M & F Worldwide Corp Sample Contracts

M & F Worldwide Corp – CERTIFICATE OF INCORPORATION OF M & F WORLDWIDE CORP. (December 23rd, 2011)

SECOND: The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at that address is The Prentice-Hall Corporation System, Inc.

M & F Worldwide Corp – AMENDED AND RESTATED BY-LAWS OF M & F WORLDWIDE CORP. A Delaware Corporation Effective December 21, 2011 (December 23rd, 2011)

and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. At a Special Meeting of Stockholders, only such business shall be conducted as shall be specified in the notice of meeting (or any supplement thereto).

M & F Worldwide Corp – M & F WORLDWIDE CORP. REPORTS THIRD QUARTER AND YEAR-TO-DATE 2011 RESULTS M & F Worldwide Corp. to Hold Conference Call on November 10, 2011 (November 3rd, 2011)

New York, NY - November 3, 2011 - M & F Worldwide Corp. ("M & F Worldwide" or the "Company") (NYSE: MFW) today reported results for the third quarter and nine months ended September 30, 2011. Additionally, M & F Worldwide filed its Quarterly Report on Form 10-Q with the Securities and Exchange Commission today.

M & F Worldwide Corp – MacAndrews & Forbes Holdings and M & F Worldwide Announce Merger Agreement (September 12th, 2011)
M & F Worldwide Corp – AGREEMENT AND PLAN OF MERGER by and among MX HOLDINGS ONE, LLC, MX HOLDINGS TWO, INC., and M & F WORLDWIDE CORP. Dated as of September 12, 2011 (September 12th, 2011)

THIS AGREEMENT AND PLAN OF MERGER, dated as of September 12, 2011 (this "Agreement"), by and among MX Holdings One, LLC, a Delaware limited liability company ("Parent"), MX Holdings Two, Inc., a Delaware corporation ("Merger Sub" and, together with Parent, "Purchasers"), M & F Worldwide Corp., a Delaware corporation (the "Company"), and, solely with respect to Section 5.3(a) and Article VIII, MacAndrews & Forbes Holdings Inc., a Delaware corporation ("M&F").

M & F Worldwide Corp – FIRST AMENDMENT TO TRANSFER AGREEMENT (April 11th, 2011)

This First Amendment to Transfer Agreement (this “Amendment”), dated as of April 5, 2011 is being entered by and among M & F Worldwide Corp., a Delaware corporation (formerly known as Power Control Technologies Inc., “MFW”), MCG Intermediate Holdings Inc., a Delaware corporation (“Newco”), Pneumo Abex LLC, a Delaware limited liability company (“Pneumo Abex”), PCT International Holdings Inc., a Delaware corporation (“PCT”), and Mafco Worldwide Corporation, a Delaware corporation (“Flavors Company”).

M & F Worldwide Corp – $45,000,000 REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and among MAFCO WORLDWIDE CORPORATION, THE LENDERS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent PNC CAPITAL MARKETS LLC, as Lead Arranger Dated as of December 15, 2010 (March 4th, 2011)

THIS CREDIT AGREEMENT (as hereafter amended, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of December 15, 2010 and is made by and among MAFCO WORLDWIDE CORPORATION, a Delaware corporation (the “Borrower”), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity, together with its successors and assigns, as the “Administrative Agent”).

M & F Worldwide Corp – Full and Final Release, Settlement and Indemnity Agreement (February 7th, 2011)

This Full and Final Release, Settlement and Indemnity Agreement (this “Agreement”) is entered into effective as of February 1, 2011 among M & F Worldwide Corp. (“MFW”), Pneumo Abex LLC (“Pneumo Abex”), Mafco Worldwide Corporation (“Mafco Worldwide”), Mafco Consolidated Group LLC (“Mafco Consolidated”), PCT International Holdings Inc. (“MFW Sub” and, collectively with MFW, Mafco Worldwide, Mafco Consolidated and Pneumo Abex, the “MFW Parties”), Cooper Industries plc (“Cooper Parent”), Cooper Industries, Ltd. (“Cooper Ltd”), Cooper Holdings Ltd. (“Cooper Holdings”), Cooper US, Inc. (“Cooper US”) and Cooper Industries, LLC (“Cooper”).  The MFW Parties and the Cooper Defendants (as defined below) are sometimes referred to in this Agreement as the “Parties”.

