Foster L B Co Sample Contracts

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THIRD AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • August 16th, 1999 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania
AND
Rights Agreement • October 27th, 2006 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania
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Asset Purchase Agreement • March 16th, 2006 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania
RECITALS
Lease • May 2nd, 2008 • Foster L B Co • Wholesale-metals service centers & offices
AND
Rights Agreement • March 28th, 2003 • Foster L B Co • Wholesale-metals service centers & offices • Delaware
WITNESSETH: -----------
Sublease Agreement • April 30th, 2007 • Foster L B Co • Wholesale-metals service centers & offices
SECOND AMENDED AND RESTATED LOAN AGREEMENT by and among L. B. FOSTER COMPANY as Borrower
Loan Agreement • November 5th, 1998 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania
JOINT FILING AGREEMENT
Joint Filing Agreement • February 13th, 2002 • Foster L B Co • Wholesale-metals service centers & offices
AGREEMENT
Agreement • March 16th, 2005 • Foster L B Co • Wholesale-metals service centers & offices
NOTICE OF LEASE
Foster L B Co • March 30th, 2000 • Wholesale-metals service centers & offices
LEASE AND ADDENDA FOR BUILDING #7 AND FIVE ACRES OF LAND
Foster L B Co • March 16th, 2005 • Wholesale-metals service centers & offices
BY AND AMONG
Revolving Credit and Security Agreement • July 27th, 2007 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania
AMENDMENT
Amendment • March 27th, 1998 • Foster L B Co • Wholesale-metals service centers & offices
RESTRICTED STOCK AGREEMENT (EXECUTIVE) (Section 5.1 Of The Omnibus Incentive Plan, as Amended and Restated)
Restricted Stock Agreement • May 10th, 2022 • Foster L B Co • Wholesale-metals service centers & offices

This Restricted Stock Agreement set forth below (this “Agreement”) is dated as of ___________ (the “Issue Date”) and is between L. B. Foster Company, a Pennsylvania corporation (“Company”), and ________________ (the “Stockholder”).

L.B. FOSTER COMPANY AND AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent RIGHTS AGREEMENT DATED AS OF MAY 15, 1997
Rights Agreement • May 23rd, 1997 • Foster L B Co • Wholesale-metals service centers & offices • Delaware
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REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT)
Credit and Security Agreement • November 14th, 2002 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania
AGREEMENT AND PLAN OF MERGER Dated as of February 16, 2010 BY AND AMONG L. B. FOSTER COMPANY, FOSTER THOMAS COMPANY AND PORTEC RAIL PRODUCTS, INC.
Agreement and Plan of Merger • February 26th, 2010 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania

This Agreement and Plan of Merger (the “Agreement”) is made and entered into on this 16th day of February, 2010, by and among Portec Rail Products, Inc., a West Virginia corporation (the “Company”), L. B. Foster Company, a Pennsylvania corporation (“Parent”), and Foster Thomas Company, a West Virginia corporation and wholly owned subsidiary of Parent (“Acquisition Co.”).

AGREEMENT OF PURCHASE AND SALE By and Among L.B. Foster Company
Agreement of Purchase and Sale • November 14th, 2000 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania
Restricted Stock Agreement (Section 5.1 Of The Omnibus Incentive Plan, As Amended And Restated)
Restricted Stock Agreement • December 21st, 2011 • Foster L B Co • Wholesale-metals service centers & offices

This Restricted Stock Agreement set forth below (this “Agreement”) is dated as of _____________________ (the “Issue Date”) and is between L. B. Foster Company, a Pennsylvania corporation (“Company”), and _______________________________ (the “Stockholder”).

140,000,000 REVOLVING CREDIT FACILITY $25,000,000 TERM LOAN FACILITY THIRD AMENDED AND RESTATED CREDIT AGREEMENT by and among as a Borrower, THE OTHER BORROWERS PARTY HERETO, THE GUARANTORS PARTY HERETO, and THE LENDERS PARTY HERETO, and PNC BANK,...
Credit Agreement • May 2nd, 2019 • Foster L B Co • Wholesale-metals service centers & offices

EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

RECITALS
Lease • March 28th, 2003 • Foster L B Co • Wholesale-metals service centers & offices

THIS AMENDMENT, made and entered into this 7th day of November, 2002, by and between CROWN WEST REALTY, L.L.C., hereinafter called "Lessor", and CXT INCORPORATED, a Delaware corporation hereinafter called "Lessee".

