0001104659-06-015076 Sample Contracts

THIRD AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 8th, 2006 • Sourcecorp Inc • Services-business services, nec

This Third Amendment to Amended and Restated Employment Agreement (“Third Amendment”) is entered into as of March 7, 2006 and effective as of the Effective Time (as defined below) by and among SOURCECORP, Inc., a Delaware corporation (“SOURCECORP”), with its principal office located at 3232 McKinney Avenue, Suite 1000, Dallas, Texas 75204, SOURCECORP Management, L. P., a Texas limited partnership and indirect wholly-owned subsidiary of SOURCECORP (collectively, the “Company”) and Thomas C. Walker (“Employee”).

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AGREEMENT AND PLAN OF MERGER among SOURCECORP, INCORPORATED, CORPSOURCE HOLDINGS, LLC and CORPSOURCE MERGERSUB, INC. Dated as of March 7, 2006
Agreement and Plan of Merger • March 8th, 2006 • Sourcecorp Inc • Services-business services, nec • Delaware

AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of March 7, 2006, among SOURCECORP, Incorporated, a Delaware corporation (the “Company”), CorpSource Holdings, LLC, a Delaware limited liability company (“Purchaser”), and CorpSource MergerSub, Inc., a Delaware corporation and a wholly owned subsidiary of Purchaser (“Merger Sub”).

CONSULTING AGREEMENT FIFTH AMENDED ADDENDUM
Consulting Agreement • March 8th, 2006 • Sourcecorp Inc • Services-business services, nec

This Consulting Agreement Fifth Amended Addendum (the “Fifth Addendum”) is entered into as of March 7, 2006 and effective as of the Effective Date (as defined below) by and between F.Y.I. Incorporated (n/k/a SOURCECORP, Incorporated), a Delaware corporation, (the “Company”) with its principal office located at 3232 McKinney Avenue, Suite 1000, Dallas, Texas 75204 and David Lowenstein (“Consultant”).

AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • March 8th, 2006 • Sourcecorp Inc • Services-business services, nec • Delaware

This AMENDMENT, dated as of March 7, 2006 (this “Amendment”) to the Rights Agreement, dated as of June 24, 2005 (the “Rights Agreement”), by and between SOURCECORP, Incorporated, a Delaware corporation (the “Company”) and American Stock Transfer & Trust Company, as rights agent (the “Rights Agent”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Rights Agreement.

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