270 Legal [Sample Agreements]

Over 400 public record agreements and legal documents, with more on the way.

Archive for the ‘Securities’ Category

Subscription Agreement

By 270Legal • Jan 13th, 2008 • Category: 270 Legal Recent Posts, Securities, Subsription

SUBSCRIPTION AGREEMENT
This Subscription Agreement (this “Agreement”) is dated as of December 28, 2007, by and among Artificial Life, Inc., a Delaware corporation (the “Company”), and the Purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
RECITALS
WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section [...]


Securities Purchase Agreement

By 270Legal • Jan 9th, 2008 • Category: 270 Legal Recent Posts, Purchase Agreement, Securities

SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 2, 2007, by and among HANDHELD ENTERTAINMENT, INC., a Delaware corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
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(e) No Governmental Review. Each Buyer understands that no United States federal or state agency or [...]


Securities Purchase and Exchange Agreement

By 270Legal • Jan 9th, 2008 • Category: 270 Legal Recent Posts, Purchase Agreement, Securities

SECURITIES PURCHASE AND EXCHANGE AGREEMENT
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3.12 Placement Agent’s Fees. Except as set forth on Schedule 3.12, no brokerage or finder’s fee or commission are or will be payable to any Person with respect to the transactions contemplated by this Agreement based upon arrangements made by the Company or any of its affiliates. The Company agrees [...]


Registration Rights Agreement

By 270Legal • Jan 5th, 2008 • Category: 270 Legal Recent Posts, Securities

REGISTRATION RIGHTS AGREEMENT
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Section 2. Demand Registration.
2.1. (i) At any time on or after the date the Warrants shall be exercisable by [...]


Security and Pledge Agreement

By 270Legal • Jan 2nd, 2008 • Category: 270 Legal Recent Posts, Credit, Financing, Pledge, Securities

SECURITY AND PLEDGE AGREEMENT
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1. Definitions.
(a) Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement, and the following terms shall have the meanings set forth in the UCC (defined below): Accession, Account, Adverse Claim, As-Extracted Collateral, Chattel Paper, Commercial Tort Claim, Consumer [...]


Second Amended and Restated Shareholder Services Agreement

By 270Legal • Dec 5th, 2007 • Category: Securities, Stock

SECTION 5. INDEMNIFICATION AND LIMITATION OF LIABILITY

(a) In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties hereunder on the
part of FSSC [...]


Irrevocable Proxy

By 270Legal • Nov 17th, 2007 • Category: Proxy, Securities, Stock

IRREVOCABLE PROXY
1. PROXY. (a) The undersigned, Perry Sutaria, is the sole Manager of each of Rametra Holdings I, LLC (”Rametra Holdings”), P&K Holdings, LLC (”P&K Holdings”) and Rajs Holdings I, LLC (”Rajs Holdings” and, together with P&K [...]


Equity Incentive Plan

By 270Legal • Nov 14th, 2007 • Category: Employment Agreements, Securities, Stock

2003 Equity Incentive Plan
Adopted March 13, 2003
Approved By Shareholders March 24, 2003
1. Purposes.
(a) Eligible Stock Award Recipients. The persons eligible to receive Stock Awards are the Employees, Directors and Consultants of the Company and its Affiliates.
(b) Available Stock Awards. The purpose [...]


Subscription Agreement

By 270Legal • Aug 23rd, 2007 • Category: Securities

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6. Regulation D Offering/Legal Opinion. The offer and issuance of the Securities to the Subscribers is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D promulgated thereunder. On [...]


Investor Rights Agreement

By 270Legal • Aug 19th, 2007 • Category: Securities

IMATION CORP.
INVESTOR RIGHTS AGREEMENT
This INVESTOR RIGHTS AGREEMENT (this “Agreement“) is made as of July 31, 2007, by and between Imation Corp., a Delaware corporation (the “Company“), and TDK Corporation, a Japanese corporation (the “Investor“).
RECITALS
WHEREAS, the Investor and the Company are parties to an Acquisition Agreement, [...]


Form of Opinion (McGuire Woods)

By 270Legal • Aug 19th, 2007 • Category: Securities

FORM OF OPINION OF McGUIREWOODS LLP
[McGUIREWOODS LLP LETTERHEAD]
[ _____________________ , 2007]
Board of Directors
Hamilton Beach, Inc.
4421 Waterfront Drive
Glen Allen, Virginia 23060
Ladies and Gentlemen:
We have acted as counsel to Hamilton Beach, Inc. (the “Company”) in connection with the Registration Statement on Form S-1 (333-_________) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission, [...]