PMFG, Inc. Sample Contracts

2,600,000 Shares* PMFG, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • February 17th, 2012 • PMFG, Inc. • General industrial machinery & equipment, nec • New York

PMFG, Inc., a Delaware corporation (the “Company”), proposes to issue and sell 2,600,000 shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”) and William Blair & Company, L.L.C. are serving as representatives (the “Representatives”). The Company has also agreed to grant to the Underwriters an option (the “Option”) to purchase up to an additional 390,000 shares of Common Stock, on the terms and for the purposes set forth in Section 1(b) (the “Option Shares”). The Firm Shares and the Option Shares are referred to collectively herein as the “Shares.”

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CREDIT AGREEMENT DATED AS OF SEPTEMBER 7, 2012 AMONG PMFG, INC. AND PEERLESS MFG. CO., EACH AS BORROWER, CITIBANK, N.A., AS ADMINISTRATIVE AGENT, SWINGLINE LENDER AND ISSUING BANK AND THE LENDERS PARTY HERETO CITIBANK, N.A., AS SOLE LEAD ARRANGER,...
Credit Agreement • September 11th, 2012 • PMFG, Inc. • General industrial machinery & equipment, nec • Texas

THIS CREDIT AGREEMENT dated as of September 7, 2012 is among PMFG, INC., a corporation duly formed and existing under the laws of the State of Delaware (“PMFG”), and PEERLESS MFG. CO., a corporation duly formed and existing under the laws of the State of Texas (“Peerless”, and PMFG and Peerless, individually and collectively shall be referred to herein as, the “Borrower”); each of the Lenders from time to time party hereto; and CITIBANK, N.A., a national banking association (in its individual capacity, “Citibank”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

Rights Agreement Dated as of August 15, 2008, By and Between PMFG, Inc. and Mellon Investor Services LLC, as Rights Agent
Rights Agreement • August 15th, 2008 • PMFG, Inc. • General industrial machinery & equipment, nec • Texas

This Rights Agreement, dated as of August 15, 2008 (this “Agreement”), is made and entered into by and between PMFG, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).

Rights Agreement Dated as of [• ], 2008, By and Between PMFG, Inc. and Mellon Investor Services LLC, as Rights Agent
Rights Agreement • January 10th, 2008 • PMFG, Inc. • Texas

This Rights Agreement, dated as of [ • ], 2008 (this “Agreement”), is made and entered into by and between PMFG, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 29th, 2011 • PMFG, Inc. • General industrial machinery & equipment, nec • Texas

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into to be effective as of November 28, 2011 (the “Effective Date”), between PEERLESS MFG. CO. (“Employer”), and Warren Hayslip (“Employee”).

EMPLOYMENT AGREEMENT
Employment Agreement • September 9th, 2008 • PMFG, Inc. • General industrial machinery & equipment, nec • Texas

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into to be effective as of May 22, 2008 (the “Effective Date”), between PEERLESS MFG. CO. (“Employer”), and ROBERT M. SHERMAN (“Employee”).

PEERLESS MFG. CO. STOCK OPTION AGREEMENT (Form of Non-Qualified Stock Option)
Stock Option Agreement • September 9th, 2008 • PMFG, Inc. • General industrial machinery & equipment, nec • Texas

THIS AGREEMENT (this “Agreement”), effective as of , is made and entered into by and between Peerless Mfg. Co., a Texas corporation (the “Corporation”), and (the “Participant”).

VOTING AGREEMENT
Voting Agreement • May 4th, 2015 • PMFG, Inc. • General industrial machinery & equipment, nec • Delaware

THIS VOTING AGREEMENT, dated as of May 3, 2015 (this “Agreement”), is entered into by and among the undersigned stockholders (each, a “Stockholder” and, collectively, the “Stockholders”) of CECO Environmental Corp., a Delaware corporation (“Parent”), and PMFG, Inc., a Delaware corporation (the “Company”).

