK HOLDINGS, INC., GTCR GRIDLOCK ACQUISITION SUB, INC. and GLOBAL TRAFFIC NETWORK, INC. Dated as of August 2, 2011
Agreement and Plan of Merger • August 3rd, 2011 • Global Traffic Network, Inc. • Services-miscellaneous business services • Nevada

AGREEMENT AND PLAN OF MERGER, dated as of August 2, 2011 (this “Agreement”), by and among GTCR Gridlock Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership (“Parent”) acting by its general partner, GTCR Gridlock Partners, Ltd., a Cayman Islands limited company, GTCR Gridlock Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“U.S. Parent”), GTCR Gridlock Acquisition Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of U.S. Parent (the “Purchaser”), and Global Traffic Network, Inc., a Nevada corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement, unless the context indicates otherwise.

RECITALS
Senior Note Purchase Agreement • December 16th, 2005 • Global Traffic Network, Inc. • New York
EMPLOYMENT AGREEMENT
Employment Agreement • July 7th, 2011 • Global Traffic Network, Inc. • Services-miscellaneous business services • New York

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective (the “Effective Date”) as of July 1, 2011, by and between Global Traffic Network, Inc., a Nevada corporation located at 880 Third Avenue, 6th Floor, New York, NY 10022 (the “Company”), and Gary Worobow, with a mailing address of 19 Withington Road, Scarsdale, New York 10583 (the “Employee”).

4,500,000 Shares Global Traffic Network, Inc. Common Stock, Par Value $0.001 Per Share Underwriting Agreement
Global Traffic Network, Inc. • August 1st, 2007 • Services-miscellaneous business services • New York

Introductory. Global Traffic Network, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 4,500,000 shares (the “Firm Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company. In addition, the Company has granted to the Underwriters an option to purchase up to an additional 675,000 shares (the “Optional Shares”) of Common Stock, as provided in Section 2. The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Shares.” Oppenheimer & Co. (“Oppenheimer”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Shares.

SEVERANCE AGREEMENT AND GENERAL RELEASE
Severance Agreement and General Release • February 14th, 2007 • Global Traffic Network, Inc. • Services-miscellaneous business services • New York

This Severance Agreement and General Release (“Agreement”) is made and entered into by and between Global Traffic Network, Inc. (the “Company”), a Delaware corporation having a corporate business headquarters at 800 Second Avenue, 5th Floor, New York, New York, and Kenneth A. Casseri (“Mr. Casseri”), a resident of the state of New York.

CONTEXT OF THIS AGREEMENT
Report Supply Agreement • December 16th, 2005 • Global Traffic Network, Inc. • Ontario
AMENDMENT NO. 1 TO NON-COMPETE AND CONFIDENTIALITY AGREEMENT
Non-Compete and Confidentiality Agreement • February 14th, 2007 • Global Traffic Network, Inc. • Services-miscellaneous business services

This Amendment No. 1 to Non-Compete and Confidentiality Agreement (this “Amendment”) is made and entered into as of January 16, 2007 (the “Effective Date”) by and between Canadian Traffic Network ULC, an Alberta corporation (the “Company”) and an indirect wholly-owned subsidiary of Global Traffic Network, Inc., a Delaware corporation (“GTN”), and Ken Casseri (the “Employee”).

July 21, 2009 Mr. Dale Arfman 16480 Reddington Drive Reddington Beach, FL 33708 Dear Mr. Arfman:
Global Traffic Network, Inc. • July 28th, 2009 • Services-miscellaneous business services

This will confirm our agreement regarding the resignation of your employment at Global Traffic Network, Inc. (“GTN”) and your consulting arrangement with GTN and its related entities (the “Company”).

CONTRIBUTION, NON-TENDER AND SUPPORT AGREEMENT
Non-Tender and Support Agreement • August 4th, 2011 • Global Traffic Network, Inc. • Services-miscellaneous business services • Nevada

This Contribution, Non-Tender and Support Agreement (this “Agreement”), dated as of August 2, 2011, is entered into by and between GTCR Gridlock Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership (“Parent”), and William L. Yde III, individually (the “Investor”), a stockholder of Global Traffic Network, Inc., a Nevada corporation (the “Company”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • April 4th, 2007 • Global Traffic Network, Inc. • Services-miscellaneous business services

This Amendment No. 1 to Employment Agreement (this “Amendment”) is made and entered into on April 4, 2007, but to be effective as of March 29, 2007 (the “Effective Date”), by and between Global Traffic Network, Inc., a Delaware corporation located at 800 Second Avenue, 5th Floor, New York, NY 10017 (the “Company”), and Scott Cody, with a mailing address of P.O. Box 442, 252 School Street, Howard, PA 16841 (the “Employee”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 13th, 2009 • Global Traffic Network, Inc. • Services-miscellaneous business services • New York

This Employment Agreement (this “Agreement”) is made and entered into on March 11, 2009, but to be effective as of March 1, 2009 (the “Effective Date”), by and between Global Traffic Network, Inc., a Nevada corporation with a business office located at 880 Third Avenue, 6th Floor, New York, NY 10022 (the “Company”), and Gary L. Worobow (the “Employee”).

