Fulbright & Jaworski Sample Contracts

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Contract (July 14th, 2006)
Contract (May 24th, 2006)

Exhibit 10.1 EXHIBIT D STOCK TRANSFER RESTRICTION AND REGISTRATION RIGHTS AGREEMENT ________ __, 2006 THIS STOCK TRANSFER RESTRICTION AND REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of ________ __, 2006, is by and among (1) Clear Channel Outdoor Holdings, Inc., a Delaware corporation (the "Company"), (2) Mark T. Lieberman, Deborah S. Lieberman, The Trust (Living) of Marianne Lieberman and The Trust (Living) of Carolyn M. Grant (collectively, the "Principal Stockholders"), and (3) Molly A. Lieberman, Karen Lieberman-Daly, Richard Frick and the Lieberman Business Trust (collectively, and together with the Principal Stockholders, the "Stockholders"). Reference is made to that certain Stock Purchase Agreement, dated as of May 20, 2006 (the "Stock Purchase Agreement"), by and among the Company, Clear Channel Outdoor, Inc., a Delaware corporation and w

Shells Restaurants – Contract (March 14th, 2006)

Exhibit 10.3 AGREEMENT Agreement, dated as of March 13, 2006 (the "Agreement"), by and between Shells Seafood Restaurants, Inc., a Delaware corporation with its principal office at 16313 N. Dale Mabry Highway, Suite 100, Tampa, Florida 33618 (the "Company"), and Chris Ward (the "Executive"), currently residing at 10101 Garden Retreat Court, Tampa, Florida 33647. WHEREAS, the parties desire to enter into this Agreement in order to set forth the financial obligations of the Company to the Executive upon the occurrence of certain events. NOW, THEREFORE, in consideration of the foregoing and of the mutual promises, representations and covenants contained herein, the parties hereto agree as follows: 1. Term This Agreement shall become effective upon its full execution by the Executive and the Company, and shall remain in effect (the "Term") until June 30, 2007 (the "Termination Date") unless sooner terminated in acco

Baseline Oil Gas – Contract (January 17th, 2006)

================================================================================ EXHIBIT 10.1 PURCHASE AGREEMENT BY AND AMONG THE SELLERS NAMED HEREIN AND COLLEGE OAK INVESTMENTS, INC. January 16, 2006 ================================================================================ PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the "Agreement") is entered into this 16th day of January, 2006 by and among Rex Energy Royalties Limited Partnership, a Delaware limited partnership ("Rex Royalties"), PennTex Resources, L.P. a Texas limited partnership ("PennTex Resources"), PennTex Resources Illinois, Inc., a Delaware corporation ("PennTex Illinois"), Douglas Oil & Gas Limited Partnership, a Delaware limited partnership ("Dougla

Contract (November 14th, 2005)

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement"), between Luby's, Inc., a Delaware corporation ("Luby's" or the "Company"), and Christopher J. Pappas, a resident of Houston, Texas, ("Executive") is executed this 9th day of November, 2005 to be effective as of the 1st day of September, 2005 ("Effective Date"). For purposes of this Agreement, "Luby's" or the "Company" shall include the subsidiaries of Luby's. Luby's and Executive are sometimes referred to herein individually as a "Party," and collectively as the "Parties." The Parties hereby agree as follows: 1. Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated: "Affiliate" means, with respect to any Person, any other Person directly, or indirectly through one or more intermediaries, controlling, controlled by or under common control with such Person. For purpos

Allbritton Communications Co – Contract (August 30th, 2005)

UNLIMITED GUARANTY UNLIMITED GUARANTY dated as of August 23, 2005, by each of the subsidiaries of ALLBRITTON COMMUNICATIONS COMPANY party hereto (each a "Guarantor" and collectively, the "Guarantors"), in favor of BANK OF AMERICA, N.A., a national banking association with an office at 100 Federal Street, Boston, Massachusetts, as Agent (the "Agent") for the Banks parties to the Credit Agreement referred to below. Recitals Pursuant to that certain CREDIT AGREEMENT (the "Credit Agreement") entered into as of August 23, 2005, by and among Allbritton Communications Company (the "Borrower"), the financial institutions party thereto (the "Banks"), and the Agent, the Banks have agreed to extend credit facilities to the Borrower. The Credit Agreement provides for, among other things, a guaranty to be executed by the Guarantors. The Guarantors are affiliates of the Borrower and shall receive substantial benefits through increase

