Moore Wallace Inc Sample Contracts

AutoNDA by SimpleDocs
AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • January 17th, 2003 • Moore Corporation LTD • Manifold business forms • Delaware
among FRDK, INC.,
Credit Agreement • November 14th, 2001 • Moore Corporation LTD • Manifold business forms
EXHIBIT 4.1 MOORE NORTH AMERICA FINANCE, INC.
Moore Wallace Inc • September 26th, 2003 • Manifold business forms • New York
INDENTURE
Moore Corporation LTD • March 19th, 2003 • Manifold business forms • New York
FORM OF ELECTION AND LETTER OF TRANSMITTAL
Merger Agreement • April 14th, 2003 • Moore Corporation LTD • Manifold business forms

TO BE EFFECTIVE, THIS FORM OF ELECTION AND LETTER OF TRANSMITTAL MUST BE PROPERLY COMPLETED, SIGNED AND ACTUALLY RECEIVED BY THE EXCHANGE AGENT (IDENTIFIED BELOW) NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON THE BUSINESS DAY THAT IS THREE TRADING DAYS PRIOR TO THE CLOSING DATE OF THE MERGER DESCRIBED IN THE MERGER AGREEMENT (AS DEFINED HEREIN), TOGETHER WITH (1) THE CERTIFICATE(S) REPRESENTING ALL COMMON SHARES OF WALLACE COMPUTER SERVICES, INC. ("WALLACE") TO WHICH THIS FORM OF ELECTION AND LETTER OF TRANSMITTAL RELATES OR (2) A PROPERLY COMPLETED GUARANTEE OF DELIVERY WITH RESPECT TO THE CERTIFICATE(S). DELIVERY OF WALLACE COMMON SHARES MAY ALSO BE MADE BY BOOK-ENTRY TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT THE DEPOSITORY TRUST COMPANY ("DTC"). SEE INSTRUCTION 15.

400,000,000 Senior Secured Credit Facility
Credit Agreement • November 1st, 2002 • Moore Corporation LTD • Manifold business forms • New York
JOINDER AGREEMENT
Joinder Agreement • September 26th, 2003 • Moore Wallace Inc • Manifold business forms • New York
Exhibit 4.5 MOORE NORTH AMERICA FINANCE INC. $403,000,000 7-7/8% SENIOR NOTES DUE 2011 REGISTRATION RIGHTS AGREEMENT
Moore Wallace Inc • September 26th, 2003 • Manifold business forms • New York
FIRST AMENDMENT
First Amendment • September 26th, 2003 • Moore Wallace Inc • Manifold business forms • New York
WITNESSETH:
Transfer Agreement • April 12th, 2002 • Moore Corporation LTD • Manifold business forms • New York
EXHIBIT 10.2
Moore Wallace Inc • August 7th, 2003 • Manifold business forms • New York
W I T N E S S E T H :
Second Supplemental Indenture • September 26th, 2003 • Moore Wallace Inc • Manifold business forms • New York
EXHIBIT 10.13 CREDIT AGREEMENT
Credit Agreement • March 19th, 2003 • Moore Corporation LTD • Manifold business forms
AND
Note Purchase Agreement • November 14th, 2001 • Moore Corporation LTD • Manifold business forms • New York
AutoNDA by SimpleDocs
WITNESSETH:
Conversion Inducement Agreement • April 12th, 2002 • Moore Corporation LTD • Manifold business forms • New York
AMONG
Registration Rights Agreement • February 13th, 2003 • Moore Corporation LTD • Manifold business forms • New York
Moore Corporation Limited c/o Moore Executive Offices One Canterbury Green 6th Floor Stamford, CT 06901
Moore Wallace Inc • March 1st, 2004 • Manifold business forms • New York
EXHIBIT 99.5 REGISTRATION RIGHTS AGREEMENT DATED AS OF DECEMBER 21, 2000
Registration Rights Agreement • January 2nd, 2001 • Moore Corporation LTD • Manifold business forms • New York
RECITALS
Exchange Agent Agreement • September 26th, 2003 • Moore Wallace Inc • Manifold business forms • New York
COMBINATION AGREEMENT between R.R. DONNELLEY & SONS COMPANY and MOORE WALLACE INCORPORATED Dated as of November 8, 2003
Combination Agreement • November 10th, 2003 • Moore Wallace Inc • Manifold business forms • Delaware

COMBINATION AGREEMENT (hereinafter called this “Agreement”), dated as of November 8, 2003, between R.R. Donnelley & Sons Company, a Delaware corporation (“Parent”), and Moore Wallace Incorporated, a corporation continued under the laws of Canada (the “Company”).

