Hiscock & Barclay Sample Contracts

AMONG
Stock Purchase Agreement • August 6th, 1999 • Hemagen Diagnostics Inc • In vitro & in vivo diagnostic substances • New York
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EXHIBIT 10.14 BORROWER PLEDGE AGREEMENT -------------------------
Pledge Agreement • June 4th, 1998 • Bogen Communications International Inc • Telephone & telegraph apparatus • New York
AND
Loan Agreement • March 21st, 2007 • Balchem Corp • Chemicals & allied products
WITNESSETH:
Asset Purchase Agreement • November 16th, 2005 • New York Regional Rail Corp • Railroads, line-haul operating • New York
NOTE PURCHASE AGREEMENT BY AND AMONG CFI PROSERVICES, INC., THE SUBSIDIARIES OF CFI PROSERVICES, INC.,
Note Purchase Agreement • August 27th, 1999 • Cfi Proservices Inc • Services-prepackaged software • New York
AMONG
Merger Agreement • January 10th, 2000 • Spectrasite Holdings Inc • Communications services, nec • Delaware
LOAN AGREEMENT BETWEEN
Loan Agreement • August 5th, 1997 • A C Moore Arts & Crafts Inc • New York
AND
Balchem Corp • March 21st, 2007 • Chemicals & allied products
EXHIBIT 10.10 CREDIT AGREEMENT dated as of May 8, 1998
Credit Agreement • June 11th, 1998 • United Road Services Inc • Services-automotive repair, services & parking • Illinois
Common Stock, par value $0.001 per share Warrants to Purchase Shares of Common Stock Underwriting Agreement
Underwriting Agreement • February 6th, 2015 • Actinium Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative, provided that (1) the Representative receives a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission in accordance with the Securities Exchange Act of 1934, as amended the (“Exchange Act”) under Section 16 or otherwise, and (4) neither the undersigned nor any donee, trustee, distributee or transferee, as the case may be, otherwise voluntarily effects any public filing or report or other public notice regarding such transfers:

BORROWER PLEDGE AGREEMENT
Borrower Pledge Agreement • June 4th, 1998 • Bogen Communications International Inc • Telephone & telegraph apparatus • New York
CREDIT AGREEMENT dated as of September 9, 2014 among PAR TECHNOLOGY CORPORATION, THE OTHER LOAN PARTIES PARTY HERETO and JPMORGAN CHASE BANK, N.A.
Credit Agreement • November 14th, 2014 • Par Technology Corp • Calculating & accounting machines (no electronic computers) • New York

CREDIT AGREEMENT dated as of September 9, 2014 (as it may be amended or modified from time to time, this “Agreement”), by and among PAR TECHNOLOGY CORPORATION, the other Loan Parties party hereto and JPMORGAN CHASE BANK, N.A.

AND
Balchem Corp • March 21st, 2007 • Chemicals & allied products
UNIT PURCHASE AGREEMENT
Unit Purchase Agreement • January 31st, 2014 • Actinium Pharmaceuticals, Inc. • Blank checks • New York

UNIT PURCHASE AGREEMENT (this “Agreement”) made as of the date set forth on the signature page hereof between Actinium Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the subscriber(s) identified on Exhibit A annexed hereto (the “Subscriber”).

Closed-End Funds Listed on Annex A New York, NY 10055
Blackrock Municipal Bond Investment Trust • June 16th, 2011 • New York

This letter constitutes the agreement (the "Agreement") between the BlackRock registered closed-end investment companies listed on Annex A (the "Funds"), and, solely for purposes of paragraphs 5, 6, 9 and 16 hereof, the BlackRock registered closed-end investment companies listed on Annex B, on the one hand, and Karpus Management, Inc. d/b/a Karpus Investment Management and its affiliates ("Karpus") and Special Opportunities Fund, Inc. and Opportunity Partners L.P. and their affiliates (collectively, the "Goldstein Funds"), on the other hand, with respect to the matters set forth below. Karpus and the Goldstein Funds are collectively referred to herein as the "Investors."