Stock Purchase Agreement (July 15th, 2005)
Sentigen Holding Corp – Contract (February 28th, 2005)

Page ---- ARTICLE I CONSTRUCTION; DEFINITIONS.................................................. 2 Section 1.1 Definitions................................................................ 2 Section 1.2 Accounting Terms........................................................... 9 ARTICLE II PURCHASE AND SALE.......................................................... 10 Section 2.1 Agreement to Purchase and Sell............................................. 10 Section 2.2 Excluded Assets............................................................ 11 Section 2.3 Assumption of Assumed Liabilities.......................................... 12 Section 2.4 Excluded Liabilities....................................................... 12 Section 2.5

Placement Agency Agreement (January 26th, 2005)
Sentigen Holding Corp – Contract (January 7th, 2005)

EXHIBIT 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is made as of the third day of January 2005 between Sentigen Holding Corp. and subsidiaries, a Delaware corporation (the "Company") and Ronald C. Newbold (the "Employee"). RECITALS WHEREAS, Employee desires to be employed by the Company upon the terms and conditions hereinafter set forth; and WHEREAS, the Company desires to employ the Employee upon the terms and conditions hereinafter set forth. WITNESSETH: NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties hereto, each intending to be legally bound hereby, agree as follows: 1. Employment. ----------- During the Employment Term (defined below), the Employee shall serve as the Executive Vice President of Commercial Operations of the Company with the authori

Meridian Resource Corporation (The) – Contract (December 30th, 2004)

Page ---- SECTION 1 DEFINITIONS...................................................................................... 1 1.1. Defined Terms.................................................................................... 1 1.2. Other Definitional Provisions.................................................................... 19 SECTION 2 AMOUNT AND TERMS OF REVOLVING CREDIT COMMITMENTS................................................. 20 2.1. Revolving Credit Commitments..................................................................... 20 2.2. Procedure for Revolving Credit Borrowing......................................................... 20 2.3. Repayment of Loans; Evidence of Debt...............................

Patterson-UTI – Contract (December 23rd, 2004)
Myogen Inc – Contract (September 29th, 2004)

Page ---- SECTION 1. PURCHASE AND SALE OF SECURITIES.................................... 1 SECTION 2. THE CLOSING........................................................ 1 2.1. The Closing........................................................ 1 2.2. Conditions to Closing.............................................. 1 SECTION 3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY........... 3 3.1. No Material Misstatement........................................... 3 3.2. Incorporated Documents............................................. 3 3.3. Financial Statements............................................... 4 3.4. No Material Adverse Change......................................... 4 3.5. Books and Records; Internal Cont

Meridian Resource Corporation (The) – Contract (August 4th, 2004)

EXHIBIT 10.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement"), dated as of July 21, 2004, is by and between The Meridian Resource Corporation, a Texas corporation (the "Company"), and SWEPI LP, a Delaware limited partnership ("Shell") and successor by merger to Shell Louisiana Onshore Properties Inc., a Delaware corporation. WHEREAS, Shell holds 7,082,030 shares (the "Shares") of the Company's common stock, par value $.01 per share (the "Common Stock"); WHEREAS, the Company desires to increase the public float of the Common Stock; WHEREAS, Shell wishes to sell all or a portion of the Shares to the Company, and the Company wishes to purchase all or a portion of the Shares from Shell on the terms and conditions set forth herein; WHEREAS, the Company anticipates making a public offering in July 2004 of shares of Common Stock (the "Offering"), and the Company expects to use a portion of

Contract (July 15th, 2004)
a21, Inc. – Contract (July 14th, 2004)

LEASE AGREEMENT between NL VENTURES IV CENTURION, L.P. as Landlord and SUPERSTOCK, INC. as Tenant TABLE OF CONTENTS PAGE ARTICLE I Section 1.01 Lease of Premises; Title and Condition.........................1 Section 1.02 Use............................................................2 Section 1.03 Term...........................................................2 Section 1.04 Options To Extend the Term.....................................2 Section 1.05 Rent...........................................................3 ARTICLE II Section 2.01 Maintenance and Repair..............

