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Preview Full Doc	2003	Accommodation Agreement Accommodation Agreement (49K) Doc #388705: Click preview link for longer preview. ACCOMMODATION AGREEMENT Amcast Industrial Corporation ("Supplier"), General Motors Corporation ("GM" or "Customer"), the Lenders (defined below) through KeyBank National Association, as agent ("Agent"), Principal Life Insurance Company ("Principal") and The Northwestern Mutual Life Insurance Company ("Northwestern", or together with Principal, collectively, the "Noteholders") enter into this Accommodation Agreement (this "Agreement") on August 28, 2003 (the "Effective Date"). RECITALS A. Pursuant to various purchase orders and/or supply contracts issued by Customer and accepted by Supplier (the "Purchase Orders"), Supplier is obligated to manufacture and provide Customer with component parts as set forth in the Purchase Orders (the "Component Parts"). B. The Agent and certain other financial institutions (collectively, the "Lenders") provide substantially all of Supplier's working capital financing pursuant to various loan and security agreements and related documents (as may be amended from time to time, the "Loan Documents") between Supplier and the Lenders. Additionally, the Noteholders and Supplier are parties to the Note Agreements (as defined in the Restructuring Agreement) pursuant to which Supplier has certain Noteholder Obligations (as defined in the Restructuring Agreement). C. Supplier has requested that Customer, the Lenders and the Noteholders provide certain financial accommodations to Supplier to permit Supplier to continue its operations. {PAGE} D. Subject to the terms of this Agreement, the parties hereto have agreed to provide certain financial and other accommodations to each other. E. Customer, the Lenders and the Noteholders have requested that Supplier provide them with certain assurances and acknowledgments to induce Customer and the Lenders to provide the above-referenced financial and other accommodations. F. Customer acknowledges that the forbearance provided in the Restructuring Agreement (as later defined herein) constitutes satisfactory financing as required by the terms of this Agreement. WHEREFORE, based upon the foregoing recitals and for good and valuable consideration, the receipt and adequacy of which is acknowledged, the parties agree as follows: TERMS AND CONDITIONS Customer's Accommodations 1. Resourcing. Absent an Event of Default (as defined below), Customer will not resource programs currently on contract with Supplier (whether or not such programs are currently in production), which programs are produced at one or more of the "Accessed Facilities" (as defined below) until the earlier of (a) September 14, 2006; (b) the date on which the Lenders cease to provide financing to Supplier; (c) the date on which either the Lenders or Supplier materially breaches the terms of this Agreement; or (d) the date on which Supplier breaches any Purchase Order, the consequence of which would create a substantial likelihood of interrupting Customer's production at its assembly operations. Notwithstanding the foregoing, on and after January 1, 2005, 2 {PAGE} Customer shall have the right hereunder to resource Component Parts to the extent Supplier fails to demonstrate, to the reasonable satisfaction of Customer, that Supplier is competitive in terms of quality, service, technology, delivery and price. The foregoing limitation shall not prohibit Customer from taking action to prepare for resourcing, including, without limitation, entering into discussions, negotiations and agreements regarding the production of the Component Parts, nor shall the foregoing prohibit resourcing to which Supplier and Customer mutually agree. Supplier will fully cooperate and assist Customer in its resourcing preparations including, but not limited to, upon reasonable notice, permitting potential alternative suppliers to inspect tooling, and Supplier will fully cooperate in connection with any resourcing of Customer production. Notwithstanding the foregoing, this Section 1 does not apply to the following programs, which programs Customer shall be free to resource at any time in its discretion: (a) General Motors Europe Wheel Carrier program for the Epsilon program produced at Supplier's Richmond, Indiana facility; (b) the following programs produced at Supplier's Franklin, Indiana facility: (i) SAAB Steering Knuckle program for SAAB 9.3; (ii) General Motors Europe Steering Knuckle program for the Epsilon program; and (iii) SAAB Steering Knuckle program for SAAB 9.5; (c) the J-Car Wheel Part No. 9595065 produced at Supplier's Gas City, Indiana facility; and 388705	Thompson Hine Thompson Hine ( Legal ) As referenced in this Accommodation Agreement: Thompson Hine – this Section): 21 {PAGE} If given to Supplier: Amcast Industrial Corporation 7887 Washington Village Drive Dayton, Ohio 45459 Facsimile: (937) 291-7007 Attention: Byron O. Pond with a copy to: Thompson Hine LLP 3900 Key Center 127 Public Square Cleveland, Ohio 44114-1291 Facsimile: (216) 566-5800 Attention: Alan R. Lepene, Esq. If given to GM: General Motors Corporation Mail Code 480- _____________ dt 1011689 ; Amcast Amcast Industrial Corp. ( Commodities ) ; Keybank Keybank NA ( Money Center Banks ) As referenced in this Accommodation Agreement: KeyBank Na – 4 {SEQUENCE}5 {FILENAME}accomagrmnt.txt {DESCRIPTION}EXHIBIT 4.3 - ACCOMMODATION AGREEMENT {TEXT} ACCOMMODATION AGREEMENT Amcast Industrial Corporation ("Supplier"), General Motors Corporation ("GM" or "Customer"), the Lenders (defined below) through KeyBank Na tional Association, as agent ("Agent"), Principal Life Insurance Company ("Principal") and The Northwestern Mutual Life Insurance Company ("Northwestern", or together with Principal, collectively, the "Noteholders") enter into this Accommodation Agreement ( _____________ KeyBank Na – During the Pre-Restructure Period, the parties agree that Supplier's indebtedness owing to the Lenders pursuant to (i) the Credit Agreement dated as of August 14, 1997 among Supplier, KeyBank Na tional Association, as Agent, and the lenders party thereto, as amended, (ii) the Note Agreement dated as of November 1, 1995 between Supplier and Northwestern, as amended, (iii) the Note _____________ KeyBank Na – to: Honigman Miller Schwartz and Cohn LLP 2290 First National Building 660 Woodward Avenue Detroit, Michigan 48226 Facsimile: (313) 465-7597 Attention: Robert B. Weiss, Esq. If given to Lenders: KeyBank Na tional Association Mail Code: OH-01-27-0504 127 Public Square Cleveland, Ohio 44114-1306 Facsimile: (216) 689-8468 Attention: Dale E. Clayton 22 {PAGE} with a copy to: Porter _____________ KEYBANK NA – the following page] 25 {PAGE} [Signatures continued from the previous page] GENERAL MOTORS CORPORATION By: --------------------------------------- Its: ------------------------------ [Signatures continued on the following page] 26 {PAGE} [Signatures continued from the previous page] KEYBANK NA TIONAL ASSOCIATION As Agent for the Lenders By: ------------------------------------------ Its: --------------------------------- [Signatures