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • May 13th, 2010 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania

This First Amendment To Agreement and Plan of Merger (the “Amendment”) is made and entered into on this 13th day of May, 2010, by and among Portec Rail Products, Inc., a West Virginia corporation (the “Company”), L. B. Foster Company, a Pennsylvania corporation (“Parent”), and Foster Thomas Company, a West Virginia corporation and wholly owned subsidiary of Parent (“Acquisition Co.”).

AGREEMENT AND PLAN OF MERGER Dated as of February 16, 2010 BY AND AMONG FOSTER THOMAS COMPANY AND PORTEC RAIL PRODUCTS, INC.
Agreement and Plan of Merger • February 17th, 2010 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania

Defined Term Location in Agreement Acceptance Time Section 6.3 Acquired Companies Section 3.1(b) Acquisition Co. Preamble Agreement Preamble Alternative Transaction Proposal Section 5.3(a) Benefit Plan Section 3.15 Business Day Section 1.4(a) Cash Amount Section 2.5(b) Certificates Section 2.6(b) Closing Section 2.3 Closing Date Section 2.3 Code Section 3.2(b) Company Preamble Company Benefit Plan Section 3.15 Company Board Recommendation Section 1.2(a) Company Common Stock Introduction Company Disclosure Letter Article 3 (preamble) Company Intellectual Property Section 3.13(a) Company Material Adverse Effect Section 3.1(a) Company Material Contract Section 3.14 Company Options Section 3.2(b) Company Permits Section 3.11 Company SEC Documents Section 3.8(a) Company Shareholder Meeting Section 6.1(a) Company Superior Proposal Section 5.3(d) Company's Form 10-K Section 3.10 Company's Stock Option Plan Section 3.2(b) Confidentiality, Non-disclosure and Exclusive Negotiation Agreement Sect

AGREEMENT
Agreement • February 17th, 2016 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania

This AGREEMENT, dated as of February 12, 2016, is made and entered into by L. B. Foster Company, a Pennsylvania corporation (“L. B. Foster” or the “Company”) and each of the persons set forth on the signature page hereto (each, an “Investor” and collectively, the “Investor Group”) which presently are or may be deemed to be members of a “group” with respect to the common stock of the Company, par value $0.01 per share (the “Common Stock”), pursuant to Rule 13d-5 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 31st, 2010 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania

This Second Amendment to Agreement and Plan of Merger (“Second Amendment”) is made and entered into on this 30th day of August, 2010, by and among Portec Rail Products, Inc., a West Virginia corporation (the “Company”), L. B. Foster Company, a Pennsylvania corporation (“Parent”), and Foster Thomas Company, a West Virginia corporation and wholly owned subsidiary of Parent (“Acquisition Co.”).

TENDER AND VOTING AGREEMENT
Tender and Voting Agreement • February 17th, 2010 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania

This TENDER AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of February 16, 2010, by and among L. B. Foster Company, a Pennsylvania corporation (“Parent”), Foster Thomas Company, a West Virginia corporation and wholly-owned subsidiary of Parent (“Acquisition Co.”), and the individual or entity identified on Schedule A attached hereto (the “Shareholder”).

125,000,000 REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and among L.B. FOSTER COMPANY, as a Borrower, THE OTHER BORROWERS PARTY HERETO, THE GUARANTORS PARTY HERETO and THE LENDERS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION, as Administrative...
Credit Agreement • May 4th, 2011 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania

THIS CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of May 2, 2011 and is made by and among L.B. FOSTER COMPANY, a Pennsylvania corporation (the “Company”), CXT INCORPORATED, a Delaware corporation (“CXT”), SALIENT SYSTEMS, INC., an Ohio corporation (“Salient Systems”), PORTEC RAIL PRODUCTS, INC., a West Virginia corporation (“Portec Rail”), PORTEC, RAIL PRODUCTS LTD., a corporation incorporated under the laws of Canada (“Portec Ltd.”) and KELSAN TECHNOLOGIES CORP., a corporation amalgamated under the laws of Canada (“Kelsan” and together with the Company, CXT, Salient Systems, Portec Rail and Portec Ltd., collectively referred to here in as the “Borrowers”), each of the other BORROWERS and each of the GUARANTORS (as hereinafter defined) from time to time a party hereto, the LENDERS (as hereinafter defined) from time to time a party hereto, PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter ref

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