Lawson Products Inc/New/De/ Sample Contracts

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AGREEMENT ---------
Credit Agreement • May 10th, 2001 • Lawson Products Inc/New/De/ • Wholesale-machinery, equipment & supplies
EMPLOYMENT AGREEMENT
Employment Agreement • October 16th, 2012 • Lawson Products Inc/New/De/ • Wholesale-machinery, equipment & supplies • Illinois

This Employment Agreement (the “Agreement”) is made and entered into as of October 16, 2012 (the “Effective Date”), by and between Lawson Products, Inc., an Illinois corporation (the “Company”) and Michael G. DeCata (the “Executive”).

PLEDGE AGREEMENT
Pledge Agreement • March 25th, 2009 • Lawson Products Inc/New/De/ • Wholesale-machinery, equipment & supplies • Illinois

This PLEDGE AGREEMENT (this “Agreement”) is dated as of March 11, 2008, and entered into by and between RONALD B. PORT AND ROBERTA P. WASHLOW, not personally but as co-trustees of The Sidney L. Port Trust Dated July 22, 1970, dated July 22, 1970, as restated (“Borrower”), and H. GEORGE MANN, not personally but as trustee of the SLP 2003 Trust B, created March 6, 2008 (“Lender”).

PLEDGE AGREEMENT
Pledge Agreement • March 25th, 2009 • Lawson Products Inc/New/De/ • Wholesale-machinery, equipment & supplies • Illinois

This PLEDGE AGREEMENT (this “Agreement”) is dated as of March 11, 2008, and entered into by and between PORT INVESTMENTS, L.P., a Delaware limited partnership (“Pledgor”), and H. GEORGE MANN, not personally but as trustee of the SLP 2003 Trust B, created March 6, 2008 (“Lender”).

EMPLOYMENT AGREEMENT
Employment Agreement • January 15th, 2015 • Lawson Products Inc/New/De/ • Wholesale-machinery, equipment & supplies • Illinois

This Employment Agreement (the “Agreement”) is made and entered into as of January 12, 2015 (the “Effective Date”), by and between Lawson Products, Inc., an Illinois corporation (the “Company”) and Michael G. DeCata (the “Executive”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 12th, 2009 • Lawson Products Inc/New/De/ • Wholesale-machinery, equipment & supplies • Illinois

This Agreement is made and effective as of this 5th day of December 2005, between LAWSON PRODUCTS, INC., a Delaware corporation (“Lawson”), and Stewart Howley (“Executive”).

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 2nd, 2010 • Lawson Products Inc/New/De/ • Wholesale-machinery, equipment & supplies • Illinois

This Change in Control Agreement (the “Agreement”) is made and entered into as of January 29, 2010 (the “Effective Date”), by and between Lawson Products, Inc., a Delaware corporation (the “Company”), and Ronald J. Knutson (the “Executive”).

CREDIT AGREEMENT
Credit Agreement • February 3rd, 2010 • Lawson Products Inc/New/De/ • Wholesale-machinery, equipment & supplies • Illinois

This CREDIT AGREEMENT dated as of August 21, 2009 (the “Agreement”), is executed by and among LAWSON PRODUCTS, INC., a Delaware corporation (“Lawson”), which has its chief executive office located at 1666 E. Touhy Avenue, Des Plaines, Illinois 60018, various Subsidiaries of Lawson listed on Schedule 1 hereof (Lawson and the Subsidiaries are referred to collectively herein as the “Borrower” or the “Borrowers”) and THE PRIVATEBANK AND TRUST COMPANY (in its individual capacity, “PrivateBank”), both as a Lender and as agent (in such capacity, “Agent”) for itself and all other lenders from time to time a party hereto (“Lenders”), located at 120 South LaSalle Street, Chicago, Illinois 60603-3400, and all other Lenders; and

ASSET PURCHASE AGREEMENT BY AND AMONG ASSEMBLY COMPONENT SYSTEMS, INC., LAWSON PRODUCTS, INC., SUPPLY TECHNOLOGIES LLC AND PARK-OHIO INDUSTRIES, INC. DATED AS OF AUGUST 31, 2010
Asset Purchase Agreement • September 3rd, 2010 • Lawson Products Inc/New/De/ • Wholesale-machinery, equipment & supplies • New York

This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of August 31, 2010, is made by and among Assembly Component Systems, Inc., an Illinois corporation (the “Seller”), solely for purposes of Section 9.16 hereof, Lawson Products, Inc., a Delaware corporation (the “Parent”), Supply Technologies LLC, an Ohio limited liability company (the “Buyer”), and, solely for purposes of Section 9.17 hereof, Park-Ohio Industries, Inc., an Ohio corporation (the “Buyer Parent”).