continued on the following page] 27 {PAGE} [Signatures continued from the previous page] PRINCIPAL LIFE INSURANCE COMPANY By: ----------------------------------------------- Its: -------------------------------------- [Signatures _____________ dt 1049856 ;	Honigman Miller Honigman Miller Schwartz and Cohn ( Legal ) As referenced in this Accommodation Agreement: Honigman Miller – Motors Corporation Mail Code 480-206-116 30009 Van Dyke P.O. Box 9025 Warren, Michigan 48090-9025 Facsimile: (586) 575-1519 Attention: Mark W. Fischer with a copy to: Honigman Miller Schwartz and Cohn LLP 2290 First National Building 660 Woodward Avenue Detroit, Michigan 48226 Facsimile: (313) 465-7597 Attention: Robert B. Weiss, Esq. If given to Lenders: KeyBank National _____________ dt 1052349 ; Mayer Brown Mayer, Brown, Rowe & Maw ( Legal ) As referenced in this Accommodation Agreement: Mayer, Brown – 414) 665-7124 Attention: Mark Kishler with a copies to: Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, Wisconsin 50392-0800 Facsimile: (414) 665-7016 Attention: Karen Stevens Mayer, Brown , Rowe & Maw LLP 190 South LaSalle Street Chicago, Illinois 60603 Facsimile: (312) 706-8239 Attention: Lawrence K. Snider, Esq. If to Principal: Principal Life Insurance Company 801 Grand Avenue _____________ Mayer, Brown – Facsimile: (515) 248-2490 Attention: David S. Albright with copies to: Principal Life Insurance Company 801 Grand Avenue Des Moines, Iowa 50392-0800 Facsimile: (515) 248-0483 Attention: Chris Henderson Mayer, Brown , Rowe & Maw LLP 190 South LaSalle Street Chicago, Illinois 60603 Facsimile: (312) 706-8239 Attention: Lawrence K. Snider, Esq. 24. No Intended Third Party Beneficiary. The parties hereto acknowledge _____________ dt 1047573 ; Porter Wright Porter, Wright, Morris & Arthur ( Legal ) As referenced in this Accommodation Agreement: Porter Wright – KeyBank National Association Mail Code: OH-01-27-0504 127 Public Square Cleveland, Ohio 44114-1306 Facsimile: (216) 689-8468 Attention: Dale E. Clayton 22 {PAGE} with a copy to: Porter Wright Morris & Arthur LLP 925 Euclid Avenue Suite 1700 Cleveland, Ohio 44115-1483 Facsimile: (216) 443-9011 Attention: Philip E. Langer, Esq. If to the Noteholders: Northwestern Mutual Life Insurance Company _____________ dt 1012830
Preview Full Doc	2002	Agency Agreement Agency Agreement (133K) Doc #1416823: Click preview link for longer preview. AGENCY AGREEMENT ___________, 2002 Ryan, Beck & Co., LLC 220 South Orange Avenue Livingston, New Jersey 07039-5817 Dear Sirs: Metropolitan Financial Corp., a corporation formed under the laws of the State of Ohio (the "Company"), and Metropolitan Bank and Trust Company, an Ohio chartered savings and loan association (the "Bank") whose common stock is owned in its entirety by the Company (collectively the "Primary Parties"), hereby confirm, jointly and severally, their . . . 1416823	Thompson Hine Thompson Hine ( Legal ) As referenced in this Agency Agreement: Thompson Hine – marketing services will be paid concurrently with the issuance of the Common Stock subscribed for on the Closing Date. The closing (the "Closing") shall be held at the offices of Thompson Hine LLP, Cleveland, Ohio or at such other place as shall be mutually agreed upon by the Company and the Agent. At the Closing, the Company shall deliver to the _____________ Thompson Hine – reasonably request to enable them to pass upon those matters. (b) At the Closing Date, the Agent shall have received: (i) The opinion, dated as of the Closing Date, of Thompson Hine LLP and/or local counsel acceptable to the Agent, in form and substance satisfactory to the Agent and counsel for the Agent to the effect that: (A) the Company and _____________ Thompson Hine – of any applicable law, act, regulation, or to such counsel's knowledge, order or court order, writ, injunction or decree. The Agent's counsel may rely on the opinion of Thompson Hine LLP and/or local counsel for purposes of its own opinion (Thompson Hine LLP and/or local counsel shall expressly authorize such reliance). The opinion of Thompson Hine LLP may _____________ (Thompson Hine – or court order, writ, injunction or decree. The Agent's counsel may rely on the opinion of Thompson Hine LLP and/or local counsel for purposes of its own opinion (Thompson Hine LLP and/or local counsel shall expressly authorize such reliance). The opinion of Thompson Hine LLP may be limited to matters governed by the laws of the United States and _____________ Thompson Hine – opinion of Thompson Hine LLP and/or local counsel for purposes of its own opinion (Thompson Hine LLP and/or local counsel shall expressly authorize such reliance). The opinion of Thompson Hine LLP may be limited to matters governed by the laws of the United States and the corporate laws of the State of Ohio. In rendering such opinion, such counsel may _____________ dt 1505073 ;	Metropolitan Financial Metropolitan Financial Corp ( S&Ls/Savings Banks )
Preview Full Doc	2003	Agreement and Plan of Merger Agreement and Plan of Merger (211K) Doc #140561: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of September 15, 2003, is made and entered into by and among The Elder-Beerman Stores Corp., an Ohio corporation (the "Company"), The Bon-Ton Stores, Inc., a Pennsylvania corporation ("Parent"), and Elder Acquisition Corp., an Ohio corporation ("Sub"). WHEREAS, the Board of Directors of the Company has determined that it is advisable and in the best interest of the Company and its shareholders to consummate and has recommended approval by the shareholders of the Company of the business combination transaction provided for herein in which Sub would merge with and into the Company and the Company would become an indirect wholly owned subsidiary of Parent (the "Merger"); WHEREAS, the Boards of Directors of Parent and Sub have each determined that it is advisable and in the best interests of their respective companies and shareholders to consummate, and have approved, the Merger and this Agreement; WHEREAS, in furtherance of such business combination transaction and the Merger, Parent proposes to cause Sub to make a cash tender offer for all of the issued and outstanding shares of common stock, without par value, of the Company (the "Company Common Shares"), on the terms specified herein and the Board of Directors of the Company has approved the tender offer and recommended that it be accepted by the shareholders of the Company; and WHEREAS, Parent, Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Offer (as hereinafter defined) and the Merger and also to prescribe various conditions to the Offer and the Merger. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I THE OFFER Section 1.01 The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 9.01 hereof and so long as none of the events or circumstances set forth in Annex A hereto shall have occurred and be continuing and shall not have been waived by Parent (other than with respect to matters that by their terms are not required to be satisfied until expiration or consummation of the Offer), Sub shall, and Parent shall cause Sub to, as promptly as practicable commence (within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC") promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), but in no event later than fifth business day following the initial public announcement of the execution of this Agreement, an offer to purchase for cash (the "Offer") all of the issued {PAGE} and outstanding Company Common Shares at a price of $8.00 per Company Common Share, subject to any required withholding Taxes (as hereinafter defined) net to the seller in cash. For purposes of this Agreement, the term "Transaction Consideration" shall mean $8.00 per Company Common Share in cash or any higher price as shall be paid in respect of the Company Common Shares in the Offer. The obligations of Sub to commence the Offer and to accept for payment and to pay for any Company Common Shares tendered shall be subject to only the conditions set forth in Annex A hereto (any or all of which may, subject to the provisions hereof, be waived by Parent or Sub, subject to applicable law). The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer determined using Rule 14d-2 under the Exchange Act, unless this Agreement is terminated in accordance with Section 9.01, in which case the Offer (whether or not previously extended in accordance with the terms hereof) shall expire on such date of termination. Without the prior written consent of the Company, Sub shall not, and Parent shall cause Sub not to (i) decrease the Transaction Consideration, (ii) decrease the number of Company Common Shares to be purchased in the Offer, (iii) change the form of consideration payable in the Offer, (iv) add to or change the conditions to the Offer set forth in Annex A, (v) waive the Minimum Tender Condition (as defined in Annex A) or (vi) make any other change in the terms or conditions of the Offer in any manner materially adverse to the holders of Company Common Shares. Notwithstanding the foregoing, Sub may, without the consent of the Company, (i) extend the Offer in increments of not more than ten business days each, if at the then scheduled expiration date of the Offer any of the conditions to Sub's obligation to purchase Company Common Shares are not satisfied, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (iii) make available a subsequent offering period (within the meaning of Rule 14d-11 under the Exchange Act). Without limiting the right of Sub to extend the Offer, provided that this Agreement shall not have been terminated in accordance with Section 9.01 hereof, if the conditions set forth in Annex A are not satisfied or, to the extent permitted hereby, waived by Parent or Sub as of the date the Offer would otherwise have expired, then, except to the extent that such conditions are incapable of being satisfied, at the request of the Company, Sub will extend the Offer from time to time until the earlier of October 31, 2003 (the "Final Date") or the consummation of the Offer. Sub shall, and Parent shall cause Sub to, subject to the terms and conditions of the Offer, accept for payment Company Common Shares validly tendered and not withdrawn promptly after expiration of the Offer in compliance with Rule 14e-1(c) promulgated under the Exchange Act. (b) On the date the Offer is commenced, Parent and Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any amendments or supplements thereto, the "Offer Documents"). The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their being filed with the SEC. Each of Parent, Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or 140561	Thompson Hine Thompson Hine ( Legal ) As referenced in this Agreement and Plan of Merger: Thompson Hine – VIII, the closing of the Merger (the "Closing") will take place at the offices of Thompson Hine LLP, 2000 Courthouse Plaza, N.E., Dayton, Ohio 45402 at 10:00 a.m., local Thompson Hine – receipt of advice from reputable outside legal counsel experienced in such matters (including without limitation Thompson Hine LLP) that there is a reasonable basis to conclude that the failure to take any Thompson Hine – Directors, after being advised by reputable outside counsel experienced in such matters (including without limitation, Thompson Hine LLP), there is a reasonable basis to conclude that disclosure is required under applicable Law. Thompson Hine – receipt of advice from reputable outside legal counsel experienced in such matters, including without limitation Thompson Hine LLP) that there is a reasonable basis to conclude that the failure to take such Thompson Hine – Ohio 45439 Facsimile No.: (937) 296-4625 Attn: Steven C. Mason with a copy to: Thompson Hine LLP 2000 Courthouse Plaza, N.E. P.O. Box 8801 Dayton, Ohio 45401 Facsimile No.: ( dt 31748 ; Bon-Ton Stores, Inc. Bon-Ton Stores, Inc. ( Department & Discount ) As referenced in this Agreement and Plan of Merger: Bon-Ton Stores, Inc – of September 15, 2003, is made and entered into by and among The Elder-Beerman Stores Corp., an Ohio corporation (the "Company"), The Bon-Ton Stores, Inc ., a Pennsylvania corporation ("Parent"), and Elder Acquisition Corp., an Ohio corporation ("Sub"). WHEREAS, the Board of Directors of the Company has determined _____________ Bon-Ton Stores, Inc – parties will, unless another address is specified in writing, be sent to the address indicated below: If to Parent or Sub, to: The Bon-Ton Stores, Inc . 2801 East Market Street York, Pennsylvania 17405 Facsimile No.: (717) 751-3015 Attn: Tim Grumbacher with a copy to: Wolf, Block, Schorr _____________ BON-TON STORES, INC – first above written. THE ELDER-BEERMAN STORES CORP. By: /s/ Steven C. Mason -------------------------------- Name: Steven C. Mason Title: Chairman of the Board THE BON-TON STORES, INC . By: /s/ Tim Grumbacher -------------------------------- Name: Tim Grumbacher Title: Chairman of the Board and Chief Executive Officer ELDER ACQUISITION CORP. By: /s/ Tim _____________ dt 650938 ; Citibank Citibank, NA As referenced in this Agreement and Plan of Merger: Citibank, N.A. – secure obligations of the Company under the Amended and Restated Credit Agreement, dated as of July 9, 2002, by and among the Company, Citibank, N.A. , as issuer, Citicorp USA, Inc., as agent, Swing Loan Bank and the other lenders named therein (the "Company Credit Facility") (each of ( _____________ dt 145890 ;	Citicorp USA Citicorp USA, Inc. As referenced in this Agreement and Plan of Merger: Citicorp USA, Inc – under the Amended and Restated Credit Agreement, dated as of July 9, 2002, by and among the Company, Citibank, N.A., as issuer, Citicorp USA, Inc ., as agent, Swing Loan Bank and the other lenders named therein (the "Company Credit Facility") (each of (i), (ii) and (iii) being " _____________ dt 164978 ; RBC RBC Dain Rauscher Inc. ( Financial ) As referenced in this Agreement and Plan of Merger: RBC Dain Rauscher – Agreement, and (iii) recommending acceptance of the Offer and approval and adoption of the Agreement by the shareholders of the Company and (b) RBC Dain Rauscher Inc., a member company of RBC Capital Markets ("RBC"), (i) has delivered to the Company's Board of Directors its opinion, dated the _____________ dt 152340 ; More...