REGISTRATION RIGHTS AGREEMENT DATED AS OF DECEMBER 21, 2000 BETWEEN MOORE CORPORATION LIMITED AND CHANCERY LANE/GSC INVESTORS L.P.
Registration Rights Agreement • November 14th, 2001 • Moore Corporation LTD • Manifold business forms • New York
FIRST AMENDMENT TO COMBINATION AGREEMENT
Combination Agreement • February 20th, 2004 • Moore Wallace Inc • Manifold business forms • Delaware

THIS FIRST AMENDMENT TO COMBINATION AGREEMENT (this “Amendment”) is made as of this 19th day of February, 2004, between R.R. Donnelley & Sons Company, a Delaware corporation (“Parent”), and Moore Wallace Incorporated, a corporation continued under the laws of Canada (the “Company”).

EXHIBIT 4.4
Inducement Option Agreement • September 29th, 2003 • Moore Wallace Inc • Manifold business forms • Ontario
AGREEMENT AND PLAN OF MERGER Among MOORE WALLACE INCORPORATED, LASER COMPANY, INC., PAYMENT PROCESSING SOLUTIONS, INC. and the Stockholders of PAYMENT PROCESSING SOLUTIONS, INC. set forth on the signatures pages hereto Dated as of November 26, 2003
Agreement and Plan of Merger • December 1st, 2003 • Moore Wallace Inc • Manifold business forms • Delaware

Terms Acquisition Proposals Affiliates Agreement Audited Financial Statements Average Closing Price Bankruptcy and Equity Exception Bylaws Cash Consideration Stockholders Certificate Charter Closing Closing Date Code Company Company Compensation and Benefit Plans Company Disclosure Schedule Company Financial Statements Company IP Rights Company Material Adverse Effect Company Non-U.S. Compensation and Benefit Plans Company Option Company Pension Plan Company U.S. Compensation and Benefit Plans Competitive Activities Confidentiality Agreement Constituent Corporations Contracts Conversion Number Covered D&O Indemnitees Credit Agreement Deductible Amount Delaware Certificate of Merger DGCL Effective Time Employees Encumbrances Environmental Law Equity Value ERISA ERISA Affiliate ERISA Plans Estimated 2003 Bonus Amount FIRPTA Compliance Certificate GAAP GSC Indemnified Parties GSC Partners GSC Partners Cash Portion GSC Partners Cash Warrant

AMENDMENT NO. 3
Moore Wallace Inc • March 1st, 2004 • Manifold business forms • New York

AMENDMENT NO. 3, dated as of November 12, 2003 (this “Amendment No. 3”), to the Credit Agreement, dated as of March 14, 2003, among Moore Holdings U.S.A. Inc., as the borrower (the “Borrower”), Moore Wallace Incorporated (formerly known as Moore Corporation Limited), as Canadian Parent (the “Canadian Parent”), the Lenders from time to time party thereto, Bank One, NA, Fleet National Bank and The Bank of Nova Scotia, as Co-Documentation Agents, Citicorp North America, Inc., as Administrative Agent (the “Administrative Agent”), and Deutsche Bank Securities Inc., as Syndication Agent (as amended, supplemented, amended and restated or otherwise modified prior to the date hereof, the “Credit Agreement”), is among the Borrower, the Canadian Parent, the Lenders listed on the signature pages hereto, the Administrative Agent and the Additional B2 Term Loan Lenders (as defined below) listed on the signature pages hereto. Capitalized terms used and not otherwise defined therein shall have the mea

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!