M & F Worldwide Corp – EMPLOYMENT AGREEMENT (January 6th, 2011)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of January 1, 2011, by and among M&F Worldwide Corp., a Delaware Corporation (“MFW”), Harland Clarke Holdings Corp., a Delaware corporation (the “Company”), and Charles Dawson (the “Executive”).

M & F Worldwide Corp – SECURITIES PURCHASE AGREEMENT between SCANTRON CORPORATION and KUE DIGITAL INTERNATIONAL LLC Dated as of December 15, 2010 (December 16th, 2010)

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of December 15, 2010, by and between Scantron Corporation, a Delaware corporation (“Buyer”) and KUE Digital International LLC, a Delaware limited liability company (“Seller”). Each of Buyer and Seller are sometimes referred to herein, individually, as a “Party,” and, collectively, as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X.

M & F Worldwide Corp – AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN HARLAND CLARKE HOLDINGS CORP. AND CHARLES DAWSON (February 26th, 2010)

WHEREAS, Harland Clarke Holdings Corp., a Delaware corporation (the ‘‘Company’’), and Charles Dawson (the ‘‘Executive’’) entered into an employment agreement (as amended, the “Employment Agreement”) dated as of February 13, 2008;

M & F Worldwide Corp – M & F WORLDWIDE CORP. REPORTS THIRD QUARTER AND YEAR-TO-DATE 2009 RESULTS M & F Worldwide Corp. to Hold Conference Call on November 12, 2009 (November 6th, 2009)

New York, NY — November 6, 2009 — M & F Worldwide Corp. (“M & F Worldwide” or the “Company”) (NYSE: MFW — News) today reported results for the third quarter and nine months ended September 30, 2009. Additionally, M & F Worldwide filed its quarterly report on Form 10-Q with the Securities and Exchange Commission today.

M & F Worldwide Corp – CONTRACT BETWEEN MAFCO WORLDWIDE CORPORATION AND LICORICE & PAPER EMPLOYEES ASSOCIATION OF CAMDEN, NEW JERSEY Effective June 1, 2008 to May 31, 2011 (February 27th, 2009)

THIS CONTRACT entered into the 31st day of MAY, 2008 for and between MAFCO WORLDWIDE CORPORATION, a Delaware Corporation, hereinafter referred to as the “Company” and LICORICE AND PAPER EMPLOYEES ASSOCIATION OF CAMDEN, NEW JERSEY, hereinafter referred to as the “Union.”

M & F Worldwide Corp – M &F WORLDWIDE CORP. STOCKHOLDERS AGREEMENT (January 22nd, 2009)

Stockholders Agreement, dated as of this 20th day of January 2009 (this “Agreement”), by and between MacAndrews & Forbes Holdings Inc., a Delaware corporation (“MacAndrews”), and M&F Worldwide Corp., a Delaware corporation (the “Company”).  Certain terms used in this Agreement are defined in Section 4 hereof.

M & F Worldwide Corp – Second Amendment to the Employment Agreement (January 7th, 2009)

SECOND AMENDMENT, dated as of, and effective, December 31, 2008 (this “Amendment”), to the Employment Agreement dated as of August 1, 2001, as amended effective as of October 31, 2006 (the “Agreement”) by and between Mafco Worldwide Corporation, formerly known as Pneumo Abex Corporation, a Delaware corporation (the “Company”) and Stephen G. Taub (the “Executive”).

M & F Worldwide Corp – Contract (January 7th, 2009)

THIS AMENDMENT NO. 1 (“Amendment”) to the M & F Worldwide Corp. 2008 Long Term Incentive Plan (‘Plan”) executed and effective as of December 31, 2008.