Preview Full Doc	2004	Agreement and Plan of Merger Agreement and Plan of Merger (167K) Doc #241857: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-2.1 {SEQUENCE}2 {FILENAME}l07377aexv2w1.txt {DESCRIPTION}EXHIBIT 2.1 {TEXT} {PAGE} Exhibit 2.1 ================================================================================ AGREEMENT AND PLAN OF MERGER BY AND AMONG NOVEON INTERNATIONAL, INC., THE LUBRIZOL CORPORATION AND LUBRIZOL ACQUISITION CORPORATION APRIL 15, 2004 ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page ---- {S} {C} ARTICLE I. DEFINITIONS...................................................................................1 Section 1.1 Definitions............................................................................1 Section 1.2 Terms Generally........................................................................7 ARTICLE II. THE MERGER....................................................................................8 Section 2.1 The Merger.............................................................................8 Section 2.2 Conversion of Securities...............................................................8 Section 2.3 Payment of Cash for Merger Shares......................................................9 Section 2.4 Treatment of Options..................................................................11 Section 2.5 Dissenting Company Stock..............................................................11 ARTICLE III. THE SURVIVING CORPORATION....................................................................12 Section 3.1 Articles of Incorporation.............................................................12 Section 3.2 Bylaws................................................................................12 Section 3.3 Directors and Officers................................................................12 ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE COMPANY................................................12 Section 4.1 Corporate Existence and Power.........................................................12 Section 4.2 Corporate Authorization...............................................................13 Section 4.3 Governmental Authorization............................................................14 Section 4.4 Non-Contravention.....................................................................14 Section 4.5 Capitalization........................................................................14 Section 4.6 Company Subsidiaries..................................................................15 Section 4.7 Reports and Financial Statements......................................................15 Section 4.8 Absence of Certain Changes or Events..................................................16 Section 4.9 Litigation............................................................................18 Section 4.10 Taxes.................................................................................18 Section 4.11 ERISA.................................................................................20 Section 4.12 Labor Matters.........................................................................22 Section 4.13 Compliance with Laws..................................................................22 Section 4.14 Finders' Fees.........................................................................23 Section 4.15 Environmental Matters.................................................................23 Section 4.16 Insurance.............................................................................24 Section 4.17 Contracts.............................................................................24 Section 4.18 Legal Matters.........................................................................26 Section 4.19 Intellectual Property.................................................................26 Section 4.20 Related Party Transactions............................................................27 Section 4.21 Real Property.........................................................................28 Section 4.22 No Other Information..................................................................28 ARTICLE V. REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB......................................29 Section 5.1 Corporate Existence and Power.........................................................29 {/TABLE} -i- {PAGE} {TABLE} {CAPTION} {S} {C} Section 5.2 Corporate Authorization...............................................................29 Section 5.3 Governmental Authorization............................................................29 Section 5.4 Non-Contravention.....................................................................30 Section 5.5 Finders' Fees.........................................................................30 Section 5.6 Adequate Funds........................................................................30 ARTICLE VI. COVENANTS OF THE COMPANY.....................................................................30 Section 6.1 Conduct of the Company and Subsidiaries...............................................30 Section 6.2 Other Actions by the Company..........................................................32 Section 6.3 Access to Information; Right of Inspection............................................32 Section 6.4 Other Potential Acquirers.............................................................33 Section 6.5 Resignation of Directors..............................................................34 Section 6.6 ISRA Filings..........................................................................34 Section 6.7 FIRPTA Certificate....................................................................34 ARTICLE VII. COVENANTS OF PARENT AND MERGER SUB...........................................................34 Section 7.1 Director and Officer Liability........................................................34 ARTICLE VIII. COVENANTS OF THE PARTIES.....................................................................35 Section 8.1 Reasonable Best Efforts...............................................................35 Section 8.2 Certain Filings.......................................................................36 Section 8.3 Public Announcements..................................................................37 Section 8.4 Further Assurances....................................................................37 Section 8.5 Notices of Certain Events.............................................................37 Section 8.6 Disposition of Litigation.............................................................38 Section 8.7 Employee Matters......................................................................38 Section 8.8 Confidentiality Agreement.............................................................39 ARTICLE IX. CONDITIONS TO THE MERGER.....................................................................39 Section 9.1 Conditions to the Obligations of Each Party...........................................39 Section 9.2 Conditions to the Obligations of Parent and Merger Sub................................40 Section 9.3 Conditions to the Obligations of the Company..........................................40 ARTICLE X. TERMINATION..................................................................................41 Section 10.1 Termination...........................................................................41 Section 10.2 Effect of Termination.................................................................42 ARTICLE XI. MISCELLANEOUS................................................................................42 Section 11.1 Notices...............................................................................42 Section 11.2 Survival of Representations and Warranties............................................43 Section 11.3 Amendments No Waivers.................................................................43 Section 11.4 Expenses..............................................................................43 Section 11.5 Transfer Taxes........................................................................43 Section 11.6 Successors and