Captaris Inc Sample Contracts

CONTENTS
Agreement and Plan of Merger • April 14th, 1999 • Avt Corp • Services-prepackaged software • California
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Exhibit 2.1 RIGHTS AGREEMENT Dated as of January 24, 2001
Rights Agreement • February 2nd, 2001 • Avt Corp • Services-prepackaged software • New York
EXHIBIT 10.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG AVT CORPORATION, RAVEN ACQUISITION CORP., INFINITE TECHNOLOGIES, INC.,
Agreement and Plan of Merger • January 17th, 2001 • Avt Corp • Services-prepackaged software • Washington
Exhibit B JOINT FILING AGREEMENT This Agreement is filed as an exhibit to Schedule 13G being filed by Potomac Capital Management LLC, Potomac Capital Management Inc., and Paul J. Solit in compliance with Rule 13d-1(k) of the Securities and Exchange...
Joint Filing Agreement • May 9th, 2005 • Captaris Inc • Services-prepackaged software

This Agreement is filed as an exhibit to Schedule 13G being filed by Potomac Capital Management LLC, Potomac Capital Management Inc., and Paul J. Solit in compliance with Rule 13d-1(k) of the Securities and Exchange Commission, which requires an agreement in writing indicating that the Schedule 13G to which this Agreement is attached is filed on behalf of the below-named entities, that they are each responsible for the timely filing of the Schedule 13G and any amendments thereto and for the completeness and accuracy of the information concerning such persons contained therein.

DAVID SOHM
Employment Agreement • March 29th, 2000 • Avt Corp • Services-prepackaged software • Washington
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • October 31st, 2008 • Captaris Inc • Services-prepackaged software

This Amended and Restated Change in Control Agreement (this “Agreement”), dated as of September 3, 2008, is between Captaris, Inc., a Washington corporation (the “Company”), and Lynne Sederholm (the “Executive”).

CREDIT AGREEMENT by and among CAPTARIS, INC. as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL, LLC as the Arranger and Administrative Agent Dated as of January 2, 2008
Credit Agreement • January 8th, 2008 • Captaris Inc • Services-prepackaged software • California

THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of January 2, 2008, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CAPTARIS, INC., a Washington corporation (“Borrower”).

AGREEMENT AND PLAN OF MERGER by and among OPEN TEXT CORPORATION, OPEN TEXT, INC., OASIS MERGER CORP., and CAPTARIS, INC. SEPTEMBER 3, 2008
Agreement and Plan of Merger • September 8th, 2008 • Captaris Inc • Services-prepackaged software • Washington

AGREEMENT AND PLAN OF MERGER, dated as of September 3, 2008 (this “Agreement”), by and among CAPTARIS, INC., a Washington corporation (the “Company”), OPEN TEXT CORPORATION, a Canadian corporation (the “Guarantor”), OPEN TEXT, INC., an Illinois corporation and indirect wholly-owned subsidiary of the Guarantor, (“Parent”), and OASIS MERGER CORP., a Washington corporation and wholly-owned subsidiary of Parent (“Merger Sub”).

EXHIBIT 10.7 [LOGO OF U.S.BANK] BUSINESS LOAN AGREEMENT
Business Loan Agreement • March 30th, 1998 • Applied Voice Technology Inc /Wa/ • Services-prepackaged software • Washington
RECITALS
Escrow Agreement • January 17th, 2001 • Avt Corp • Services-prepackaged software • New York
AGREEMENT AND PLAN OF MERGER BY AND AMONG CAPTARIS, INC. MERLOT ACQUISITION CORPORATION AND CASTELLE DATED AS OF APRIL 25, 2007
Agreement and Plan of Merger • April 30th, 2007 • Captaris Inc • Services-prepackaged software • California

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 25, 2007, by and among Captaris, Inc., a Washington corporation (“Parent”), Merlot Acquisition Corporation, a California corporation and direct wholly owned subsidiary of Parent (“Merger Sub”), and Castelle, a California corporation (the “Company”).

