PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • October 28th, 1997 • Brown Flournoy Equity Income Fund LTD Partnership • Real estate • Tennessee
3.1 Corporate Organization 5 3.2 Capitalization 5 3.3 Legal Proceedings 5 3.4 Authorization and Effectiveness of Agreement 5 3.5 Tax Returns and Payment of Taxes 6 3.6 Financial Statements 6 3.7 Absence of Certain Changes 6 3.8 Absence of Undisclosed...Agreement and Plan of Merger • August 30th, 2002 • Synergistics Inc • Miscellaneous electrical machinery, equipment & supplies • Massachusetts
ANDAsset Purchase Agreement • October 21st, 1998 • Jones Growth Partners L P • Cable & other pay television services • Colorado
This AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of this 28th day of June, 1999 by and between Nations Fund Portfolios, Inc. (the "Company"), a Maryland corporation, for itself and on behalf of its Nations Emerging Markets Fund,...Agreement and Plan of Reorganization • July 22nd, 1999 • Nations Fund Portfolios Inc • Maryland
ASSIGNMENT AGREEMENT --------------------Assignment Agreement • November 26th, 2004 • Monaco Group Inc • Wholesale-groceries, general line
Exhibit 2 --------- SHARE PURCHASE AGREEMENT ------------------------ THIS AGREEMENT made as of the 4th day of October, 2004. -------------- B E T W E E N: -------------- BURGIO FAMILY HOLDINGS INC., a corporation incorporated under the laws...Agreement • November 26th, 2004 • Monaco Group Inc • Wholesale-groceries, general line • Ontario
AGREEMENT ---------Agreement of Purchase and Sale • February 1st, 2000 • Shopco Regional Malls Lp • Real estate • New York
ANDAgreement of Merger • May 5th, 1999 • Adirondack Financial Services Bancorp Inc • Savings institution, federally chartered • Delaware
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 17th, 2001 • Innes Street Financial Corp • Savings institution, federally chartered • North Carolina
Exhibit 1.9 MANAGEMENT AGREEMENT AGREEMENT made as of March 7, 1997, by and between Natural Wonders, Inc., a Delaware corporation ("Natural Wonders"), and What A World!, Inc., a Delaware corporation ("WAW"). WHEREAS, the parties hereto have entered...Management Agreement • May 1st, 1997 • What a World Inc/De/ • Retail-retail stores, nec • Delaware
Securities Exchange Agreement and Plan of Exchange BETWEEN OpenLimit, Inc. AND ZAG Holding AG AND Shareholders of ZAG Holding AG DATED June 19th, 2007Securities Exchange Agreement • July 12th, 2007 • Openlimit Inc • Magnetic & optical recording media • Florida
ANNEX AAgreement and Plan of Merger • March 24th, 2000 • Amtec Inc • Telephone communications (no radiotelephone) • Delaware
CONSENT FORM CONSENT FORM ----------------------------------------------------- --------------------------- AMERICA FIRST PARTICIPATING/PREFERRED EQUITY MORTGAGE FUND LIMITED PARTNERSHIP THIS CONSENT is solicited by the General Partner of Prep Fund 1...America First Prep Fund 2 Limited Partnership • March 2nd, 1998 • Asset-backed securities
ANNEX I AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SHOPCO REGIONAL MALLS, L.P. Dated as of October 6, 1988 TABLE OF CONTENTSShopco Regional Malls Lp • February 1st, 2000 • Real estate • Delaware
ANNEX CStock Purchase Agreement • March 24th, 2000 • Amtec Inc • Telephone communications (no radiotelephone) • Delaware
OFAgreement of Merger • June 28th, 2000 • Pentech International Inc • Pens, pencils & other artists' materials • Delaware
Business Combination Agreement AMONG High End Ventures, Inc. AND The Electrolinks Corporation AND Power Grid Networks Ltd. DATED September 18, 2007Business Combination Agreement • January 25th, 2008 • High End Ventures, Inc. • Communications equipment, nec • Colorado
THIS BUSINESS COMBINATION AGREEMENT (“Agreement”) is entered into as of September 18, 2007, by and among High End Ventures, Inc. (“Company”), a corporation incorporated pursuant to the laws of the State of Colorado, Power Grid Networks Ltd. (“Amalgamated Company”), a corporation incorporated pursuant to the laws of the Province of Ontario and The Electrolinks Corporation (“Electrolinks”), a corporation incorporated pursuant to the Province of Ontario.