Introgen Therapeutics, Inc. – Contract (November 26th, 2003)

EXHIBIT 10.45 2,859,427 SHARES INTROGEN THERAPEUTICS, INC. SHARES OF COMMON STOCK ($.001 PAR VALUE) PLACEMENT AGENT AGREEMENT November 26, 2003 SG COWEN SECURITIES CORPORATION FIRST ALBANY CAPITAL INC. c/o SG Cowen Securities Corporation 1221 Avenue of the Americas New York, New York 10020 Dear Sirs: INTROGEN THERAPEUTICS, INC., a Delaware corporation (the "COMPANY"), proposes to sell to the Purchasers (defined below), pursuant to the terms of this Placement Agent Agreement (this "AGREEMENT") and the Subscription Agreements in the form of Exhibit A attached hereto (the "SUBSCRIPTION AGREEMENTS") entered into with the Purchasers identified therein (each a "PURCHASER" and, collectively, the "PURCHASERS"), an aggregate of 2,859,427 shares of Common Stock, $.00

Aleris International Inc – Contract (October 7th, 2003)

EXHIBIT 10.1 EXECUTION COPY J.P. MORGAN SECURITIES INC. $ 210,000,000 IMCO RECYCLING INC. 10 3/8% Senior Secured Notes due 2010 Purchase Agreement October 2, 2003 J.P. Morgan Securities Inc. As Representative of the several Initial Purchasers listed in Schedule 1 hereto c/o J.P. Morgan Securities Inc. 270 Park Avenue New York, New York 10017 Ladies and Gentlemen: IMCO Recycling Inc., a Delaware corporation (the "Company"), proposes to issue and sell to the several Initial Purchasers listed in Schedule 1 hereto (the "Initial Purchasers"), for whom you are acting as representative (the "Representative"), $210,000,000 principal amount of its 10 3/8% Senior Secured Notes due 2010 (the "Securi

Contract (September 10th, 2003)

SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of September 8, 2003, among Vion Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and the purchasers identified on the signature pages hereto (each a "Purchaser" and collectively the "Purchasers"); and WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act (as defined below), and Rule 506 promulgated thereunder, the Company desires to issue and sell to the Purchasers, and the Purchasers, severally and not jointly, desire to purchase from the Company in the aggregate, up to 6,475,000 shares of Common Stock and Warrants to purchase up to 6,475,000 shares of Common Stock. NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree

Contract (June 20th, 2003)
Briazz Inc – Contract (April 14th, 2003)

EXHIBIT 10.40 AMENDED AND RESTATED SECURITY AGREEMENT by and among BRIAZZ, Inc., Briazz Venture, L.L.C. and Spinnaker Investment Partners, L.P. Dated as of April 10, 2003 AMENDED AND RESTATED SECURITY AGREEMENT --------------------------------------- This Amended and Restated Security Agreement ("Agreement") is entered into and dated as of April 10, 2003, by and between BRIAZZ, Inc., a Washington corporation ("Borrower"), Briazz Venture, L.L.C., an Illinois limited liability company ("Briazz Venture"), and Spinnaker Investment Partners, L.P., a Delaware limited partnership ("Spinnaker" and, together with Briazz Venture, the "Lenders"). RECITALS WHEREAS,

Veritas Dgc Inc – Contract (February 19th, 2003)
Contract (January 22nd, 2003)

EXHIBIT 10.1 FIRST AMENDED AND RESTATED AGREEMENT This First Amended and Restated Agreement (this "Agreement") dated as of January 17, 2003 is entered into by and between Cal Dive International, Inc., a corporation organized under the laws of Minnesota (together with its successors, "Cal Dive"), and Fletcher International, Ltd., a company organized under the laws of Bermuda (together with its successors, "Fletcher"). Reference is made to that certain Agreement dated as of December 31, 2002 by and between Cal Dive and Fletcher (the "Original Agreement"). The parties hereto agree that this First Amended and Restated Agreement hereby amends, restates and supersedes in its entirety the Original Agreement; provided, however, that (1) all references to the "date hereof," "date of this Agreement," " date first above written" and other, similar references contained herein or incorporated by reference into the Certificate of Rights and Preferences or a

Kaneb Pipe Line Operating Partnership Lp – Contract (January 8th, 2003)

================================================================================ BRIDGE LOAN AGREEMENT dated as of December __, 2002 among KANEB PIPE LINE OPERATING PARTNERSHIP, L.P. as Borrower KANEB PIPE LINE PARTNERS, L.P. as KPP THE LENDERS FROM TIME TO TIME PARTY HERETO and SUNTRUST BANK as Administrative Agent ================================================================================ SUNTRUST ROBINSON HUMPHREY, a division of SUNTRUST CAPITAL MARKETS, INC. as Lead Arranger and Book Manager TABLE OF CONTENTS

Kaneb Services Llc – Contract (January 8th, 2003)