JONES DAY LETTERHEAD] June 27, 2008
Merger Agreement • June 27th, 2008 • PMFG, Inc. • General industrial machinery & equipment, nec

Pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 10, 2008, among Peerless Mfg. Co., a Texas corporation (“Peerless”), PMFG, Inc., a Delaware corporation and a wholly owned subsidiary of Peerless (“PMFG”), and PMFG Merger Sub, Inc., a Texas corporation and a wholly owned subsidiary of PMFG (“Merger Sub”), Merger Sub will merge with and into Peerless (the “Merger”). You have requested our opinion with respect to the summary of the material U.S. federal income tax consequences of the Merger set forth under the caption “Material U.S. Federal Income Tax Consequences” in the Registration Statement on Form S-4 (including the proxy statement/prospectus contained therein, the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”).

PMFG, INC.
Restricted Stock Unit Award Agreement • July 24th, 2013 • PMFG, Inc. • General industrial machinery & equipment, nec • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of , 20 is entered into between PMFG, INC., a Delaware corporation (the “Company”), and (“Grantee”). Capitalized terms used herein but not defined shall have the meanings assigned to those terms in the PMFG, Inc. 2007 Stock Incentive Plan, as amended from time to time (the “Plan”).

Unaudited Pro Forma Financial Information
Unaudited Pro Forma Financial Information • January 17th, 2012 • PMFG, Inc. • General industrial machinery & equipment, nec

This unaudited pro forma combined financial information is presented for informational purposes only and does not purport to project what the Company’s results of operations or financial position actually would have been had the acquisition in fact occurred on the dates specified, nor does the information purport to project the Company’s results of operations or financial position for any future period or at any future date. All pro forma adjustments are based on preliminary estimates, available information and certain assumptions that the Company believes are reasonable and that are subject to revision upon finalization of the purchase accounting for the acquisition.

PEERLESS MFG. CO. REVOLVING CREDIT AND TERM LOAN AGREEMENT DATED AS OF APRIL 30, 2008 COMERICA BANK AS ADMINISTRATIVE AGENT AND LEAD ARRANGER
Joinder Agreement • May 12th, 2011 • PMFG, Inc. • General industrial machinery & equipment, nec • Texas

This Revolving Credit and Term Loan Agreement (“Agreement”) is made as of the 30th day of April, 2008, by and among the financial institutions from time to time signatory hereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), Arranger, Syndication Agent and Documentation Agent, PMFG, Inc. (“Holdings”), Peerless Mfg. Co. (“Company”), PMC Acquisition, Inc. (“PMC Acquisition”, and following the execution and delivery by any other Subsidiary, and acceptance by the Agent, from time to time, of a Credit Agreement Joinder Agreement from such Subsidiary, collectively with the Company and each such Subsidiary, the “Borrowers” and each individually, a “Borrower”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • October 3rd, 2013 • PMFG, Inc. • General industrial machinery & equipment, nec • Texas

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated effective as of September 30, 2013, among PMFG, INC., a Delaware corporation (“PMFG”), and PEERLESS MFG. CO., a Texas corporation (“Peerless”, and PMFG and Peerless, individually and collectively shall be referred to herein as, the “Borrower”); each of the Lenders party hereto; and CITIBANK, N.A., a national banking association (in its individual capacity, “Citibank”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

NINTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 10th, 2011 • PMFG, Inc. • General industrial machinery & equipment, nec • Texas

This Ninth Amendment to Credit Agreement (“Ninth Amendment”) is made as of this 9th day of November, 2011, by and among PMFG, Inc. (“Holdings”), the Borrowers (as defined below), which are listed on attached Schedule 1, the Lenders (as defined below) signatory hereto and Comerica Bank, as Agent for the Lenders (in such capacity, the “Agent”).

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • August 15th, 2008 • PMFG, Inc. • General industrial machinery & equipment, nec • Delaware

This ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made as of August 15, 2008, by and between PEERLESS MFG. CO., a Texas corporation (“Assignor”) and PMFG, INC., a Delaware corporation (“Assignee”).

PMFG, INC.
Restricted Stock Award Agreement • July 24th, 2013 • PMFG, Inc. • General industrial machinery & equipment, nec • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of , 20 is entered into between PMFG, INC., a Delaware corporation (the “Company”), and (“Grantee”). Capitalized terms used herein but not defined shall have the meanings assigned to those terms in the PMFG, Inc. 2007 Stock Incentive Plan, as amended from time to time (the “Plan”).

