Roses Stores Inc Sample Contracts

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JOINT FILING AGREEMENT
Joint Filing Agreement • August 30th, 2007 • Webfinancial Corp • Miscellaneous business credit institution

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated August 30, 2007 (including amendments thereto) with respect to the Common Stock of Gilman + Ciocia, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Exhibit 99.1 SHAREHOLDER AGREEMENT Dated as of August 20, 2007
Shareholder Agreement • August 30th, 2007 • Webfinancial Corp • Miscellaneous business credit institution • New York
by
General Security Agreement • June 10th, 1997 • Roses Stores Inc • Retail-variety stores • New York
between
Collateral Trust Agreement • June 10th, 1997 • Roses Stores Inc • Retail-variety stores
WEBBANK AND
Asset Purchase and Assignment and Assumption Agreement • January 6th, 2005 • Webfinancial Corp • Miscellaneous business credit institution • New York
AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of August 6, 1997 (this "Agreement"), among Rose's Holdings, Inc., a Delaware corporation ("Holdings"), Rose's Transitory, Inc., a Delaware corporation and a wholly- owned subsidiary...
Agreement and Plan of Merger Agreement and Plan of Merger • August 25th, 1997 • Roses Stores Inc • Retail-variety stores

Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all the rights, privileges, powers, franchises, and property of Transitory and Stores shall vest in the Surviving Corporation, and all restrictions, disabilities, duties, debts, and liabilities of Transitory and Stores shall become the restrictions, disabilities, duties, debts, and liabilities of the Surviving Corporation. SECTION 1.4 Certificate of Incorporation; By-Laws. At the Effective Time, the Certificate of Incorporation and By-Laws of Stores shall be the Certificate of Incorporation and By-Laws of the Surviving Corporation until thereafter amended, except that, effective as of the Effective Time, such Certificate of Incorporation will be amended as follows: (a) Article FOURTH shall be amended to read in its entirety as follows: "FOURTH: The Corporation shall have the authority to issue an aggregate of One Thousand (1,000) shares of capital stock. The authorized capital shall be divided

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