M & F Worldwide Corp – MAFCO WORLDWIDE CORPORATION BENEFIT RESTORATION PLAN (as amended and restated effective January 1, 2009) (January 7th, 2009)

The purpose of this document is to restate the Mafco Worldwide Corporation Benefit Restoration Plan (the “BRP”) effective January 1, 2009 as required under Section 409A of the Internal Revenue Code, as amended, (the “Code”). This restatement includes provisions relating both to benefits that are subject to Section 409A of the Code and benefits not subject to Section 409A of the Code.

M & F Worldwide Corp – First Amendment to the Employment Agreement (January 7th, 2009)

FIRST AMENDMENT, dated as of, and effective, December 31, 2008 (this “Amendment”), to the Employment Agreement dated as of February 13, 2008 (the “Agreement”) by and between Harland Clarke Holdings Corp., a Delaware corporation (the “Company”) and Charles Dawson (the “Executive”).

M & F Worldwide Corp – M & F WORLDWIDE CORP. REPORTS FIRST QUARTER 2008 RESULTS M & F Worldwide Corp. to Hold Conference Call on May 14, 2008 (May 9th, 2008)

New York, NY – May 9, 2008 – M & F Worldwide Corp. (NYSE: MFW - News), today reported results for the quarter ended March 31, 2008. As previously announced, on May 1, 2007, M & F Worldwide (the “Company”) completed the acquisition of John H. Harland Company (“Harland”) and related financing transactions. As a result of the acquisition of Harland, M & F Worldwide now has four business segments, which are operated by Harland Clarke (which is the combination of Clarke American’s check printing, contact center and direct marketing capabilities with Harland’s corresponding businesses), Harland Financial Solutions, Scantron and Mafco Worldwide.

M & F Worldwide Corp – UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION (May 6th, 2008)

the completion of the acquisition of Data Management I LLC (“Data Management”) on February 22, 2008 by Scantron Corporation, a wholly owned subsidiary of M & F Worldwide (the “Data Management Acquisition”) pursuant to the Membership Interest Purchase Agreement, dated as of February 13, 2008, by and among M & F Worldwide, NCS Pearson, Inc. (the “Seller”) and Pearson, Inc. (the “Purchase Agreement”);

M & F Worldwide Corp – Pearson Data Management (a business unit of Pearson plc) Carve-Out Financial Statements December 31, 2007, 2006 and 2005 (May 6th, 2008)

In our opinion, the accompanying balance sheets and the related statements of operations, of business unit equity and of cash flows present fairly, in all material respects, the financial position of Pearson Data Management (the “Business”), a business unit of Pearson plc, as of December 31, 2007 and 2006, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2007 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the management of Pearson Data Management.  Our responsibility is to express an opinion on these financial statements based on our audits.  We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mi

M & F Worldwide Corp – M&F WORLDWIDE CORP. 2008 Long Term Incentive Plan (February 29th, 2008)
M & F Worldwide Corp – M&F WORLDWIDE CORP. 2008 LONG TERM INCENTIVE PLAN AWARD AGREEMENT FOR PARTICIPATING EXECUTIVES OF [INSERT NAME OF BUSINESS] (February 29th, 2008)

THIS AWARD AGREEMENT is made effective as of the __ day of _____, 2008, between M&F Worldwide Corp. (“M&F”), Harland Clarke Holdings Corp., a Delaware corporation (the “Company”), and _______ (the “Participant”). This Award Agreement is made to the Participant, who participates in the [name of business], which is one of the four Business Units.

M & F Worldwide Corp – CONTRACT BETWEEN MAFCO WORLDWIDE CORPORATION AND LICORICE & PAPER EMPLOYEES ASSOCIATION OF CAMDEN, NEW JERSEY Effective June 1, 2005 to May 31, 2008 (February 29th, 2008)

THIS CONTRACT entered into the 31st day of MAY, 2005 for and between MAFCO WORLDWIDE CORPORATION, a Delaware Corporation, hereinafter referred to as the “Company” and LICORICE AND PAPER EMPLOYEES ASSOCIATION OF CAMDEN, NEW JERSEY, hereinafter referred to as the “Union.”