EXHIBIT 10.1 STOCK AND ASSET PURCHASE AGREEMENT
Stock and Asset Purchase Agreement • November 16th, 2005 • New York Regional Rail Corp • Railroads, line-haul operating • New York
At-the-Market Issuance Sales Agreement
Sales Agreement • March 24th, 2014 • Actinium Pharmaceuticals, Inc. • Blank checks • New York

Actinium Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”), with MLV & Co. LLC (“MLV”), as follows:

AGREEMENT AND PLAN OF SHARE EXCHANGE
Agreement and Plan of Share Exchange • May 13th, 2011 • VGTel, Inc. • Services-business services, nec • New York

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (hereinafter referred to as the “Agreement”), executed on February 24, 2011 (“Effective Date”) by and among VGTEL, INC. , a publicly-owned New York corporation, with a business address at 2 Ingrid Road, Setauket NY 11733 (“VGTL”), and VENTURE INDUSTRIES, INC., a Nevada corporation, with a business address at c/o Hiscock & Barclay, 7 Times Square 44th Floor, New York, New York 10036 (“VII”). VGTL and VII are sometimes hereinafter collectively referred to as the “P(p)arties” and individually as a “P(p)arty”.

AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 9, 2008, BY AND AMONG ACCESS PHARMACEUTICALS, INC., MACM ACQUISITION CORP. AND MACROCHEM CORPORATION
Agreement and Plan of Merger • August 14th, 2008 • Access Pharmaceuticals Inc • Pharmaceutical preparations • New York
PARTICIPATION AGREEMENT
Participation Agreement • August 18th, 2010 • New York
UNIT PURCHASE AGREEMENT BY AND AMONG CAMP NINE, INC. AND THE PURCHASERS PARTY HERETO June 10, 2014
Unit Purchase Agreement • June 16th, 2014 • Camp Nine, Inc. • Sporting & athletic goods, nec • New York

THIS UNIT PURCHASE AGREEMENT (the “Agreement”) is entered into on June 10, 2014 by and among Camp Nine, Inc., a Nevada corporation (the “Company”) and the purchasers identified on Exhibit A on the date hereof (which purchasers are hereinafter collectively referred to as the “Purchasers” and each individually as, a “Purchaser”).

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ARTICLE I DEFINITIONS
Liability Company Operating Agreement • February 8th, 2008 • Seaway Valley Capital Corp • Services-business services, nec • Delaware
UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF NEW YORK
Plea Agreement • August 2nd, 2004
STANDSTILL AGREEMENT
Standstill Agreement • September 29th, 2011 • DST Systems Inc • Services-computer processing & data preparation • New York

This Standstill Agreement (the “Agreement”) is made and entered into effective as of the 14th day of September 2011 by and between DST Systems, Inc. (“DST”) and Karpus Management, Inc. (d/b/a Karpus Investment Management), for and on behalf of itself and entities and accounts that it controls directly or indirectly, or with respect to which it exercises voting discretion, whether such entities or accounts now exist or are organized in the future, including any such entities and accounts holding shares that were reported in the Schedule 13D filed with respect to Liberty All-Star Growth Fund, Inc. (“Growth Fund”) by Karpus Investment Management, Inc. (collectively, “Karpus” and Karpus, together with DST, the “parties” and each, individually, a “party”).

Closed-End Funds Listed on Annex A New York, NY 10055
Blackrock Municipal Income Investment Quality Trust • June 16th, 2011 • New York

This letter constitutes the agreement (the "Agreement") between the BlackRock registered closed-end investment companies listed on Annex A (the "Funds"), and, solely for purposes of paragraphs 5, 6, 9 and 16 hereof, the BlackRock registered closed-end investment companies listed on Annex B, on the one hand, and Karpus Management, Inc. d/b/a Karpus Investment Management and its affiliates ("Karpus") and Special Opportunities Fund, Inc. and Opportunity Partners L.P. and their affiliates (collectively, the "Goldstein Funds"), on the other hand, with respect to the matters set forth below. Karpus and the Goldstein Funds are collectively referred to herein as the "Investors."

Closed-End Funds Listed on Annex A New York, NY 10055
Blackrock Muniholdings New York Quality Fund, Inc. • June 16th, 2011 • New York

This letter constitutes the agreement (the "Agreement") between the BlackRock registered closed-end investment companies listed on Annex A (the "Funds"), and, solely for purposes of paragraphs 5, 6, 9 and 16 hereof, the BlackRock registered closed-end investment companies listed on Annex B, on the one hand, and Karpus Management, Inc. d/b/a Karpus Investment Management and its affiliates ("Karpus") and Special Opportunities Fund, Inc. and Opportunity Partners L.P. and their affiliates (collectively, the "Goldstein Funds"), on the other hand, with respect to the matters set forth below. Karpus and the Goldstein Funds are collectively referred to herein as the "Investors."

