0001144204-11-014534 Sample Contracts

FORM OF RESTRICTED STOCK UNIT (RSU) GRANT AGREEMENT (2011)
Form of Restricted Stock • March 14th, 2011 • MDC Partners Inc • Services-advertising agencies • New York

THIS AGREEMENT, made as of March 7, 2011 (the “Grant Date”), between MDC Partners Inc., a Canadian corporation (the “Corporation”), and _______________ (the “Grantee”), an employee of the Corporation.

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FORM OF RESTRICTED STOCK GRANT AGREEMENT (2011)
Form of Restricted Stock Grant Agreement • March 14th, 2011 • MDC Partners Inc • Services-advertising agencies • New York

THIS AGREEMENT, made as of March 7, 2011 (the “Grant Date”), between MDC Partners Inc., a Canadian corporation (the “Corporation”), and _______________ (the “Grantee”).

LIMITED PARTNERSHIP UNIT PURCHASE AGREEMENT
Limited Partnership Unit Purchase Agreement • March 14th, 2011 • MDC Partners Inc • Services-advertising agencies • Ontario

LIMITED PARTNERSHIP UNIT PURCHASE AGREEMENT (this "Agreement") dated as of November 30, 2010, by and among MDC PARTNERS INC., a Canadian corporation (the "Purchaser"), NEWPORT PARTNERS HOLDINGS LP, an Ontario limited partnership ("Newport"), CAP C LP HOLDCO INC., an Ontario corporation ("Communications Holdco"), 2265178 ONTARIO LIMITED ("Capital C Holdco"), an Ontario corporation, TONY CHAPMAN and VICTORIA CALVERLEY, each an individual resident in the Province of Ontario (collectively, the "Cap C Principals" and each a "Cap C Principal").

FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 14th, 2011 • MDC Partners Inc • Services-advertising agencies

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), with an effective date as of March 7, 2011, is entered into by and among the Lenders party hereto, WELLS FARGO CAPITAL FINANCE, LLC, formerly known as Wells Fargo Foothill, LLC, a Delaware limited liability company, as the agent for the Lenders (in such capacity, "Agent"), MDC PARTNERS INC., a Canadian corporation ("Parent"), MAXXCOM INC., a Delaware corporation ("Borrower"), and each of the Subsidiaries of Parent identified on the signature pages hereof (together with Parent and Borrower, the "Loan Parties").

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 14th, 2011 • MDC Partners Inc • Services-advertising agencies

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of November 22, 2010, by and among the Lenders party hereto, WELLS FARGO CAPITAL FINANCE, LLC, formerly known as Wells Fargo Foothill, LLC, a Delaware limited liability company, as the agent for the Lenders (in such capacity, "Agent"), MDC PARTNERS INC., a Canadian corporation ("Parent"), MAXXCOM INC., a Delaware corporation ("Borrower"), and each of the Subsidiaries of Parent identified on the signature pages hereof (together with Parent and Borrower, the "Loan Parties").

LIMITED PARTNERSHIP UNIT PURCHASE AGREEMENT (13%)
Limited Partnership Unit Purchase Agreement • March 14th, 2011 • MDC Partners Inc • Services-advertising agencies • Ontario

LIMITED PARTNERSHIP UNIT PURCHASE AGREEMENT (this “Agreement”) dated as of November 30, 2010, by and among MDC PARTNERS INC., a Canadian corporation (the “Purchaser”), 2265174 Ontario Limited (“Kenna Holdco”), GLENN CHILTON and PAUL QUIGLEY (collectively, the “Kenna Principals” and each, a "Kenna Principal").

LIMITED PARTNERSHIP UNIT PURCHASE AGREEMENT (13%)
Limited Partnership Unit Purchase Agreement • March 14th, 2011 • MDC Partners Inc • Services-advertising agencies • Ontario

LIMITED PARTNERSHIP UNIT PURCHASE AGREEMENT (this “Agreement”) dated as of November 30, 2010, by and among MDC PARTNERS INC., a Canadian corporation (the “Purchaser”), 2265178 Ontario Limited (“Capital C Holdco”), and TONY CHAPMAN, VICTORIA CALVERLEY, BENNETT KLEIN and TOM CLUNE (collectively, the “Capital C Principals” and each, a “Capital C Principal”).

LIMITED PARTNERSHIP UNIT PURCHASE AGREEMENT
Limited Partnership Unit Purchase Agreement • March 14th, 2011 • MDC Partners Inc • Services-advertising agencies • Ontario

LIMITED PARTNERSHIP UNIT PURCHASE AGREEMENT (this "Agreement") dated as of November 30, 2010, by and among MDC PARTNERS INC., a Canadian corporation (the "Purchaser"), NEWPORT PARTNERS HOLDINGS LP, an Ontario limited partnership ("Newport"), CAP C LP HOLDCO INC., an Ontario corporation ("Communications Holdco"), 2265174 ONTARIO LIMITED ("Kenna Holdco"), an Ontario corporation, GLENN CHILTON and PAUL QUIGLEY, each an individual resident in the Province of Ontario (collectively, the "Kenna Principals" and each a "Kenna Principal").

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