Assigns................................................................44 241857	Thompson Hine Thompson Hine ( Legal ) As referenced in this Agreement and Plan of Merger: Thompson Hine – W. Bauer Facsimile: 440-943-9063 with a copy (which shall not constitute notice) to: Thompson Hine LLP 3900 Key Center 127 Public Center Cleveland, Ohio 44114 Attention: James R. Carlson Facsimile: dt 68479 ; Lubrizol Lubrizol Corp. ( Chemical Manufacturing ) As referenced in this Agreement and Plan of Merger: NOVEON – 2.1 {TEXT} {PAGE} Exhibit 2.1 ================================================================================ AGREEMENT AND PLAN OF MERGER BY AND AMONG NOVEON INTERNATIONAL, INC., THE LUBRIZOL CORPORATION AND LUBRIZOL ACQUISITION CORPORATION APRIL 15, 2004 ================================================================================ {PAGE} TABLE OF LUBRIZOL – Exhibit 2.1 ================================================================================ AGREEMENT AND PLAN OF MERGER BY AND AMONG NOVEON INTERNATIONAL, INC., THE LUBRIZOL CORPORATION AND LUBRIZOL ACQUISITION CORPORATION APRIL 15, 2004 ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} LUBRIZOL – AGREEMENT AND PLAN OF MERGER BY AND AMONG NOVEON INTERNATIONAL, INC., THE LUBRIZOL CORPORATION AND LUBRIZOL ACQUISITION CORPORATION APRIL 15, 2004 ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page ---- {S} {C} Noveon – made and entered into as of this 15th day of April, 2004 by and among Noveon International, Inc., a Delaware corporation (the "COMPANY"), The Lubrizol Corporation, an Ohio corporation ("PARENT"), Lubrizol – of April, 2004 by and among Noveon International, Inc., a Delaware corporation (the "COMPANY"), The Lubrizol Corporation, an Ohio corporation ("PARENT"), and Lubrizol Acquisition Corporation, a Delaware corporation and direct dt 68007 ; PMD Group Hold. PMD Group Holdings Inc. As referenced in this Agreement and Plan of Merger: PMD Group Holdings, – and the Stockholders Agreement, dated November 28, 2000, between Noveon International, Inc. (formerly know as PMD Group Holdings, Inc.), PMD Investors I LLC, PMD Investors II LLC, DLJMB Funding III, Inc. and _____________ dt 85331 ;	PMD Group PMD Group Inc. As referenced in this Agreement and Plan of Merger: PMD Group, Inc. – kind in respect of such asset. "MANAGEMENT AND ADVISORY SERVICES AGREEMENTS" means the Amended and Restated Management Agreement dated as of June 26, 2001 by and between Noveon, Inc. (formerly PMD Group, Inc. ) and DLJ Merchant Banking Partners III, LP, the Management Agreement dated as of February 5, 2001 by and between Noveon, Inc. and MidOcean Capital/PMD Investors LLC -4- {PAGE} ( _____________ dt 1503205 ; DLJ Merchant DLJ Merchant Banking Partners IV LP ( Financial ) As referenced in this Agreement and Plan of Merger: DLJ Merchant Banking Partners – means the Amended and Restated Management Agreement dated as of June 26, 2001 by and between Noveon, Inc. (formerly PMD Group, Inc.) and DLJ Merchant Banking Partners III, LP, the Management Agreement dated as of February 5, 2001 by and between Noveon, Inc. and MidOcean Capital/PMD Investors LLC -4- { _____________ dt 116991 ; Fried Frank Fried, Frank, Harris, Shriver & Jacobson ( Legal ) As referenced in this Agreement and Plan of Merger: Fried, Frank – The closing of the Merger (the "CLOSING") shall take place (i) at the offices of Fried, Frank , Harris, Shriver & Jacobson LLP located at One New York Plaza, New York, New York, Fried, Frank – Facsimile: 216-447-5730 with a copy (which shall not constitute notice) to: -42- {PAGE} Fried, Frank , Harris, Shriver & Jacobson LLP One New York Plaza New York, New York 1004 Attention: dt 67697
Preview Full Doc	2004	Agreement and Plan of Merger Agreement and Plan of Merger (167K) Doc #250166: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER BY AND AMONG NOVEON INTERNATIONAL, INC., THE LUBRIZOL CORPORATION AND LUBRIZOL ACQUISITION CORPORATION APRIL 15, 2004 ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page ---- {S} {C} ARTICLE I. DEFINITIONS...................................................................................1 Section 1.1 Definitions............................................................................1 Section 1.2 Terms Generally........................................................................7 ARTICLE II. THE MERGER....................................................................................8 Section 2.1 The Merger.............................................................................8 Section 2.2 Conversion of Securities...............................................................8 Section 2.3 Payment of Cash for Merger Shares......................................................9 Section 2.4 Treatment of Options..................................................................11 Section 2.5 Dissenting Company Stock..............................................................11 ARTICLE III. THE SURVIVING CORPORATION....................................................................12 Section 3.1 Articles of Incorporation.............................................................12 Section 3.2 Bylaws................................................................................12 Section 3.3 Directors and Officers................................................................12 ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE COMPANY................................................12 Section 4.1 Corporate Existence and Power.........................................................12 Section 4.2 Corporate Authorization...............................................................13 Section 4.3 Governmental Authorization............................................................14 Section 4.4 Non-Contravention.....................................................................14 Section 4.5 Capitalization........................................................................14 Section 4.6 Company Subsidiaries..................................................................15 Section 4.7 Reports and Financial Statements......................................................15 Section 4.8 Absence of Certain Changes or Events..................................................16 Section 4.9 Litigation............................................................................18 Section 4.10 Taxes.................................................................................18 Section 4.11 ERISA.................................................................................20 Section 4.12 Labor Matters.........................................................................22 Section 4.13 Compliance with Laws..................................................................22 Section 4.14 Finders' Fees.........................................................................23 Section 4.15 Environmental Matters.................................................................23 Section 4.16 Insurance.............................................................................24 Section 4.17 Contracts.............................................................................24 Section 4.18 Legal Matters.........................................................................26 Section 4.19 Intellectual Property.................................................................26 Section 4.20 Related Party Transactions............................................................27 Section 4.21 Real Property.........................................................................28 Section 4.22 No Other Information..................................................................28 ARTICLE V. REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB......................................29 Section 5.1 Corporate Existence and Power.........................................................29 {/TABLE} -i- {PAGE} {TABLE} {CAPTION} {S} {C} Section 5.2 Corporate Authorization...............................................................29 Section 5.3 Governmental Authorization............................................................29 Section 5.4 Non-Contravention.....................................................................30 Section 5.5 Finders' Fees.........................................................................30 