0001193125-04-196938 Sample Contracts

PREFERRED STOCK AGREEMENT enherent Corp. and its Series A Preferred Stockholders
Preferred Stock Agreement • November 15th, 2004 • Enherent Corp • Services-computer programming services • Delaware

Agreement entered into on October 28, 2004 by and between enherent Corp., a Delaware corporation (“enherent”) and the preferred stockholders of enherent, each of which is referred to herein as a “Preferred Stockholder”. enherent and the Preferred Stockholders are each referred to herein as a “Party” and collectively as the “Parties.”

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NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • November 15th, 2004 • Enherent Corp • Services-computer programming services • Delaware

This Non-Qualified Stock Option Agreement (this “Agreement”) is made and entered into and effective as of September 14, 2004 (the “Effective Date”), by and between enherent Corp., a Delaware corporation (the “Company”), and Douglas Mellinger, an individual (“Participant”), with respect to the following circumstances:

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • November 15th, 2004 • Enherent Corp • Services-computer programming services

This First Amendment to Agreement and plan of Merger (this “Amendment”) is made and entered into as of the 4th day of November, 2004 between enherent Corp., a Delaware corporation (“enherent”) and Dynax Solutions, Inc., a Delaware corporation (“Dynax”).

AGREEMENT AND PLAN OF MERGER enherent Corp. and Dynax Solutions, Inc.
Agreement and Plan of Merger • November 15th, 2004 • Enherent Corp • Services-computer programming services • Delaware

This Agreement contemplates a tax-free merger of Dynax with and into enherent in a reorganization pursuant to Code §368(a)(1)(A). Dynax Stockholders will receive capital stock in enherent in exchange for their capital stock in Dynax. As further provided in this Agreement, the Parties expect that the Merger will further certain of their business objectives (including, without limitation, consolidation of duplicate programs, more complete range of services to offer customers and various economies of scale).

AGREEMENT
Agreement • November 15th, 2004 • Enherent Corp • Services-computer programming services • Connecticut

THIS AGREEMENT (this “Agreement”) is effective the 14th day of September, 2004 (the “Effective Date”) by and between enherent Corp., a Delaware corporation, with its principal place of business at 80 Lamberton Rd., Windsor, CT 06095, with all of its direct and indirect subsidiaries, (the “Company”) and Douglas Mellinger, an individual residing at 1241 Westover Rd., Stamford, CT 06092 (the “Vice Chairman”).

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • November 15th, 2004 • Enherent Corp • Services-computer programming services • Connecticut

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) dated as of October 5, 2004, is entered into by and among enherent Corp., a Delaware corporation (the “Company”), and Douglas A. Catalano (“Holder”).

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