M & F Worldwide Corp – M & F WORLDWIDE, CORP. OUTSIDE DIRECTORS DEFERRED COMPENSATION PLAN AS AMENDED AND RESTATED (February 29th, 2008)
M & F Worldwide Corp – M & F WORLDWIDE CORP. REPORTS FOURTH QUARTER AND FULL YEAR 2007 RESULTS M & F Worldwide Corp. to Hold Conference Call on March 5, 2008 (February 29th, 2008)

New York, NY – February 29, 2008 – M & F Worldwide Corp. (NYSE: MFW - News), today reported results for the fourth quarter and year ended December 31, 2007. As previously announced, on May 1, 2007, M & F Worldwide (the “Company”) completed the acquisition of John H. Harland Company (“Harland”) and related financing transactions. M & F Worldwide’s results for the year ended December 31, 2007 reflect Harland results from and after May 1, 2007. As a result of the acquisition of Harland, M & F Worldwide now has four business segments, which are operated by Harland Clarke (which is the combination of Clarke American’s check printing, contact center and direct marketing capabilities with Harland’s corresponding businesses), Harland Financial Solutions, Scantron and Mafco Worldwide.

M & F Worldwide Corp – MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of February 13, 2008 among NCS PEARSON, INC., PEARSON INC. and M&F WORLDWIDE CORP. (February 14th, 2008)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT is dated as of February 13, 2008 (this “Agreement”) among Pearson Inc., a Delaware corporation (the “Seller Parent”) (solely for the purposes of Section 12.6), NCS Pearson Inc., a Minnesota corporation (the “Seller”), and M&F Worldwide Corp., a Delaware corporation (the “Purchaser”).

M & F Worldwide Corp – M & F WORLDWIDE CORP. AMENDED AND RESTATED BY–LAWS DECEMBER 26, 2007 (December 27th, 2007)
M & F Worldwide Corp – SECOND AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT (June 25th, 2007)

SECOND AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT (this "Agreement"), dated as of June 20, 2007, by and between MacAndrews & Forbes Inc., a Delaware corporation ("Holdings"), and M & F Worldwide Corp., a Delaware corporation (the "Company").

M & F Worldwide Corp – EMPLOYMENT AGREEMENT (June 1st, 2007)
M & F Worldwide Corp – EMPLOYMENT AGREEMENT (June 1st, 2007)
M & F Worldwide Corp – EMPLOYMENT AGREEMENT (June 1st, 2007)
M & F Worldwide Corp – JOHN H. HARLAND COMPANY AND SUBSIDIARIES MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL STATEMENTS (May 9th, 2007)

The financial statements included in this report were prepared by the Company in conformity with accounting principles generally accepted in the United States of America. Management’s best estimates and judgments were used, where appropriate. Management is responsible for the integrity of the financial statements and for other financial information included in this report. The financial statements have been audited by the Company’s independent registered public accounting firm, Deloitte & Touche LLP. As set forth in their report, their audits were conducted in accordance with standards of the Public Company Accounting Oversight Board (United States) generally accepted in the United States of America and formed the basis for their opinion on the accompanying financial statements. They consider the Company’s control structure and perform such tests and other procedures as they deem necessary to express an opinion on the fairness of the financial statements.

M & F Worldwide Corp – UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION (May 2nd, 2007)

The following unaudited pro forma financial data are based on M & F Worldwide Corp.’s (the “Company” or “M & F Worldwide”) and John H. Harland Company’s (“Harland”) historical consolidated financial statements, adjusted to give effect to the following transactions (the “Transactions”):

M & F Worldwide Corp – SUPPLEMENTAL INFORMATION (April 16th, 2007)

In this exhibit, unless the context otherwise requires, ‘‘Acquisition’’ refers to the acquisition by Clarke American Corp. of John H. Harland Company, ‘‘Transactions’’ refers to the Acquisition and the related financing transactions and application of the proceeds therefrom, ‘‘Clarke American’’ refers to Clarke American Corp. and its subsidiaries prior to completion of the Transactions, and ‘‘Harland’’ refers to John H. Harland Company and its subsidiaries prior to completion of the Transactions. Unless the context otherwise requires, ‘‘we,’’ ‘‘us,’’ ‘‘our’’ or ‘‘Company’’ refers to Clarke American Corp. and its subsidiaries following completion of the Transactions.