AGREEMENT AND PLAN OF MERGER by and among LKCM TE INVESTORS, LLC, TESTEQUITY ACQUISITION, LLC, LAWSON PRODUCTS, INC. and TIDE SUB, LLC Dated as of December 29, 2021
Release Agreement • January 4th, 2022 • Lawson Products Inc/New/De/ • Wholesale-machinery, equipment & supplies • Delaware

This AGREEMENT AND PLAN OF MERGER is made as of December 29, 2021 by and among LKCM TE Investors, LLC, a Delaware limited liability company (the “Company Equityholder”), TestEquity Acquisition, LLC, a Delaware limited liability company and an indirect wholly owned Subsidiary of the Company Equityholder (“Company”), Lawson Products, Inc., a Delaware corporation (“Parent”), and Tide Sub, LLC, a Delaware limited liability company (“Merger Sub”). The Company Equityholder, Company, Parent and Merger Sub are referred to collectively herein as the “Parties” and each individually as a “Party.” Certain capitalized terms used herein are defined in ARTICLE I.

CREDIT AGREEMENT
Credit Agreement • August 9th, 2005 • Lawson Products Inc/New/De/ • Wholesale-machinery, equipment & supplies

This Credit Agreement together with all Exhibits and Schedules attached hereto and hereby made a part hereof (“Agreement”) is made as of the 27th day of March, 2001, by and between Lawson Products, Inc., a Delaware Corporation (“Lawson”), with its principal place of business and chief executive office at 1666 E. Touhy Ave., Des Plaines, Illinois, 60018, various Subsidiaries of Lawson listed on Schedule 6.12 hereof (Lawson and the Subsidiaries may be referred to herein collectively as the “Borrower”), and LASALLE BANK NATIONAL ASSOCIATION (the “Lender”).

Executive Services Agreement
Executive Services Agreement • March 12th, 2009 • Lawson Products Inc/New/De/ • Wholesale-machinery, equipment & supplies • New York

Effective as of June 24, 2008, the Employee will become your employee serving in the capacity set forth above. The Employee will work on a full-time basis and be subject to the supervision, direction and control of and report directly to the Company’s management. While the Employee will remain a member of Tatum and have access to Tatum’s intellectual capital to be used in connection with the Employee’s employment relationship with you, we will have no supervision, direction or control over the Employee with respect to the services provided by the Employee to you.

AWARD AGREEMENT ---------------
Award Agreement • March 16th, 2005 • Lawson Products Inc/New/De/ • Wholesale-machinery, equipment & supplies
STOCK PURCHASE AGREEMENT BY AND AMONG HIS COMPANY, INC. DISTRIBUTION SOLUTIONS GROUP, INC., AND
Stock Purchase Agreement • March 31st, 2023 • Distribution Solutions Group, Inc. • Wholesale-machinery, equipment & supplies • Delaware

This STOCK PURCHASE AGREEMENT is made as of March 30, 2023, by and among HIS Company, Inc., a Texas corporation (the “Company”), Distribution Solutions Group, Inc., a Delaware corporation (“Purchaser”), HIS Company, Inc. Employee Stock Ownership Trust (“Seller”) which is maintained pursuant to and in connection with the HIS Company, Inc. Employee Stock Ownership Plan (the “Plan” and, together with Seller, the “ESOP”), acting through GreatBanc Trust Company, not in its corporate capacity, but solely in its capacity as trustee (the “Trustee”) of the Seller, and Ellis Moseley, solely in his capacity as the representative of Seller as further set forth herein (the “Seller Representative”). Purchaser, Trustee, Seller, the Company and Seller Representative are each sometimes referred to in this Agreement as a “Party”. Certain capitalized terms used in this Agreement have the meanings set forth in ARTICLE I.

