0001193125-04-118080 Sample Contracts

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • July 14th, 2004 • Drugmax Inc • Wholesale-drugs, proprietaries & druggists' sundries

This FIRST AMENDMENT, dated as of July 1, 2004 (this “Amendment”), by and among DrugMax, Inc., a Nevada corporation (the “Company”), Familymeds Group, Inc., a Connecticut corporation (the “Acquired Corporation”), and, to the extent specifically provided herein, Jugal K. Taneja, an individual with an address of 25400 US Highway 19 North, Suite 137, Clearwater, Florida 33763(“Mr. Taneja”), and Edgardo A. Mercadante, an individual with an address of 312 Farmington Avenue, Farmington, Connecticut 06032 (“Mr. Mercadante”), amends that certain Agreement and Plan of Merger dated as of March 19, 2004 by and among the Company, the Acquired Corporation, Mr. Taneja and Mr. Mercadante (the “Merger Agreement”).

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SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT BY AND BETWEEN CONGRESS FINANCIAL CORPORATION (FLORIDA) AND DRUGMAX, INC., TOGETHER WITH ITS SUBSIDIARIES, VALLEY DRUG COMPANY, VALLEY DRUG COMPANY SOUTH, AND DISCOUNT Rx, INC.
Loan and Security Agreement • July 14th, 2004 • Drugmax Inc • Wholesale-drugs, proprietaries & druggists' sundries

THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into effective as of the 31st day of March, 2004 (the “Effective Date”), by and among DRUGMAX, INC., a Nevada corporation (“Borrower”), (together with its subsidiaries, VALLEY DRUG COMPANY, an Ohio corporation, VALLEY DRUG COMPANY SOUTH, a Louisiana corporation, and DISCOUNT Rx, Inc., a Louisiana corporation, also the “Borrower”), and CONGRESS FINANCIAL CORPORATION (FLORIDA), a Florida corporation (“Lender”).

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT BY AND BETWEEN CONGRESS FINANCIAL CORPORATION (FLORIDA) AND DRUGMAX, INC., TOGETHER WITH ITS SUBSIDIARIES, VALLEY DRUG COMPANY, VALLEY DRUG COMPANY SOUTH, AND DISCOUNT Rx, INC.
Loan and Security Agreement • July 14th, 2004 • Drugmax Inc • Wholesale-drugs, proprietaries & druggists' sundries

THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into effective as of the 19th day of August, 2003, by and between DRUGMAX, INC., a Nevada corporation (“Borrower”), (together with its subsidiaries, VALLEY DRUG COMPANY, an Ohio corporation, VALLEY DRUG COMPANY SOUTH, a Louisiana corporation, and DISCOUNT Rx, Inc., a Louisiana corporation, also the “Borrower”), and CONGRESS FINANCIAL CORPORATION (FLORIDA), a Florida corporation (“Lender”).

AGREEMENT AND PLAN OF MERGER BY AND BETWEEN FAMILYMEDS GROUP, INC. AND DRUGMAX, INC. Dated as of March 19, 2004
Agreement and Plan of Merger • July 14th, 2004 • Drugmax Inc • Wholesale-drugs, proprietaries & druggists' sundries • Connecticut

This AGREEMENT AND PLAN OF MERGER is made and entered into as of March 19, 2004 (this “Agreement”), by and among DrugMax, Inc., a Nevada corporation (the “Company”), Familymeds Group, Inc., a Connecticut Company (the “Acquired Corporation”), and, to the extent specifically provided herein, Jugal K. Taneja (“Mr. Taneja”), an individual with an address of 25400 US Highway 19 North, Suite 137, Clearwater, Florida 33763 and Edgardo A. Mercadante (“Mr. Mercadante”), an individual with an address of 312 Farmington Avenue, Farmington, Connecticut 06032.

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