Pacer Health Corp Sample Contracts

AGREEMENT
Employment Agreement • January 13th, 2004 • Pacer Health Corp • Services-business services, nec • Florida
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BACKGROUND
Escrow Agreement • January 13th, 2004 • Pacer Health Corp • Services-business services, nec • Florida
ARTICLE 1.
Security Agreement • January 13th, 2004 • Pacer Health Corp • Services-business services, nec • Florida
RECITALS:
Merger Agreement • July 3rd, 2003 • Infe Com Inc • Services-business services, nec • Florida
AND
Office Lease • September 15th, 2000 • Infe Com Inc • Services-business services, nec • Virginia
WITNESSETH:
Securities Purchase Agreement • January 13th, 2004 • Pacer Health Corp • Services-business services, nec • Nevada
Exhibit 10.9 PACER HEALTH CORPORATION PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • January 13th, 2004 • Pacer Health Corp • Services-business services, nec • Nevada
ARTICLE I. CERTAIN DEFINITIONS
Equity Distribution Agreement • January 13th, 2004 • Pacer Health Corp • Services-business services, nec • Florida
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 16th, 2007 • Pacer Health Corp • Services-hospitals • New Jersey

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of July 6, 2007, by and among PACER HEALTH CORPORATION, a Florida corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers” or “Buyer(s)”).

RECITALS:
Asset Purchase Agreement • October 20th, 2003 • Infe Com Inc • Services-business services, nec • Florida
INVESTOR REGISTRATION RIGHTS AGREEMENT
Investor Registration Rights Agreement • July 16th, 2007 • Pacer Health Corp • Services-hospitals • New Jersey

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 6, 2007, by and among PACER HEALTH CORPORATION, a Florida corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 8th, 2008 • Pacer Health Corp • Services-hospitals • New Jersey

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March __, 2008, by and among PACER HEALTH CORPORATION, a Florida corporation (the “Company”), and the undersigned Buyers listed on Schedule I attached hereto (each, a “Buyer” and collectively, the “Buyers”).

SECURITY AGREEMENT
Security Agreement • July 16th, 2007 • Pacer Health Corp • Services-hospitals • New Jersey

THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of July 6, 2007, by and between PACER HEALTH CORPORATION, a Florida corporation with its principal place of business located at 7759 N.W. 146th Street, Miami Lakes, Florida 33016 (the “Parent”), and the each subsidiary of the Parent listed on Schedule 3(a) attached to the Securities Purchase Agreement (each a “Subsidiary” and collectively and together with the Parent, the “Company”), in favor of the BUYER(S) (the “Secured Party”) listed on Schedule I attached to the Securities Purchase Agreement (the “Securities Purchase Agreement”), of even dated hereof, by and between the Company and the Secured Party.

AMENDED AND RESTATED SECURITY AGREEMENT
Amended and Restated Security Agreement • April 7th, 2006 • Pacer Health Corp • Services-business services, nec • New Jersey

THIS AMENDED AND RESTATED SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of April 1, 2006, by and between PACER HEALTH CORPORATION, a Florida corporation (the “Company”), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the “Secured Party”).

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SUBSIDIARY SECURITY AGREEMENT
Subsidiary Security Agreement • April 7th, 2006 • Pacer Health Corp • Services-business services, nec • New Jersey

THIS SUBSIDIARY SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of April 1, 2006, by and between PACER HEALTH MANAGEMENT CORPORATION, a Louisiana corporation (the “Company”), and Cornell Capital Partners, LP (the “Secured Party”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 8th, 2008 • Pacer Health Corp • Services-hospitals • New Jersey

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of April 1, 2008, by and among PACER HEALTH CORPORATION, a Florida corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).

EMPLOYMENT AGREEMENT
Employment Agreement • September 6th, 2005 • Pacer Health Corp • Services-business services, nec • Florida

This Employment Agreement (the "Agreement"), effective as of July 25, 2005, (the “Effective Date”) is made and entered by and between Leo Albert (the "Executive") and Pacer Health Corporation, a Florida corporation (the "Company").

PACER HEALTH CORPORATION 5201 Blue Lagoon Drive Suite 900 Miami, Florida 33126
Pacer Health Corp • January 13th, 2004 • Services-business services, nec • Florida
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS
Irrevocable Transfer Agent Instructions • April 8th, 2008 • Pacer Health Corp • Services-hospitals

THIS IRREVOCABLE TRANSFER AGENT INSTRUCTIONS (this “Agreement”), dated as of April 1, 2008, by and among PACER HEALTH CORPORATION, a Florida corporation (the “Company”), COMPUTERSHARE TRUST COMPANY, N.A. (the “Transfer Agent”), YA GLOBAL INVESTMENTS, L.P. a Cayman Island exempted limited partnership (individually, a “Buyer” or collectively “Buyers”) and David Gonzalez, Esq., as escrow agent (“Buyer Escrow Agent”).

INSIDER PLEDGE AND ESCROW AGREEMENT
Insider Pledge and Escrow Agreement • April 7th, 2006 • Pacer Health Corp • Services-business services, nec • New Jersey

THIS INSIDER PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of April 1, 2006 (the “Effective Date”) by and among RAINIER GONZALEZ (the “Pledgor”), CORNELL CAPITAL PARTNERS, LP (the “Pledgee”), PACER HEALTH CORPORATION, a Florida corporation (the “Company”), and DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”).

ESCROW AGREEMENT
Escrow Agreement • April 8th, 2008 • Pacer Health Corp • Services-hospitals • New Jersey

This ESCROW AGREEMENT (the “Agreement”) is made and entered into on ________, by and among PACER HEALTH CORPORATION (the "Company"), YA GLOBAL INVESTMENTS, L.P., (the “Buyer”), YORKVILLE ADVISORS, LLC (“Investment Manager”), and DAVID GONZALEZ, ESQ., as escrow agent (the “Escrow Agent”). The Company, the Buyer, and Yorkville may be referred to individually as a “Party” or collectively as the “Parties.” All capitalized terms used herein but not defined herein shall have the meanings ascribed to them in that certain Securities Purchase Agreement dated March ____, 2008, entered into by and between the Company and the Buyer (the “Securities Purchase Agreement”).

AGREEMENT
Agreement • March 23rd, 2007 • Pacer Health Corp • Services-hospitals • Louisiana

This Agreement is entered into effective as of the 29th day of September, 2006 (the "Effective Date") by and among Pacer Holdings of Lafayette, Inc. d/b/a Pacer Health Holdings of Lafayette, Inc., a Louisiana corporation ("Assignor"), Southpark Holdings II,

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