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Award Agreement • April 11th, 2018 • Lawson Products Inc/New/De/ • Wholesale-machinery, equipment & supplies • Illinois

This Amendment No. 1 (the “Amendment”) to that certain Employment Agreement by and between Lawson Products, Inc., an Illinois corporation (the “Company”) and Michael G. DeCata (the “Executive”) dated as of August 14, 2017, (the “Agreement”) is made and entered into as of April 11, 2018 (the “Amendment Effective Date”).

FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • October 4th, 2011 • Lawson Products Inc/New/De/ • Wholesale-machinery, equipment & supplies • Illinois

FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 30, 2011, is executed by and among LAWSON PRODUCTS, INC., a Delaware corporation (“Lawson”), which has its chief executive office located at 1666 E. Touhy Avenue, Des Plaines, Illinois 60018, various subsidiaries of Lawson listed on the signature pages hereto (Lawson and the subsidiaries are referred to collectively herein as the “Borrower” or the “Borrowers”), THE PRIVATEBANK AND TRUST COMPANY both as a lender and as agent (in such capacity, the “Agent”), for itself and all other lenders from time to time a party hereto (“Lenders”), located at 120 South LaSalle Street, Chicago, Illinois 60603-3400, and the Lenders.

AGREEMENT
Agreement • March 21st, 2000 • Lawson Products Inc/New/De/ • Wholesale-machinery, equipment & supplies
RETIREMENT AND CONSULTING AGREEMENT
Retirement and Consulting Agreement • April 8th, 2022 • Lawson Products Inc/New/De/ • Wholesale-machinery, equipment & supplies • Illinois

This Retirement and Consulting Agreement (hereinafter the “Agreement”) is made as of April 4, 2022, by and between Michael G. DeCata (hereinafter the “Executive”) and Lawson Products, Inc., an Illinois corporation (hereinafter the “Company”). The Company and the Executive are hereinafter collectively referred to as the “Parties,” and each individually referred to as a “Party.”

FIFTH AMENDMENT AND LIMITED WAIVER TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • July 7th, 2016 • Lawson Products Inc/New/De/ • Wholesale-machinery, equipment & supplies • Illinois

THIS FIFTH AMENDMENT AND LIMITED WAIVER TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of this 30th day of June, 2016 by and among THE PRIVATEBANK AND TRUST COMPANY (“Lender”), LAWSON PRODUCTS, INC., a Delaware corporation (“Lawson Products Delaware”), LAWSON PRODUCTS, INC., an Illinois corporation (“Lawson Products Illinois”), BARON DIVESTITURE COMPANY, an Illinois corporation (“Baron Divestiture”), and SANDALWOOD DIVESTITURE COMPANY, INC., an Alabama corporation (f/k/a Automatic Screw Machine Products Company, Inc.) (“Sandalwood Divestiture”; Lawson Products Delaware, Lawson Products Illinois, Baron Divestiture and Sandalwood Divestiture are individually referred to herein each as a “Borrower” and collectively as “Borrowers”).

Amending Agreement THIS AMENDING AGREEMENT (this “Agreement”) dated November 10, 2016, is made
Amending Agreement • November 21st, 2016 • Lawson Products Inc/New/De/ • Wholesale-machinery, equipment & supplies

LAWSON PRODUCTS, INC. (ONTARIO), a company incorporated pursuant to the laws of Ontario and having an office located at 7315 Rapistan Court, Mississauga, Ontario L5N 5Z4

EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 4th, 2017 • Lawson Products Inc/New/De/ • Wholesale-machinery, equipment & supplies • Illinois

THIS EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of this 30th day of March, 2017 by and among THE PRIVATEBANK AND TRUST COMPANY (“Lender”), LAWSON PRODUCTS, INC., a Delaware corporation (“Lawson Products Delaware”), LAWSON PRODUCTS, INC., an Illinois corporation (“Lawson Products Illinois”), BARON DIVESTITURE COMPANY, an Illinois corporation (“Baron Divestiture”), and SANDALWOOD DIVESTITURE COMPANY, INC., an Alabama corporation (f/k/a Automatic Screw Machine Products Company, Inc.) (“Sandalwood Divestiture”; Lawson Products Delaware, Lawson Products Illinois, Baron Divestiture and Sandalwood Divestiture are individually referred to herein each as a “Borrower” and collectively as “Borrowers”).