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RECITALS
Escrow and Indemnification Agreement • April 14th, 1999 • Avt Corp • Services-prepackaged software • New York
EXHIBIT 10.20 [LOGO OF US BANK] BUSINESS LOAN AGREEMENT
Business Loan Agreement • March 29th, 2000 • Avt Corp • Services-prepackaged software • Washington
OFFICE SPACE LEASE Captaris, Inc.
Letter Agreement • November 9th, 2007 • Captaris Inc • Services-prepackaged software
CAPTARIS, INC. AMENDMENT TO CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • May 8th, 2007 • Captaris Inc • Services-prepackaged software

This Amendment to Change of Control Agreement (this “Amendment”) is entered into as of March 23, 2007 by and between Captaris, Inc., a Washington corporation (“Captaris”), and David P. Anastasi (“Executive”).

RESIGNATION AND RELEASE AGREEMENT
Resignation and Release Agreement • March 19th, 2004 • Captaris Inc • Services-prepackaged software

This Resignation and Release Agreement (“Agreement”) is entered into by and between Captaris, Inc. (“Captaris”) and Jeffrey B. deCillia (“Executive”) to set forth the terms and conditions of Executive’s separation from Captaris. In exchange for the benefits, that Executive acknowledges are over and above that to which he would otherwise be entitled, Executive agrees to execute this Agreement which includes a full release of all known and unknown claims.

AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT
The Rights Agreement • September 8th, 2008 • Captaris Inc • Services-prepackaged software • New York

This Amendment No. 1 (this “Amendment”) to the Rights Agreement dated as of January 24, 2001 (the “Rights Agreement”) between Captaris, Inc., a Washington corporation (formerly AVT Corporation) (the “Company”), and Mellon Investor Services LLC, as Rights Agent (the “Rights Agent”) is made as of September 3, 2008.

EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 14th, 1999 • Avt Corp • Services-prepackaged software • Washington
SECOND EXTENSION AGREEMENT
Second Extension Agreement • March 19th, 2004 • Captaris Inc • Services-prepackaged software

This SECOND EXTENSION AGREEMENT (this “Agreement”) is made and entered into as of June 27, 2003 by and between Captaris, Inc. (herein “Company”) and Jeffrey B. deCillia (herein “Executive”).

AMENDMENT NUMBER ONE TO CREDIT AGREEMENT
Credit Agreement • August 8th, 2008 • Captaris Inc • Services-prepackaged software • California

This Amendment Number One to Credit Agreement (this “Amendment”) is entered into as of March 27, 2008, by and among CAPTARIS, INC., a Washington corporation (“Borrower”), WELLS FARGO FOOTHILL, LLC, as administrative agent (“Agent”) and sole Lender under that certain Credit Agreement dated January 2, 2008, by and among Borrower, Agent and the Lenders (as amended, restated, extended, renewed, replaced or otherwise modified from time to time, the “Credit Agreement”), with respect to the following:

EXTENSION AGREEMENT
Extension Agreement • March 19th, 2004 • Captaris Inc • Services-prepackaged software

This EXTENSION AGREEMENT (this “Agreement”) is made and entered into as of June 27, 2003 by and between Captaris, Inc. (herein “Company”) and Jeffrey B. deCillia (herein “Executive”).

SALE AND PURCHASE AGREEMENT REGARDING THE SALE AND PURCHASE OF ALL SHARES IN OCÉ DOCUMENT TECHNOLOGIES GMBH
Sale and Purchase Agreement • December 28th, 2007 • Captaris Inc • Services-prepackaged software

WHEREAS, the Seller is a limited partnership (Kommanditgesellschaft) organized under the laws of Germany, and the sole shareholder in Océ Document Technologies GmbH;

AGREEMENT FOR PURCHASE AND SALE OF ASSETS dated September 29, 2003 by and between Sound Advantage, LLC, a California limited liability company and Applied Voice & Speech Technologies, Inc., a Delaware corporation and Captaris, Inc., a Washington...
Agreement for Purchase and Sale of Assets • October 22nd, 2003 • Captaris Inc • Services-prepackaged software • New York

This AGREEMENT FOR PURCHASE AND SALE OF ASSETS (this “Agreement”) is made as of the 29th day of September 2003 (the “Closing Date”) by and among Sound Advantage, LLC, a California limited liability company (“Purchaser”), Applied Voice & Speech Technologies, Inc., a Delaware corporation (“AVST”), and Captaris, Inc., a Washington corporation (“Seller”). Capitalized terms used but not defined in the body hereof shall have the meanings set forth in Exhibit A.

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