Hei Inc Sample Contracts

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EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG
Agreement and Plan of Reorganization • March 21st, 2000 • Hei Inc • Semiconductors & related devices • Minnesota
RECITALS:
Registration Rights Agreement • September 4th, 2001 • Hei Inc • Semiconductors & related devices • Minnesota
HEI, INC. EMPLOYMENT AGREEMENT
Employment Agreement • December 16th, 2003 • Hei Inc • Semiconductors & related devices • Minnesota
EXHIBIT 2.1 PURCHASE AGREEMENT
Purchase Agreement • February 10th, 2003 • Hei Inc • Semiconductors & related devices • New York
WITNESSETH:
Term Loan Agreement • December 16th, 2003 • Hei Inc • Semiconductors & related devices • Minnesota
EXHIBIT 10.50 ASSET PURCHASE AGREEMENT DATED OCTOBER 31, 2003
Asset Purchase Agreement • December 16th, 2003 • Hei Inc • Semiconductors & related devices • Massachusetts
RECITALS:
Credit Agreement • November 27th, 1998 • Hei Inc • Semiconductors & related devices • Minnesota
WITNESSETH:
Hei Inc • December 16th, 2003 • Semiconductors & related devices • Minnesota
LEASE
Hei Inc • April 10th, 2003 • Semiconductors & related devices • Colorado
WITNESSETH:
Hei Inc • December 16th, 2003 • Semiconductors & related devices • Minnesota
CURRENT NOTE
Hei Inc • November 27th, 1998 • Semiconductors & related devices
WAIVER AND AMENDMENT Dated as of December 29, 2004
Waiver and Amendment • January 5th, 2005 • Hei Inc • Semiconductors & related devices

Reference is made to that certain Term Loan Agreement (the “Loan Agreement”), dated October 14, 2003, and amended effective as of November 30, 2004, by and between HEI Inc., a Minnesota corporation (the “Borrower”) and Commerce Bank, a Minnesota banking corporation (the “Lender”).

HEI, INC. EMPLOYMENT AGREEMENT
Employment Agreement • July 12th, 2006 • Hei Inc • Semiconductors & related devices • Minnesota

This Employment Agreement is made and entered into as of July 10, 2006, and effective as of July 7, 2006 (the “Effective Date”), by and among HEI, Inc., a Minnesota corporation (the “Corporation”), and Nina M. Anderson (“Employee”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 9th, 2004 • Hei Inc • Semiconductors & related devices • Minnesota

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 23, 2004, between HEI, Inc., a Minnesota corporation (the “Company”), and the investor identified on the signature page to this Agreement (“Purchaser”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 19th, 2004 • Hei Inc • Semiconductors & related devices • Minnesota

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 13, 2004, among HEI, Inc., a Minnesota corporation (the “Company”), and the individuals and entities listed on Schedule 1 hereto (each, a “Purchaser” and, collectively, the “Purchasers”). The Company and the Purchasers are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties”).

Commerce Leasing Corporation Commerce Mortgage Company WAIVER AND AMENDMENT Dated as of May 27, 2006
Hei Inc • June 22nd, 2006 • Semiconductors & related devices

Reference is made to that certain Term Loan Agreement (the “Loan Agreement”), dated October 28, 2003, by and between HEI Inc., a Minnesota corporation (the “Borrower”) and Commerce Financial Group, Inc., a Minnesota corporation (the “Lender”), as amended by the certain Waiver and Amendment dated as of November 30, 2003, between Borrower and Lender; and that certain Promissory Note (the “Promissory Note”), dated October 28, 2003, made by the Borrower in favor of the Lender.

FORM OF WARRANT
Hei Inc • May 11th, 2005 • Semiconductors & related devices • Minnesota

This Warrant and any securities acquired upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended, or any state securities laws. The securities may not be offered for sale, sold, transferred or assigned in the absence of an effective registration statement for the securities under such Act or applicable state securities laws or pursuant to an applicable exemption to the registration requirements of such Act and such laws.