REGISTRATION RIGHTS AGREEMENT by and among LAWSON PRODUCTS, INC., 301 HW OPUS INVESTORS, LLC and LKCM TE INVESTORS, LLC Dated as of April 1, 2022
Registration Rights Agreement • April 4th, 2022 • Lawson Products Inc/New/De/ • Wholesale-machinery, equipment & supplies • Delaware

This REGISTRATION RIGHTS AGREEMENT, dated as of April 1, 2022 (this “Agreement”), among Lawson Products, Inc., a Delaware corporation (the “Company”), 301 HW Opus Investors, LLC, a Delaware limited liability company (“301 HW Opus Investors”), and LKCM TE Investors, LLC, a Delaware limited liability company (“LKCM TE Investors” and, together with 301 HW Opus Investors, the “Shareholders”). Certain terms used in this Agreement are defined in Section 1.1.

REAL ESTATE SALES AGREEMENT
Real Estate Sales Agreement • October 28th, 2005 • Lawson Products Inc/New/De/ • Wholesale-machinery, equipment & supplies • Illinois

This REAL ESTATE SALES AGREEMENT (“Agreement”) is made this 24th day of October, 2005, by and among CHICAGO TITLE LAND TRUST COMPANY, not personally, but solely as Successor Trustee under Trust Agreement dated February 1, 1984, and know as Trust Number 60347 (“Trustee”), and SUPERIOR AND SEDGWICK ASSOCIATES, an Illinois limited partnership, c/o Robert J. Washlow, General Partner, being the sole beneficiary and holder of power of direction with respect to said Trust (“Superior and Sedgwick”) (Trust and Superior and Sedgwick, collectively know as the “Seller”), having its principal offices located at 1666 East Touhy Avenue, Des Plaines, Illinois 60018, and the CITY OF CHICAGO, an Illinois municipal corporation (“City”), having its principal offices at City Hall, 121 North LaSalle Street, Chicago, Illinois 60602.

AMENDMENT NO. 1 TO AWARD AGREEMENT
Award Agreement • April 11th, 2018 • Lawson Products Inc/New/De/ • Wholesale-machinery, equipment & supplies

This Amendment No. 1 (the “Amendment”) to that certain Award Agreement by and between Lawson Products, Inc., a Delaware corporation (the “Company”) and Michael G. DeCata (the “Executive”), dated as of August 14, 2017, (the “Agreement”) is made and entered into as of April 11, 2018 (the “Amendment Effective Date”).

SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 17th, 2017 • Lawson Products Inc/New/De/ • Wholesale-machinery, equipment & supplies • Illinois

THIS SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of this 14th day of February, 2017 by and among THE PRIVATEBANK AND TRUST COMPANY (“Lender”), LAWSON PRODUCTS, INC., a Delaware corporation (“Lawson Products Delaware”), LAWSON PRODUCTS, INC., an Illinois corporation (“Lawson Products Illinois”), BARON DIVESTITURE COMPANY, an Illinois corporation (“Baron Divestiture”), and SANDALWOOD DIVESTITURE COMPANY, INC., an Alabama corporation (f/k/a Automatic Screw Machine Products Company, Inc.) (“Sandalwood Divestiture”; Lawson Products Delaware, Lawson Products Illinois, Baron Divestiture and Sandalwood Divestiture are individually referred to herein each as a “Borrower” and collectively as “Borrowers”).

ASSET PURCHASE AGREEMENT By and Among RUTLAND TOOL & SUPPLY CO., LAWSON PRODUCTS, INC., SID TOOL CO., INC. and MSC INDUSTRIAL DIRECT CO., INC.
Asset Purchase Agreement • November 10th, 2010 • Lawson Products Inc/New/De/ • Wholesale-machinery, equipment & supplies • New York

This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 9, 2010 by and among Rutland Tool & Supply Co., a Nevada corporation (“Seller”), Lawson Products, Inc., a Delaware corporation (“Seller Parent”), Sid Tool Co., Inc. (d/b/a MSC Industrial Supply Co.), a New York corporation (“Buyer”), and MSC Industrial Direct Co., Inc., a New York corporation (“Buyer Parent”). Seller, Seller Parent, Buyer and Buyer Parent are hereinafter referred to collectively as the “Parties” and each individually as a “Party.”

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