EMPLOYMENT AGREEMENT
Employment Agreement • February 17th, 2006 • Global Traffic Network, Inc. • Services-miscellaneous business services • Nevada

This Employment Agreement (this “Agreement”) is made and entered into effective (the “Effective Date”) as of the closing date of the proposed initial public offering of Global Traffic Network, Inc., a Delaware corporation located at 7251 West Lake Mead Boulevard, Suite 300, Las Vegas, Nevada 89128 (the “Company”), by and between the Company and Scott Cody, with a mailing address of 525 Teetshorn Street, Houston, Texas 77009 (the “Employee”).

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Contract
Report Supply Agreement • June 28th, 2007 • Global Traffic Network, Inc. • Services-miscellaneous business services • New South Wales

Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 406 of the Securities Act of 1933, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.

RECITALS:
Management Agreement • March 15th, 2006 • Global Traffic Network, Inc. • Services-miscellaneous business services
Form of Global Traffic Network, Inc. Restricted Stock Agreement
Restricted Stock Agreement • April 11th, 2008 • Global Traffic Network, Inc. • Services-miscellaneous business services • Nevada

This Restricted Stock Agreement (this “Agreement”) made effective as of ___, is by and between Global Traffic Network, Inc., a Nevada corporation (the “Company”), and ___(the “Director”).

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • July 3rd, 2008 • Global Traffic Network, Inc. • Services-miscellaneous business services

This Amendment No. 1 to Employment Agreement (this “Amendment”) is made and entered into on July 1, 2008, by and between Global Traffic Network, Inc., a Nevada corporation located at 880 Third Avenue, 6th Floor, New York, NY 10022 (the “Company”), and William L. Yde III, with a mailing address of 2091 Cherry Creek Circle, Las Vegas, Nevada 89135 (the “Employee”).

Guaranty
Global Traffic Network, Inc. • August 3rd, 2011 • Services-miscellaneous business services • New York

This Guaranty, dated as of August 2, 2011 (this “Guaranty”), by GTCR Fund X/A AIV LP, a Cayman Islands exempted limited partnership (the “Guarantor”) is in favor of Global Traffic Network, Inc., a Nevada corporation (the “Company”). Reference is hereby made to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 2, 2011, by and among GTCR Gridlock Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership (“Parent”), GTCR Gridlock Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“U.S. Parent”), GTCR Gridlock Acquisition Sub., Inc., a Nevada corporation and a wholly-owned subsidiary of U.S. Parent (the “Purchaser”), and the Company. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.

Contract
Global Traffic Network, Inc. • September 10th, 2009 • Services-miscellaneous business services

Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule24b-2 promulgated under the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Employment Agreement • July 3rd, 2008 • Global Traffic Network, Inc. • Services-miscellaneous business services

This Amendment No. 2 to Employment Agreement (this “Amendment”) is made and entered into on July 1, 2008, by and between Global Traffic Network, Inc., a Nevada corporation located at 880 Third Avenue, 6th Floor, New York, NY 10022 (the “Company”), and Scott Cody, with a mailing address of P.O. Box 442, 252 School Street, Howard, PA 16841 (the “Employee”).

INFORMATION REPORT SUPPLY AGREEMENT
Report Supply Agreement • September 9th, 2008 • Global Traffic Network, Inc. • Services-miscellaneous business services • New South Wales
AGREEMENT TO JOINTLY FILE SCHEDULE 13D
Global Traffic Network, Inc. • February 13th, 2007 • Services-miscellaneous business services

The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of Global Traffic Network, Inc. and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned.

DEED OF AMENDMENT TO SHARE PURCHASE AGREEMENT RELATING TO THE UNIQUE BROADCASTING COMPANY LIMITED
Global Traffic Network, Inc. • July 28th, 2009 • Services-miscellaneous business services

Under the terms of a share purchase agreement entered into by the Parties and dated 1 February 2009 (“SPA”) the Seller sold to the Buyer the entire issued share capital of The Unique Broadcasting Company Limited (as it was then called). Under the terms of the SPA Seller is entitled to receive certain earn out consideration subject to the achievement of certain conditions (“Earn Out”).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • February 26th, 2008 • Global Traffic Network, Inc. • Services-miscellaneous business services

This Agreement and Plan of Merger (the “Plan”) is adopted as of February 20, 2008, by and between Global Traffic Network, Inc., a Delaware corporation (“Global Delaware”), and Global Traffic Network, Inc., a Nevada corporation and a wholly owned subsidiary of Global Delaware (“Global Nevada”).

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