Section 5.6 Adequate Funds........................................................................30 ARTICLE VI. COVENANTS OF THE COMPANY.....................................................................30 Section 6.1 Conduct of the Company and Subsidiaries...............................................30 Section 6.2 Other Actions by the Company..........................................................32 Section 6.3 Access to Information; Right of Inspection............................................32 Section 6.4 Other Potential Acquirers.............................................................33 Section 6.5 Resignation of Directors..............................................................34 Section 6.6 ISRA Filings..........................................................................34 Section 6.7 FIRPTA Certificate....................................................................34 ARTICLE VII. COVENANTS OF PARENT AND MERGER SUB...........................................................34 Section 7.1 Director and Officer Liability........................................................34 ARTICLE VIII. COVENANTS OF THE PARTIES.....................................................................35 Section 8.1 Reasonable Best Efforts...............................................................35 Section 8.2 Certain Filings.......................................................................36 Section 8.3 Public Announcements..................................................................37 Section 8.4 Further Assurances....................................................................37 Section 8.5 Notices of Certain Events.............................................................37 Section 8.6 Disposition of Litigation.............................................................38 Section 8.7 Employee Matters......................................................................38 250166	Thompson Hine Thompson Hine ( Legal ) As referenced in this Agreement and Plan of Merger: Thompson Hine – Lakeland Boulevard Wickliffe, Ohio 44092-2298 Attention: Joseph W. Bauer Facsimile: 440-943-9063 with a copy (which shall not constitute notice) to: Thompson Hine LLP 3900 Key Center 127 Public Center Cleveland, Ohio 44114 Attention: James R. Carlson Facsimile: 216-566-5800 if to the Company, to: _____________ dt 95981 ; Lubrizol Lubrizol Corp. ( Chemical Manufacturing ) As referenced in this Agreement and Plan of Merger: NOVEON – txt {DESCRIPTION}EX-2.1 AGREEMENT AND PLAN OF MERGER {TEXT} {PAGE} Exhibit 2.1 ================================================================================ AGREEMENT AND PLAN OF MERGER BY AND AMONG NOVEON INTERNATIONAL, INC., THE LUBRIZOL CORPORATION AND LUBRIZOL ACQUISITION CORPORATION APRIL 15, 2004 ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page ---- {S} {C} ARTICLE I. _____________ LUBRIZOL – 1 AGREEMENT AND PLAN OF MERGER {TEXT} {PAGE} Exhibit 2.1 ================================================================================ AGREEMENT AND PLAN OF MERGER BY AND AMONG NOVEON INTERNATIONAL, INC., THE LUBRIZOL CORPORATION AND LUBRIZOL ACQUISITION CORPORATION APRIL 15, 2004 ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page ---- {S} {C} ARTICLE I. DEFINITIONS...................................................................................1 Section _____________ LUBRIZOL – PLAN OF MERGER {TEXT} {PAGE} Exhibit 2.1 ================================================================================ AGREEMENT AND PLAN OF MERGER BY AND AMONG NOVEON INTERNATIONAL, INC., THE LUBRIZOL CORPORATION AND LUBRIZOL ACQUISITION CORPORATION APRIL 15, 2004 ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page ---- {S} {C} ARTICLE I. DEFINITIONS...................................................................................1 Section 1.1 Definitions............................................................................ _____________ Noveon – AGREEMENT AND PLAN OF MERGER (this "AGREEMENT") is made and entered into as of this 15th day of April, 2004 by and among Noveon International, Inc., a Delaware corporation (the "COMPANY"), The Lubrizol Corporation, an Ohio corporation ("PARENT"), and Lubrizol Acquisition Corporation, a Delaware corporation and _____________ Lubrizol – and entered into as of this 15th day of April, 2004 by and among Noveon International, Inc., a Delaware corporation (the "COMPANY"), The Lubrizol Corporation, an Ohio corporation ("PARENT"), and Lubrizol Acquisition Corporation, a Delaware corporation and direct or indirect subsidiary of Parent ("MERGER SUB"). RECITALS -------- _____________ dt 94717 ; PMD Group Hold. PMD Group Holdings Inc. As referenced in this Agreement and Plan of Merger: PMD Group Holdings, – and the Stockholders Agreement, dated November 28, 2000, between Noveon International, Inc. (formerly know as PMD Group Holdings, Inc.), PMD Investors I LLC, PMD Investors II LLC, DLJMB Funding III, Inc. and _____________ dt 87207 ;	PMD Group PMD Group Inc. As referenced in this Agreement and Plan of Merger: PMD Group, Inc. – kind in respect of such asset. "MANAGEMENT AND ADVISORY SERVICES AGREEMENTS" means the Amended and Restated Management Agreement dated as of June 26, 2001 by and between Noveon, Inc. (formerly PMD Group, Inc. ) and DLJ Merchant Banking Partners III, LP, the Management Agreement dated as of February 5, 2001 by and between Noveon, Inc. and MidOcean Capital/PMD Investors LLC -4- {PAGE} ( _____________ dt 1503206 ; DLJ Merchant DLJ Merchant Banking Partners IV LP ( Financial ) As referenced in this Agreement and Plan of Merger: DLJ Merchant Banking Partners – means the Amended and Restated Management Agreement dated as of June 26, 2001 by and between Noveon, Inc. (formerly PMD Group, Inc.) and DLJ Merchant Banking Partners III, LP, the Management Agreement dated as of February 5, 2001 by and between Noveon, Inc. and MidOcean Capital/PMD Investors LLC -4- { _____________ dt 116992 ; Fried Frank Fried, Frank, Harris, Shriver & Jacobson ( Legal ) As referenced in this Agreement and Plan of Merger: Fried, Frank – The closing of the Merger (the "CLOSING") shall take place (i) at the offices of Fried, Frank , Harris, Shriver & Jacobson LLP located at One New York Plaza, New York, New York, _____________ Fried, Frank – Facsimile: 216-447-5730 with a copy (which shall not constitute notice) to: -42- {PAGE} Fried, Frank , Harris, Shriver & Jacobson LLP One New York Plaza New York, New York 1004 Attention: _____________ dt 87214
Preview Full Doc	2002	Agreement and Plan of Reorganization Agreement and Plan of Reorganization (188K) Doc #320704: Click preview link for longer preview. Agreement and Plan of Reorganization ================================================================================ THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made and --------- entered into as of January 28th, 2002 by and among PHARMACEUTICAL PRODUCT DEVELOPMENT, INC., a North Carolina corporation ("PPD"), SUBSIDIARY NO. 8, LLC, --- a Kentucky limited liability company and wholly-owned subsidiary of PPD (" . . . 320704	Thompson Hine Thompson Hine ( Legal ) As referenced in this Agreement and Plan of Reorganization: Thompson Hine – OH 45224 With a copy (which shall not constitute notice to MRL or Shareholders) in the case of either (b) or (c) to: Thompson Hine LLP 312 Walnut Street, 14/th/ Floor Cincinnati, OH 45202 Attention: Louis F. Solimine, Esq. --------- Facsimile No.: (513) 241-4771 Telephone No: (513) _____________ dt 631979 ;	PPD Pharmaceutical Product Development Inc. ( Commercial Physical & Biological Research ) As referenced in this Agreement and Plan of Reorganization: PHARMACEUTICAL PRODUCT DEVELOPMENT, INC – of Reorganization ================================================================================ THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made and --------- entered into as of January 28th, 2002 by and among PHARMACEUTICAL PRODUCT DEVELOPMENT, INC ., a North Carolina corporation ("PPD"), SUBSIDIARY NO. 8, LLC, --- a Kentucky limited liability company and wholly-owned subsidiary of PPD ("Subsidiary"), MEDICAL _____________ Pharmaceutical Product Development, Inc – such other address for a party as shall be specified by like notice): (a) PPD or Subsidiary. If to PPD or Subsidiary, to: ----------------- Pharmaceutical Product Development, Inc . 3151 17th Street Wilmington, North Carolina 28412 Attention: Fredric N. Eshelman, Chief Executive Officer --------- Judd Hartman, Esq., General Counsel Facsimile No.: (910) _____________ Pharmaceutical Product Development, Inc – be executed and delivered by themselves or their respective officers duly authorized, as applicable, all as of the date first written above. PPD: Pharmaceutical Product Development, Inc . --- By: /s/Fred B. Davenport, Jr. ------------------------- Name: Fred B. Davenport, Jr. Title: President SUBSIDIARY: Subsidiary No. 8, LLC ---------- By: /s/Fred B. _____________ dt 636760