RECITALS
Agreement Regarding Additional Security Deposit • April 10th, 2003 • Hei Inc • Semiconductors & related devices • Colorado
WAIVER AND RELEASE AGREEMENT
Waiver and Release Agreement • February 1st, 2005 • Hei Inc • Semiconductors & related devices • Minnesota

Douglas Nesbit (“Employee”) and HEI, Inc. (“Employer”) freely and voluntarily enter into this Waiver and Release Agreement (“Agreement”), intending to be legally bound, according to the terms set forth below.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 19th, 2004 • Hei Inc • Semiconductors & related devices • Minnesota

This Stock Purchase Agreement (this “Agreement”), dated as of February 13, 2004, is entered into by and among the Investors listed on Exhibit A hereto (each an “Investor” or jointly the “Investors”) and HEI, Inc., a Minnesota corporation (the “Company”). The Investors and the Company are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

WAIVER AND AMENDMENT Dated as of January 12, 2007
Waiver and Amendment • January 16th, 2007 • Hei Inc • Semiconductors & related devices

Reference is made to that certain Term Loan Agreement (the “Loan Agreement”), dated October 28, 2003, by and between HEI Inc., a Minnesota corporation (the “Borrower”) and Commerce Financial Group, Inc., a Minnesota corporation (the “Lender”), as amended by those certain Waiver and Amendment agreements dated as of November 30, 2004 and May 27, 2006, between Borrower and Lender; and that certain Promissory Note (the “Promissory Note”), dated October 28, 2003, made by the Borrower in favor of the Lender.

COMMERCIAL LOAN AGREEMENT
Hei Inc • April 24th, 2006 • Semiconductors & related devices

LOAN STRUCTURE. This Commercial Loan Agreement (Agreement) contemplates a single advance term Loan a multiple advance draw Loan X a revolving multiple advance draw Loan. The principal balance will not exceed $ 2,000,000.00 . Borrower will pay down a revolving draw Loan’s outstanding Principal to $ (Pay Down Balance) (Time Period). This Loan is for agricultural X business purposes.

WAIVER AND AMENDMENT Dated as of January 12, 2007
Waiver and Amendment • January 16th, 2007 • Hei Inc • Semiconductors & related devices

Reference is made to that certain Term Loan Agreement (the “Loan Agreement”), dated October 28, 2003, by and between HEI Inc., a Minnesota corporation (the “Borrower”) and Commerce Bank, a Minnesota banking corporation (the “Lender”), as amended by those certain Waiver and Amendment agreements dated as of November 30, 2004 and May 26, 2006, between Borrower and Lender; and that certain Promissory Note (the “Promissory Note”), dated October 28, 2003, made by the Borrower in favor of the Lender.

Commerce Leasing Corporation Commerce Mortgage Company WAIVER Dated as of May 27, 2006
Hei Inc • June 22nd, 2006 • Semiconductors & related devices

Reference is made to that certain Master Equipment Lease No. 0512231 (the “Master Lease”), dated as of December 23, 2005, by and between HEI Inc., a Minnesota corporation (the “Lessee”) and Commerce Leasing Corporation, a division of Commerce Financial Group, Inc., a Minnesota corporation (the “Lessor”); those certain lease commitments (the “Lease Commitments”) by the Lessor for the benefit of the Lessee dated as of December 5, 2005, December 8, 2005, February 23, 2006 and February 24, 2006; and those certain supplements (the “Supplements”) to the Master Lease made by the Lessee in favor of the Lessor (the Master Lease, together with the Lease Commitments and the Supplements, is collectively, the “Lease”).

EXHIBIT 10.2 [HEI INC LETTERHEAD] May 16, 2003 Whitebox Hedged High Yield Partners c/o Andrew J. Redleaf Chief Executive Officer Whitebox Advisors, LLC 3033 Excelsior Boulevard Suite 300 Minneapolis, MN 55416 Dear Andy, This letter is written to...
Hei Inc • July 15th, 2003 • Semiconductors & related devices

This letter is written to confirm the understanding between HEI, Inc. ("HEI") and Whitebox Hedged High Yield Partners ("Whitebox") relating to the Subordinated Promissory Note (the "Note") of HEI dated January 24, 2003 payable to the order of Colorado Madtech, Inc. ("CMED") in the original principal amount of $2,600,000 (the "Face Value") of the Note. We understand that CMED sold the Note to Whitebox on May 8, 2003. The Note is subordinated to certain indebtedness (the "Senior Debt") of HEI to LaSalle Business Credit, Inc. ("LaSalle") in accordance with the terms of a Subordination Agreement (the "Subordination Agreement") dated January 24, 2003 executed by CMED in favor of LaSalle, which Subordination Agreement is binding upon Whitebox as the transferee of the Note.

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