Hostopia.com Inc. Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • July 3rd, 2006 • Hostopia.com Inc. • Ontario

THIS AGREEMENT is made and entered into as of the 1st day of June, 2006 by and between Hostopia.com Inc. (the "Company") and Colin Campbell (the "Employee").

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 3rd, 2006 • Hostopia.com Inc. • Delaware

INDEMNIFICATION AGREEMENT, effective as of [ ] [ ], 200[ ], by and between Hostopia.com Inc., a Delaware corporation (the "Company"), and [ ] (the "Indemnitee").

EMPLOYMENT AGREEMENT
Employment Agreement • July 3rd, 2006 • Hostopia.com Inc. • Ontario

WHEREAS Hostopia has agreed to employ the Employee in the position of Executive Vice President and Chief Marketing Officer, and the Employee has agreed to accept such employment;

IMAGE LIBRARY AGREEMENT
Agreement • July 3rd, 2006 • Hostopia.com Inc. • Ontario

WHEREAS Hostopia is a provider of web hosting, electronic commerce, e-mail solutions and other related services through Internet accessible means;

LEASE BETWEEN BADENHURST-AIRWAY CENTRE LTD. – and – HOSTOPIA.COM INC. Airway Centre, Building II 5915 Airport Road, Mississauga Barbara Lanys Bloom & Lanys 250 Roehampton Avenue Suite 100 Toronto, Ontario M4P 1R9
Lease Amending Agreement • July 3rd, 2006 • Hostopia.com Inc. • Ontario

WITNESSETH that in consideratioin of the rents, covenants and agreements hereinafter reserved and contained, the Landlord and the Tenant covenant and agree as follows:

UNDERWRITING AGREEMENT
Hostopia.com Inc. • October 30th, 2006 • Services-business services, nec • New York

RBC Dominion Securities Inc., TD Securities Inc., GMP Securities L.P. and Haywood Securities Inc. (collectively, the "Underwriters") hereby offers to purchase from Hostopia.com Inc., a Delaware corporation (the "Company") an aggregate of • shares of common stock, $0.0001 par value per share ("Common Stock") of the Company. In connection therewith and subject to the terms and conditions herein, the Company proposes to issue and sell an aggregate of • shares of Common Stock (the "Treasury Shares") at a price of $ • per share.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 3rd, 2006 • Hostopia.com Inc. • New York

THIS REGISTRATION RIGHTS AGREEMENT, dated as of December 27, 2001, is among Hostopia.com, Inc., a Delaware corporation (the "Company"), and the persons listed on Schedule A attached hereto (the "Purchasers").

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • July 3rd, 2006 • Hostopia.com Inc. • New York

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is entered into as of January 31, 2006, by and between FortuneCity.com Inc., a Delaware corporation ("Seller"), and Hostopia.com Inc., a Delaware corporation ("Purchaser").

TEMPLATE PURCHASE AGREEMENT
Template Purchase Agreement • July 3rd, 2006 • Hostopia.com Inc. • Ontario

WHEREAS Hostopia is a provider of web hosting, electronic commerce, e-mail solutions and other related services through Internet accessible means;

SERVICES AGREEMENT THIS AGREEMENT made as of the 1st day of July, 2005 ("Effective Date"). BETWEEN: HOSTOPIA.COM INC., a corporation incorporated under the laws of the State of Delaware (hereinafter called "Hostopia") – and – GEEKSFORLESS INC., a...
Services Agreement • July 3rd, 2006 • Hostopia.com Inc. • Ontario

AND WHEREAS GFL contracts with Ukrainian-based computer programmers and provides computer programming and other technical services;

SHAREHOLDER AGREEMENT [UPDATED TO AUGUST 27, 2003]
Agreement • July 3rd, 2006 • Hostopia.com Inc. • Ontario

TELUS CORPORATION, a corporation incorporated under the laws of British Columbia with its principal place of business located at 21 - 3777 Kingsway, Burnaby, British Columbia, Canada V5H 3Z7,

MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • July 3rd, 2006 • Hostopia.com Inc. • Ontario

THIS AGREEMENT is made and entered into as of the 1st day of June, 2006 by and between HOSTOPIA.COM INC. (the "Company"), and John Nemanic (the "Contractor").

EMPLOYMENT AGREEMENT
Employment Agreement • June 27th, 2008 • Hostopia.com Inc. • Services-business services, nec • Ontario

THIS AGREEMENT is made and entered into as of the 1st day of April, 2008 by and between Hostopia.com Inc. (the “Company”) and Peter Kostandenou (the “Employee”).

AGREEMENT AND PLAN OF MERGER among Deluxe Corporation, Deluxe Business Operations, Inc., Helix Merger Corp., and Hostopia.com Inc. Dated as of June 18, 2008
Agreement and Plan of Merger • June 23rd, 2008 • Hostopia.com Inc. • Services-business services, nec • Delaware

This Agreement and Plan of Merger (this “Agreement”) is made as of June 18, 2008 among Deluxe Corporation, a Minnesota corporation (“Parent”), Deluxe Business Operations, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Operating Sub”), Helix Merger Corp., a Delaware corporation and wholly owned subsidiary of Operating Sub (“Sub”), and Hostopia.com Inc., a Delaware corporation (the “Company”). The Company and Sub are sometimes collectively referred to as the “Constituent Corporations.”

INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 27th, 2008 • Hostopia.com Inc. • Services-business services, nec • Ontario

This Indemnification Agreement (“Agreement”) is made as of this ____ day of ____________________, 20___ by and between Hostopia.com Inc., a Delaware corporation (the “Corporation”), and ________________________ (the “Indemnitee”).

VOTING AGREEMENT
Voting Agreement • June 23rd, 2008 • Hostopia.com Inc. • Services-business services, nec • Delaware

This Voting Agreement is dated as of June 18, 2008, among Deluxe Corporation, a Minnesota corporation (“Parent”), and the persons listed on Annex A hereto, each of whom is a stockholder (a “Stockholder”) of Hostopia.com Inc., a Delaware corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER involving HOSTOPIA.COM INC. and DELUXE CORPORATION, DELUXE BUSINESS OPERATIONS, INC. AND HELIX MERGER CORP. SPECIAL MEETING OF STOCKHOLDERS OF HOSTOPIA.COM INC. TO BE HELD ON JULY 30, 2008 NOTICE OF SPECIAL MEETING AND...
Agreement and Plan of Merger • July 9th, 2008 • Hostopia.com Inc. • Services-business services, nec • Delaware

This management information circular (this “Circular”) is furnished in connection with the solicitation by the management of Hostopia.com Inc. (“Hostopia” or the “Company”) of proxies to be used at the Company’s special meeting of holders of shares of common stock in the capital of the Company to be held at Suite 1600, 1 First Canadian Place, 100 King Street West, Toronto, Ontario M5X 1G5 on July 30, 2008 at 10:00 a.m. (Toronto time), or at any adjournment or postponement thereof, to consider and vote upon a special resolution to adopt and approve the Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 18, 2008, among Hostopia, Deluxe Corporation (“Deluxe”), Deluxe Business Operations, Inc. (“Operating Sub”), a wholly-owned subsidiary of Deluxe, and Helix Merger Corp. (“Sub”), a wholly-owned subsidiary of Operating Sub, as it may be amended from time to time, and to approve the merger of Sub with and into Hostopia (the “Merger”), as contemplated by the Merger Agreem

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • June 27th, 2008 • Hostopia.com Inc. • Services-business services, nec • Ontario
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