STOCK SALE AGREEMENT By and Among MRG ACQUISITION CORP. And EAST COAST DIVERSIFIED CORPORATION And MIAMI RENAISSANCE GROUP, INC. Dated as of February 20, 2008 STOCK SALE AGREEMENTStock Sale Agreement • April 10th, 2008 • East Coast Diversified Corp • Retail-eating & drinking places • Florida
This agreement is entered into this 20th day of February, 2008 (the “Agreement”) by and between East Coast Diversified Corporation, a Florida corporation (“ECDV”), Miami Renaissance Group, Inc., a Florida corporation and a wholly-owned subsidiary of ECDV (“MRG”), and MRG Acquisition Corp., a Florida corporation (“MRGA”).
Exhibit 4.9 NON COMPETITION AGREEMENT This Non Competition Agreement (the "Agreement") is made as of March , 1997 is entered into between Natural Wonders, Inc., a Delaware Corporation (the "Buyer") and [ ] of [ ] (the "Individual") with reference to...9 Non Competition Agreement • May 1st, 1997 • What a World Inc/De/ • Retail-retail stores, nec • California
to employ, solicit or entice away from the Buyer any person who to Individual's knowledge after due inquiry, is an employee of the Buyer, either at present or at any time in the future. 4. The Individual acknowledges that a breach of this Agreement is likely to result in irreparable and unreasonable harm to the Buyer, and that injunctive relief, as well as damages, would be appropriate. If the Individual breaches this Agreement, the Individual shall be liable for all legal fees and costs incurred by the Buyer to enforce this Agreement or pursue remedies arising as a result of such breach. 5. This Agreement shall inure to the benefit of the Buyer and its successors and assigns. 6. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts entered into and to be wholly performed in the State of California. 7. If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than
ANNEX IV AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • February 1st, 2000 • Shopco Regional Malls Lp • Real estate • New York
Duff & Phelps Superior Proposal OpinionWhitehall Jewellers Inc • May 16th, 2006 • Retail-jewelry stores
Whitehall Jewellers, Inc. (“Whitehall” or the “Company”) has entered into a Securities Purchase Agreement (“SPA”) with PWJ Lending LLC, PWJ Funding LLC and Holtzman Opportunity Fund, L.P. (“Holtzman”). The transactions contemplated by the Transaction Documents (as defined in the SPA) are hereinafter referred to as the Prentice Transaction. On or about December 2, 2005, Newcastle Partners initiated an unsolicited offer for all the outstanding shares of the Company (“Initial Tender Offer”), and subsequently revised its offer (“Tender Offer”). The Board of Directors engaged Duff & Phelps, LLC (“Duff & Phelps”) as its independent financial advisor in connection with the Tender Offer and any other unsolicited offers that may arise to provide advice regarding whether the Tender Offer and related transactions is more favorable, from a financial point of view, to the Company, its stockholders and creditors, taken as a whole, than the Prentice Transaction (“Superior Proposal”), as outlined in S
AGREEMENT OF ACQUISITION AND PLAN OF REORGANIZATION between SONA DEVELOPMENT CORP. and SIBLING ENTERTAINMENT GROUP, INC. June 28, 2006Agreement of Acquisition and Plan of Reorganization • January 22nd, 2007 • Sona Development Corp • Non-operating establishments • New York
THIS AGREEMENT OF ACQUISITION AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into on June 28, 2006, by and between SONA DEVELOPMENT CORP., a Texas corporation (“Sona”), and SIBLING ENTERTAINMENT GROUP, INC., a New York corporation (“Sibling”).
FUNDING AND REVENUE SHARING AGREEMENTFunding and Revenue Sharing Agreement • January 25th, 2008 • High End Ventures, Inc. • Communications equipment, nec • Ontario
THE ELECTROLINKS CORPORATION, a corporation incorporated under the laws of the Province of Ontario and having its head office at 151 Bloor Street West, Suite 480, Toronto, Canada
FORM 10-KAppendix D • June 28th, 2000 • Pentech International Inc • Pens, pencils & other artists' materials
AMENDMENT TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • January 25th, 2008 • High End Ventures, Inc. • Communications equipment, nec
THIS AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT (“Amendment”) is entered into as of November 9, 2007, by and among High End Ventures, Inc. (“Company”), a corporation incorporated pursuant to the laws of the State of Colorado, Power Grid Networks Ltd. (“Amalgamated Company”), a corporation incorporated pursuant to the laws of the Province of Ontario, and The Electrolinks Corporation (“Electrolinks”), a corporation incorporated pursuant to the Province of Ontario.