================================================================================ BRIDGE LOAN AGREEMENT dated as of December __, 2002 among KANEB PIPE LINE OPERATING PARTNERSHIP, L.P. as Borrower KANEB PIPE LINE PARTNERS, L.P. as KPP THE LENDERS FROM TIME TO TIME PARTY HERETO and SUNTRUST BANK as Administrative Agent ================================================================================ SUNTRUST ROBINSON HUMPHREY, a division of SUNTRUST CAPITAL MARKETS, INC. as Lead Arranger and Book Manager TABLE OF CONTENTS

Kaneb Pipe Line Partners L P – Contract (January 8th, 2003)

================================================================================ BRIDGE LOAN AGREEMENT dated as of December __, 2002 among KANEB PIPE LINE OPERATING PARTNERSHIP, L.P. as Borrower KANEB PIPE LINE PARTNERS, L.P. as KPP THE LENDERS FROM TIME TO TIME PARTY HERETO and SUNTRUST BANK as Administrative Agent ================================================================================ SUNTRUST ROBINSON HUMPHREY, a division of SUNTRUST CAPITAL MARKETS, INC. as Lead Arranger and Book Manager TABLE OF CONTENTS

Kaneb Services Llc – Contract (November 7th, 2002)

TABLE OF CONTENTS Page Article I DEFINITIONS; CONSTRUCTION Section 1.1. Definitions..........................................................................................1 Section 1.2. Classifications of Loans............................................................................18 Section 1.3. Accounting Terms and Determination..................................................................18 Section 1.4. Terms Generally.....................................................................................19 Article II AMOUNT AND TERMS OF THE COMMITMENTS Section 2.1. [Intentionally Omitted].............................................................................19 Section 2.2. The Bridge Loan.....................................................................................19 Section 2.3. Fees..............

Kaneb Pipe Line Operating Partnership Lp – Contract (November 7th, 2002)

TABLE OF CONTENTS Page Article I DEFINITIONS; CONSTRUCTION Section 1.1. Definitions..........................................................................................1 Section 1.2. Classifications of Loans............................................................................18 Section 1.3. Accounting Terms and Determination..................................................................18 Section 1.4. Terms Generally.....................................................................................19 Article II AMOUNT AND TERMS OF THE COMMITMENTS Section 2.1. [Intentionally Omitted].............................................................................19 Section 2.2. The Bridge Loan.....................................................................................19 Section 2.3. Fees..............

Kaneb Pipe Line Partners L P – Contract (November 7th, 2002)

TABLE OF CONTENTS Page Article I DEFINITIONS; CONSTRUCTION Section 1.1. Definitions..........................................................................................1 Section 1.2. Classifications of Loans............................................................................18 Section 1.3. Accounting Terms and Determination..................................................................18 Section 1.4. Terms Generally.....................................................................................19 Article II AMOUNT AND TERMS OF THE COMMITMENTS Section 2.1. [Intentionally Omitted].............................................................................19 Section 2.2. The Bridge Loan.....................................................................................19 Section 2.3. Fees..............

Meridian Resource Corporation (The) – Contract (August 26th, 2002)
Contract (May 24th, 2002)

Page SECTION 1. DEFINITIONS............................................................................................1 1.1 Defined Terms...................................................................................1 1.2 Other Definitional Provisions..................................................................28 SECTION 2. AMOUNT AND TERMS OF COMMITMENTS.......................................................................28 2.1 Existing Term Loans; Additional Term Loan Commitments..........................................28 2.2 Procedure for Term Loan Borrowing..............................................................29 2.3 Repayment of Term Loans........................................................................30 2.4 Revolving Credit Commitments........................

Children S Books & Toys Inc – Registration Rights Agreement (May 1st, 2002)
Tbm Holding Inc – Asset Purchase Agreement (April 2nd, 2002)
Kaneb Pipe Line Operating Partnership Lp – Contract (January 25th, 2002)

Page ---- Section 1.1 Definitions.................................................................................2 Section 1.2 Cross References............................................................................5 Section 1.3 Knowledge...................................................................................6 ARTICLE II SALE OF SHARES...........................................................................................6 Section 2.1 Sale of Shares..............................................................................6 Section 2.2 Delivery of Estimated Net Cash Amount.......................................................6 Section 2.3 Closing Payment.............................................................................6 Section 2.4 Determination of Purchas

Children S Books & Toys Inc – Transition Services Agreement (January 18th, 2002)