Preview Full Doc	2005	Agreement and Plan of Merger Agreement and Plan of Merger (104K) Doc #425414: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER is dated as of April 29, 2005, and is by and among ELECTRIC CITY CORP., a Delaware corporation (ï¿½ELCï¿½), MPG ACQUISITION CORPORATION, a Delaware corporation (ï¿½Acquisitionï¿½), and MAXIMUM PERFORMANCE GROUP, INC., a Delaware corporation (ï¿½MPGï¿½). W I T N E S S E T H: WHEREAS, ELC desires to acquire MPG by means of a transaction which is described in Section 368 of the Internal Revenue Code of 1986, as amended and accorded tax-free treatment thereunder except to the . . . 425414	Thompson Hine Thompson Hine ( Legal ) As referenced in this Agreement and Plan of Merger: Thompson Hine – Attention: Andrew H. Connor, Esq. MPG Representative: Maximum Performance Group, Inc. 111-03 14th Avenue College Point, NY 11356 Attn: Leonard Pisano with a copy to: Derek D. Bork, Esq. Thompson Hine LLP 3900 Key Center 127 Public Square Cleveland, Ohio 44114 or to such other address as any party hereto may from time to time designate in accordance with this Section. _____________ dt 1505041 ;	Electric City Electric City Corp. ( Furniture & Fixtures ) As referenced in this Agreement and Plan of Merger: ELECTRIC CITY CORP. – AND PLAN OF MERGER Exhibit 10.2 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER is dated as of April 29, 2005, and is by and among ELECTRIC CITY CORP. , a Delaware corporation (ELC), MPG ACQUISITION CORPORATION, a Delaware corporation (Acquisition), and MAXIMUM PERFORMANCE GROUP, INC., a Delaware corporation (MPG). W I T N E S S E T _____________ ELECTRIC CITY CORP. – 1933, AS AMENDED. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, TRANSFERRED OR HYPOTHECATED OR OTHERWISE ASSIGNED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL, SATISFACTORY TO ELECTRIC CITY CORP. , THAT THERE IS AN AVAILABLE EXEMPTION FROM REGISTRATION. The legend set forth above shall be removed and ELC shall promptly issue a certificate without such legend to any Shareholder, _____________ Electric City Corp. – personal delivery or by recognized overnight delivery service, and shall be deemed to have been given or made when personally delivered, addressed as follows: 32 If to ELC or Acquisition: Electric City Corp. 1280 Landmeier Road Elk Grove Village, Illinois 60007 Attn: Jeffrey Mistarz, CFO with a copy to: Schwartz, Cooper, Greenberger & Krauss, Chtd. 180 North LaSalle, Suite 2700 Chicago, Illinois _____________ ELECTRIC CITY CORP. – WHEREOF, the parties have caused this Agreement And Plan of Merger to be duly executed by their duly authorized officers, all as of the day and year first above written. ELECTRIC CITY CORP. By: /s/ Jeffrey Mistarz Name: Jeffrey Mistarz Title: Chief Financial Officer & Treasurer MPG ACQUISITION CORPORATION By: /s/ Jeffrey Mistarz Name: Jeffrey Mistarz Title: Treasurer & Secretary MAXIMUM PERFORMANCE _____________ dt 1541002
Preview Full Doc	2000	Agreement and Plan of Merger Agreement and Plan of Merger (174K) Doc #2191655: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER by and between DAYTON SUPERIOR CORPORATION, an Ohio corporation and STONE ACQUISITION CORP., an Ohio corporation Dated: January 19, 2000 ================================================================================ TABLE OF CONTENTS . . . 2191655	Thompson Hine Thompson Hine ( Legal ) As referenced in this Agreement and Plan of Merger: Thompson, Hine – With a copy to: Cravath, Swaine & Moore Worldwide Plaza 825 Eighth Avenue New York, New York 10019 Attention: Peter S. Wilson, Esq. Facsimile: (212) 474-3700 and a copy to: Thompson, Hine & Flory LLP 2000 Couthouse Plaza N.E. P.O. Box 8801 Dayton, Ohio 45401 Attention: David Neuhardt, Esq. Facsimile: (937) 443-6635 If to Sub, addressed to: Stone Acquisition _____________ dt 1622057 ; Symons Corp Symons Corp ; Merrill Lynch Merrill Lynch & Co., Inc. ( Investment Services ) As referenced in this Agreement and Plan of Merger: Merrill Lynch & Co – to the extent such matters are covered in SECTIONS 4.15 (Employee Plans), 4.16 (Tax Matters) and 4.18 (Compliance with Environmental Laws). 4.14 NO BROKERS. Other than Merrill Lynch & Co . and Robert W. Baird & Co., the arrangements with which have been disclosed in writing to Sub prior to the date hereof, none of the Company, its Subsidiaries or any _____________ Merrill Lynch & Co – g) True and correct copies of the Environmental Reports have been made available to Sub. 4.19 OPINION OF FINANCIAL ADVISORS. The Company has received the opinion of each of Merrill Lynch & Co . and Robert W. Baird & Co., dated the date of this Agreement, to the effect that, as of such date, the consideration to be received in the Merger by the _____________ dt 1614414 ;	Cravath Cravath, Swaine & Moore LLP ( Legal ) As referenced in this Agreement and Plan of Merger: Cravath, Swaine – If to the Company, addressed to: Dayton Superior Corporation 7777 Washington Village Drive, Suite 130 Dayton, Ohio 45459 Attention: President Facsimile: (937) 428-9115 42 {PAGE} With a copy to: Cravath, Swaine & Moore Worldwide Plaza 825 Eighth Avenue New York, New York 10019 Attention: Peter S. Wilson, Esq. Facsimile: (212) 474-3700 and a copy to: Thompson, Hine & Flory LLP 2000 _____________ dt 1644979 ; Latham & Watkins Latham & Watkins ( Legal ) As referenced in this Agreement and Plan of Merger: Latham & Watkins – TIME"). 2.3 CLOSING. Upon the terms and subject to the conditions of this Agreement, the closing of the Merger (the "CLOSING") shall take place (a) at the offices of Latham & Watkins , 885 Third Avenue, New York, New York at 10:00 a.m., local time, on the first business day immediately following the day on which the last to be _____________ Latham & Watkins – to: Stone Acquisition Corp. c/o Odyssey Investment Partners, LLC 280 Park Avenue, 38th Floor New York, NY 10017 Attention: Bill Hopkins Facsimile: (212) 351-7925 With a copy to: Latham & Watkins 885 Third Avenue Suite 1000 New York, NY 10022 Attention: Richard Trobman, Esq. Facsimile: (212) 751-4864 or to such other place and with such other copies as either _____________ dt 1642636
Preview Full Doc	2006	Agreement and Plan of Merger Agreement and Plan of Merger (218K) Doc #2592486: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER dated as of September 13, 2006 by and among FAIRPOINT COMMUNICATIONS, INC., MJD VENTURES, INC., FAIRPOINT GERMANTOWN CORPORATION, AND THE GERMANTOWN INDEPENDENT TELEPHONE COMPANY Table of Contents ARTICLE I 1 1.01 The Merger 1 1.02 Closing 1 1.03 Effective Time 2 1.04 Articles of Incorporation and Code of Regulations of the Surviving Corporation 2 1.05 Directors and Officers of . . . 