THE BUFFALO LEGACY PROJECT, INC. MULROY PARK—PIERCE FIELD USE AND RENTAL AGREEMENT
August 18th, 2014
  • Filed
    August 18th, 2014

By signing below, the User agrees to the terms set forth above and the terms and conditions set forth on the following page(s). In addition, the User has read the Pierce Field Regulations and agrees to adhere to them. As the Responsible Party for the field rental, the person signing on behalf of the User will make all persons using the field(s) during the above times aware of the rules and regulations associated with the use of the field(s).

Closed-End Funds Listed on Annex A New York, NY 10055
Blackrock Pennsylvania Strategic Municipal Trust • June 16th, 2011 • New York

This letter constitutes the agreement (the "Agreement") between the BlackRock registered closed-end investment companies listed on Annex A (the "Funds"), and, solely for purposes of paragraphs 5, 6, 9 and 16 hereof, the BlackRock registered closed-end investment companies listed on Annex B, on the one hand, and Karpus Management, Inc. d/b/a Karpus Investment Management and its affiliates ("Karpus") and Special Opportunities Fund, Inc. and Opportunity Partners L.P. and their affiliates (collectively, the "Goldstein Funds"), on the other hand, with respect to the matters set forth below. Karpus and the Goldstein Funds are collectively referred to herein as the "Investors."

AGREEMENT AND PLAN OF MERGER DATED AS OF October 14, 2010 BY AND BETWEEN CHEMUNG FINANCIAL CORPORATION AND FORT ORANGE FINANCIAL CORP.
Agreement and Plan of Merger • October 20th, 2010 • Chemung Financial Corp • State commercial banks • New York
Second Amended and Restated Agreement of Limited Partnership of
Assignment and Assumption Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
STOCK PURCHASE AGREEMENT by and among M. S. KENNEDY CORP. THE PRINCIPAL STOCKHOLDERS, and THE MINORITY STOCKHOLDERS, and ANAREN, INC. Dated as of July 30, 2008
Stock Purchase Agreement • August 1st, 2008 • Anaren Inc • Radio & tv broadcasting & communications equipment • New York

THIS STOCK PURCHASE AGREEMENT (“Agreement”) is made and entered into as of July 30, 2008, by and among M. S. KENNEDY CORP., a New York corporation (“MSK”), the individuals and entities whose names appear on Schedule 1 hereto under the heading “Principal Stockholders” (collectively, the “Principal Stockholders”) and the individuals whose names appear on Schedule 1 hereto under the heading “Minority Stockholders” (each a “Minority Stockholder” and, together with the Principal Stockholders, each a “Seller” and, collectively, the “Sellers”) and Klaus O. Baasch, C.P.A, of Sirchia & Cuomo, LLP of East Syracuse, New York (as “Sellers’ Representative”), on the one hand, and Anaren, Inc., a New York corporation (“Buyer”), on the other hand.

CREDIT AGREEMENT by and among ULTRALIFE CORPORATION, McDOWELL RESEARCH CO., INC., REDBLACK COMMUNICATIONS, INC., AND STATIONARY POWER SERVICES, INC. and RBS BUSINESS CAPITAL, a division of RBS ASSET FINANCE, INC. DATED AS OF FEBRUARY 17, 2010
Credit Agreement • March 16th, 2010 • Ultralife Corp • Miscellaneous electrical machinery, equipment & supplies • New York

THIS CREDIT AGREEMENT, dated as of February 17, 2010, by and between ULTRALIFE CORPORATION, a Delaware corporation (“Ultralife”), McDOWELL RESEARCH CO., INC., a Delaware corporation (“McDowell”), REDBLACK COMMUNICATIONS, INC., a Maryland corporation (“RedBlack Communications”), and STATIONARY POWER SERVICES, INC., a Florida corporation (“Stationary Power Services”, and together with Ultralife, McDowell and RedBlack Communications, each individually a “Borrower” and collectively, the “Borrowers” as hereinafter further defined).

REPLACEMENT REIMBURSEMENT AGREEMENT -----------------------
Replacement Reimbursement Agreement • September 14th, 1999 • Plug Power Inc • Electrical industrial apparatus • New York
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