March 27, 2015
Credit Agreement • May 7th, 2015 • PMFG, Inc. • General industrial machinery & equipment, nec • Texas

Reference is hereby made to that certain Credit Agreement dated as of September 7, 2012 (as the same may be amended, supplemented or modified from time to time, the “Credit Agreement”), by and between PMFG, INC., a Delaware corporation (“PMFG”), and PEERLESS MFG. CO., a Texas corporation (“Peerless”, and PMFG and Peerless, collectively, the “Borrower”), CITIBANK, N.A., a national banking association, as administrative agent (the “Administrative Agent”), and the Lenders. All capitalized terms used and not otherwise defined herein shall have their respective meanings as set forth in the Credit Agreement.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 13th, 2014 • PMFG, Inc. • General industrial machinery & equipment, nec • Texas

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on February 7, 2014, to be effective as of March 1, 2014 (the “Effective Date”), between PMFG, INC. and its wholly-owned subsidiary, PEERLESS MFG. CO. (collectively, the “Employer”), and PETER J. BURLAGE (“Employee”). This Agreement amends and restates that certain Amended and Restated Employment Agreement by and between the Employer and the Employee dated March 1, 2010.

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 9th, 2014 • PMFG, Inc. • General industrial machinery & equipment, nec • Texas

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated May 7, 2014, but to be effective as of March 29, 2014 (the “Effective Date”), among PMFG, INC., a Delaware corporation (“PMFG”), and PEERLESS MFG. CO., a Texas corporation (“Peerless”, and PMFG and Peerless, individually and collectively shall be referred to herein as, the “Borrower”); each of the Lenders party hereto; and CITIBANK, N.A., a national banking association (in its individual capacity, “Citibank”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

SEVENTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • September 14th, 2011 • PMFG, Inc. • General industrial machinery & equipment, nec • Texas

This Seventh Amendment to Credit Agreement (“Seventh Amendment”) is made as of this 12th day of September, 2011, by and among PMFG, Inc. (“Holdings”), Borrowers (as defined below), which are listed on attached Schedule 1, the Lenders (as defined below) signatory hereto and Comerica Bank, as Agent for the Lenders (in such capacity, the “Agent”).

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • September 13th, 2010 • PMFG, Inc. • General industrial machinery & equipment, nec • Texas

This Third Amendment to Credit Agreement (“Third Amendment”) is made as of this 12th day of July, 2010, by and among Borrowers (as defined below), which are listed on attached Schedule 1, the Lenders (as defined below) signatory hereto and Comerica Bank, as Agent for the Lenders (in such capacity, the “Agent”).

PMFG, INC.
Restricted Stock Award Agreement • July 24th, 2013 • PMFG, Inc. • General industrial machinery & equipment, nec • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of , 20 is entered into between PMFG, Inc., a Delaware corporation (the “Company”), and (“Grantee”). Capitalized terms used herein but not defined shall have the meanings assigned to those terms in the PMFG, Inc. 2007 Stock Incentive Plan, as amended from time to time (the “Plan”).

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CEFCO PROCESS MANUFACTURING LICENSING AGREEMENT
Manufacturing Licensing Agreement • July 12th, 2010 • PMFG, Inc. • General industrial machinery & equipment, nec • Texas

This CEFCO Process Manufacturing Licensing Agreement (this “Agreement”) is made and entered into to be effective as of July 12, 2010 (the “Effective Date”), by and between CEFCO Global Clean Energy, LLC (the “Company”), a Texas limited liability company, and Peerless Mfg. Co., (“Peerless”), a Texas corporation, (each a “Party” and collectively “Parties”). Capitalized terms used herein are defined in Section 1.01 or in the applicable Section cross-referenced in Section 1.01.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 1st, 2010 • PMFG, Inc. • General industrial machinery & equipment, nec • Texas

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into to be effective as of March 1, 2010, (the “Effective Date”), between PEERLESS MFG. CO. (“Employer”), and PETER J. BURLAGE (“Employee”). This Agreement amends and restates that certain Employment Agreement by and between the Employers and the Employee dated March 21, 2007. The Agreement supersedes and replaces that March 21, 2007 Employment Agreement.

SIXTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 6th, 2011 • PMFG, Inc. • General industrial machinery & equipment, nec • Texas

This Sixth Amendment to Credit Agreement (“Sixth Amendment”) is made as of this 6th day of May, 2011, by and among PMFG, Inc. (“Holdings”), Borrowers (as defined below), which are listed on attached Schedule 1, the Lenders (as defined below) signatory hereto and Comerica Bank, as Agent for the Lenders (in such capacity, the “Agent”).

CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • September 8th, 2009 • PMFG, Inc. • General industrial machinery & equipment, nec • Texas

This Consent and First Amendment to Credit Agreement (“First Amendment”) is made as of this 4th day of September, 2009 by and among Borrowers (as defined below), which are listed on attached Schedule 1, the Lenders (as defined below) signatory hereto and Comerica Bank, as Agent for the Lenders (in such capacity, the “Agent”).

EXHIBIT A Joint Filing Agreement
Joint Filing Agreement • September 15th, 2009 • PMFG, Inc. • General industrial machinery & equipment, nec

This Joint Filing Agreement is dated as of September 14, 2009 by and among Vincent Gorguze, Gloria Gorguze and the Vincent and Gloria Gorguze Trust dated March 27, 1998.

EMPLOYMENT AGREEMENT
Employment Agreement • April 25th, 2011 • PMFG, Inc. • General industrial machinery & equipment, nec • Texas

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into to be effective as of April 25, 2011 (the “Effective Date”), between PEERLESS MFG. CO. (“Employer”), and RONALD L. McCRUMMEN (“Employee”).

EMPLOYMENT AGREEMENT
Employment Agreement • February 9th, 2009 • PMFG, Inc. • General industrial machinery & equipment, nec • Texas

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into to be effective as of December 8, 2008, (the “Effective Date”), between PEERLESS MFG. CO. (“Employer”), and Melissa Beare (“Employee”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 9th, 2014 • PMFG, Inc. • General industrial machinery & equipment, nec • New York

This ASSET PURCHASE AGREEMENT, dated as of March 18, 2014 (this “Agreement”), by and among, Combustion Components Associates, Inc., a Connecticut corporation (“Seller”), R. Gifford Broderick, the sole owner of the capital stock of Seller (the “Shareholder”), and Peerless Mfg. Co., a Texas corporation (“Buyer”). Seller, Buyer and the Shareholder are each referred to herein as a “Party” and, collectively, as the “Parties.”

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • September 14th, 2009 • PMFG, Inc. • General industrial machinery & equipment, nec • Michigan

This Second Amendment to Credit Agreement (“Second Amendment”) is made as of this 9th day of September, 2009 by and among Borrowers (as defined below), which are listed on attached Schedule 1, the Lenders (as defined below) signatory hereto and Comerica Bank, as Agent for the Lenders (in such capacity, the “Agent”).

FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 8th, 2011 • PMFG, Inc. • General industrial machinery & equipment, nec • Texas

This Fifth Amendment to Credit Agreement (“Fifth Amendment”) is made as of this 8th day of February, 2011, by and among PMFG, Inc. (“Holdings”), Borrowers (as defined below), which are listed on attached Schedule 1, the Lenders (as defined below) signatory hereto and Comerica Bank, as Agent for the Lenders (in such capacity, the “Agent”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 8th, 2009 • PMFG, Inc. • General industrial machinery & equipment, nec • New York

THIS SECURITIES PURCHASE AGREEMENT is entered into as of September 4, 2009, by and between PMFG, Inc. (the “Company”), a corporation organized under the laws of the State of Delaware, with its principal offices at 14651 North Dallas Parkway, Suite 500, Dallas, Texas 75254, and the purchasers whose names and addresses are set forth on the signature pages hereof (individually referred to as a “Purchaser” and, collectively, the “Purchasers”).

CONTRACT OF SALE
Contract of Sale • September 15th, 2011 • PMFG, Inc. • General industrial machinery & equipment, nec • Texas

In consideration of the mutual covenants, representations, warranties, agreements, and provisions herein contained, the parties hereto hereby agree as follows:

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