Partnership of:Se Global Equities Corp • August 22nd, 2005 • Services-business services, nec
As independent registered public accountants, we hereby consent to the inclusion or incorporation by reference in this Proxy Statement dated August 10, 2005, of the following:
FORM 10-QAppendix E • June 28th, 2000 • Pentech International Inc • Pens, pencils & other artists' materials
EXCHANGE AGREEMENT BY AND AMONG VOS INTERNATIONAL, INC. IDEAEDGE, INC. AND CERTAIN SHAREHOLDERS AND NOTE HOLDERS OF IDEAEDGE, INC. AND VOS INTERNATIONAL, INC.Exchange Agreement • September 21st, 2007 • Vos International Inc • Electronic & other electrical equipment (no computer equip) • California
THIS EXCHANGE AGREEMENT (the "Agreement"), is made and entered into as of September 6, 2007, by and among VOS International, Inc., a Colorado corporation ("VOS"), certain principal shareholders of VOS (the “VOS Principal Shareholders”), IdeaEdge, Inc., a California corporation (the "IdeaEdge"), and the shareholders and note holders of IdeaEdge set forth on the signature pages to this Agreement (collectively, the "Sellers" and individually, a "Seller"), with respect to the following facts:
July 30, 1999 Dear Stockholder: On May 12, 1999, The Leslie Fay Company, Inc. ("Leslie Fay") entered into an agreement and plan of merger with Three Cities Fund II, L.P., Three Cities Offshore II C.V. and TCR Acquisition Sub Co. ("Merger Sub")...Fay Leslie Co Inc • July 30th, 1999 • Women's, misses', and juniors outerwear
On May 12, 1999, The Leslie Fay Company, Inc. ("Leslie Fay") entered into an agreement and plan of merger with Three Cities Fund II, L.P., Three Cities Offshore II C.V. and TCR Acquisition Sub Co. ("Merger Sub") pursuant to which Merger Sub will merge (the "Merger") into Leslie Fay with Leslie Fay as the surviving corporation. In the Merger, you will have the right to elect to receive $7.00 per share in cash in exchange for some or all of your shares of Leslie Fay's Common Stock. However, if you elect to receive cash for some or all of your shares and the holders of more than 2,111,966 shares elect to receive cash, then there will be a pro rata reduction so that you will receive cash for some of your shares and keep the remainder of your shares.
CONSENT FORM CONSENT FORM ----------------------------------------------------- --------------------------- AMERICA FIRST PREP FUND 2 PENSION SERIES LIMITED PARTNERSHIP THIS CONSENT is solicited by the General Partner of Pension Fund in connection...America First Prep Fund 2 Limited Partnership • March 2nd, 1998 • Asset-backed securities
CONSENT FORM CONSENT FORM ----------------------------------------------------- --------------------------- AMERICA FIRST PREP FUND 2 LIMITED PARTNERSHIP THIS CONSENT is solicited by the General Partner of Prep Fund 2 in connection with an action by...America First Prep Fund 2 Limited Partnership • March 2nd, 1998 • Asset-backed securities
EXHIBIT D ASSIGNMENT AND ASSUMPTION AGREEMENTD Assignment and Assumption Agreement • December 10th, 2001 • Health Outcomes Management Inc • Services-prepackaged software
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is made effective as of the 1st day of November, 2001, by and between Health Outcomes Management, Inc., a Minnesota corporation (the "Seller"), and Quality Business Solutions, Inc., a Minnesota corporation (the "Buyer").
November 24, 1999 Board of Directors AmTec, Inc. 599 Lexington Avenue 44th Floor New York, New York 10022-6030 Ladies and Gentlemen: We understand that AmTec, Inc. (the "Company") and Terremark Holdings, Inc. ("Terremark") have entered into an...Amtec Inc • March 24th, 2000 • Telephone communications (no radiotelephone)
PURCHASE AGREEMENT Acquisition of VOS Systems, Inc. (California Subsidiary) by Allan LigiPurchase Agreement • September 21st, 2007 • Vos International Inc • Electronic & other electrical equipment (no computer equip) • California
This Agreement (the “Agreement”) is made and entered into this 6th day of August, 2007, by and between Allan Ligi (“Ligi” and/or “Purchaser”), an individual located at 14356 Crestwood Ave., Poway, California 92064, and VOS International, Inc. (Colorado Parent Company) (“VOSI” and/or “Seller”), a Colorado Corporation, with offices located at 740 13th Street, Suite 406, San Diego, California 92101. The (“Parties”) hereby agree to the acquisition of the VOS Systems, Inc. (California Subsidiary), a California corporation (“VOS Subsidiary”), by “Ligi” as described herein.
FORM OF STOCKHOLDER LOCK-UP AGREEMENT] AGREEMENT, dated March , 1997, between Natural Wonders, Inc., a Delaware corporation (the "Buyer") and , a stockholder (the "Holder") of What A World!, Inc. (the "Corporation"). In order to induce the Buyer to...What a World Inc/De/ • May 1st, 1997 • Retail-retail stores, nec