2592486	Thompson Hine Thompson Hine ( Legal ) As referenced in this Agreement and Plan of Merger: Thompson Hine – 37 Surviving Corporation 1 Surviving Corporation Common Shares 3 Tax 13 Tax Exempt Use Property 15 Tax Returns 13 Taxes 13 Telecom Act 9 Termination Anniversary 51 Termination Fee 51 Thompson Hine 1 Threshold Amount 55 TRA 19 USERRA 19 Vincent AP 51 vi AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of September _____________ Thompson Hine – subject to the satisfaction or waiver (where applicable) of the conditions set forth in Article VII, the closing of the Merger (the Closing) will take place at the offices of Thompson Hine LLP (Thompson Hine), 2000 Courthouse Plaza, N.E., Dayton, Ohio 45402 at 10:00 a.m., local time, on the first business day of the month beginning at least ten ( _____________ (Thompson Hine) – satisfaction or waiver (where applicable) of the conditions set forth in Article VII, the closing of the Merger (the Closing) will take place at the offices of Thompson Hine LLP (Thompson Hine) , 2000 Courthouse Plaza, N.E., Dayton, Ohio 45402 at 10:00 a.m., local time, on the first business day of the month beginning at least ten (10) days _____________ Thompson Hine) – of any person making an Alternative 35 Proposal (Disinterested Directors), determines in good faith (after receipt of advice from reputable outside legal counsel experienced in such matters (including without limitation Thompson Hine) that there is a reasonable basis to conclude that the failure to take any action that would otherwise be prohibited by any such restriction would result in a breach _____________ Thompson Hine) – the Companys shareholders if, in the good faith judgment of a majority of the Disinterested Directors, after being advised by reputable outside counsel experienced in such matters (including without limitation, Thompson Hine) , there is a reasonable basis to conclude that disclosure is required under applicable Law. The Company will promptly notify Parent after receipt of a proposal relating to any Alternative _____________ dt 1622065 ; Fairpoint Communications Fairpoint Communications Inc ( Communications Services ) ;	Katten Muchin Katten Muchin Zavis Rosenman ( Legal ) As referenced in this Agreement and Plan of Merger: Katten Muchin – Parent or Sub, to: FairPoint Communications, Inc. 521 East Morehead Street, Suite 250 Charlotte, NC 28202 Facsimile No.: 704.344.8121 Attn: Walter E. Leach, Jr. with a copy to: Katten Muchin Rosenman, LLP 401 S. Tryon Street, Suite 2600 Charlotte, NC 28202 Facsimile No.: 704.344.3051 Attn: Russell M. Black, Esq. and a copy to: FairPoint Communications, Inc. 521 _____________ dt 1662491
Preview Full Doc	2006	Agreement and Plan of Merger Agreement and Plan of Merger (98K) Doc #2672872: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER OF DAYTON SUPERIOR DELAWARE CORPORATION, A DELAWARE CORPORATION, AND DAYTON SUPERIOR CORPORATION, AN OHIO CORPORATION THIS AGREEMENT AND PLAN OF MERGER dated as of December 11, 2006 (the ï¿½Agreementï¿½) is between Dayton Superior Delaware Corporation, a Delaware corporation (ï¿½Dayton Superior-Delawareï¿½), and Dayton Superior Corporation, an Ohio corporation (ï¿½Dayton Superior-Ohioï¿½). Dayton Superior-Delaware and Dayton Superior-Ohio are sometimes referred to herein as the ï¿½Constituent Corporations.ï¿½ . . . 2672872	Thompson Hine Thompson Hine ( Legal ) As referenced in this Agreement and Plan of Merger: Thompson Hine – of Certificates. (a) After the Effective Time, each holder of an outstanding certificate representing Dayton Superior-Ohio Common Shares may, at such stockholders option, surrender the same for cancellation to Thompson Hine LLP as exchange agent (the Exchange Agent), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the _____________ dt 1678780 ;	Dayton Superior Dayton Superior Corp ( Supplies & Fixtures )
Preview Full Doc	2006	Asset and Share Purchase Agreement Asset and Share Purchase Agreement (148K) Doc #972848: Click preview link for longer preview. Asset and Share Purchase Agreement dated February 28, 2006 regarding the acquisition of the shares in HAPA AG and the LAETUS security business and related SSC items Bird & Bird Pacellistr 14 80333 Munich Tel.+49 89 3581 6000 Fax. +49 89 3581 6011 BIRD & BIRD 2/58 ASPA G.D. S.p.A. between 1. Romaco International B.V., Amsterdam, Veerdijk 40 E, 1531MS . . . 972848	Thompson Hine Thompson Hine ( Legal ) As referenced in this Asset and Share Purchase Agreement: Thompson Hine – Kettering Tower Dayton, OH 45423 Fax: +1-937-225-3314 Attention: Kevin J. Brown, Vice President and Chief Financial Officer of Robbins & Myers, Inc. with a copy to Thompson Hine LLP 2000 Courthouse Plaza N.E. P.O. Box 8801 Dayton, OH 45401-8801 Fax: +1-937-443-6635 Attention: Joseph M, Rigot, Esq. If to Purchaser, to: G. _____________ dt 1505048 ;	Milbank Tweed Milbank, Tweed, Hadley & McCloy ( Legal ) As referenced in this Asset and Share Purchase Agreement: Milbank, Tweed – date as agreed between Sellers’ Parent Company and Purchaser (the “Closing Date). 11. Closing 11.1 On the Closing Date, the Parties shall meet at the offices of Milbank, Tweed , Hadley & McCloy LLP, Munich at 10:00 a.m. CET, or at such other location or time as mutually agreed upon by the Parties and shall carry out _____________ dt 1487255
Preview Full Doc	2003	Asset Purchase Agreement Asset Purchase Agreement (139K) Doc #130844: Click preview link for longer preview. ASSET PURCHASE AGREEMENT BY AND AMONG DUALSTAR TECHNOLOGIES CORPORATION, PARACOMM INC., AND MADELEINE, L.L.C., PCM ACQUISITIONS CORP. -------------------------------------------------------------------------------- DATED AS OF JULY 9, 2003 -------------------------------------------------------------------------------- {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} PAGE {S} {C} ARTICLE I DEFINITIONS.............................................................................................1 ARTICLE II PURCHASE AND SALE OF ASSETS............................................................................1 Section 2.1 Description of Assets........................................................................1 --------------------- Section 2.2 Preservation of Books and Records............................................................3 --------------------------------- Section 2.3 Assumed Liabilities..........................................................................4 ------------------- Section 2.4 Intentionally Omitted........................................................................4 --------------------- Section 2.5 Liabilities Not Assumed......................................................................4 ----------------------- ARTICLE III PURCHASE PRICE........................................................................................4 Section 3.1 Purchase Price...............................................................................4 -------------- Section 3.2 Determination of Pre-Closing Adjustments to Purchase Price...................................5 ---------------------------------------------------------- Section 3.3 Cash Collections.............................................................................5 ---------------- Section 3.4 Prorations...................................................................................5 ---------- Section 3.5 Purchase Price Allocation....................................................................6 ------------------------- Section 3.6 Post-Closing Audit...........................................................................6 ------------------ Section 3.7 Post-Closing Purchase Price Adjustment.......................................................7 -------------------------------------- Section 3.8 Final Purchase Price.........................................................................8 -------------------- ARTICLE IV Closing................................................................................................8 Section 4.1 Closing......................................................................................8 ------- Section 4.2 Deliveries by Seller and the Seller's Parent.................................................8 -------------------------------------------- Section 4.3 Deliveries by Buyer and Buyer's Parent.......................................................9 -------------------------------------- {PAGE} ARTICLE V Representations And Warranties.........................................................................10 Section 5.1 Representations of Buyer and Buyer's Parent.................................................10 ------------------------------------------- Section 5.2 Representations of Seller and Seller's Parent...............................................11 --------------------------------------------- ARTICLE VI Covenants.............................................................................................22 Section 6.1 Covenants Regarding Seller's Conduct of the Business Pending the Closing....................22 ------------------------------------------------------------------------ Section 6.2 No Other Negotiations.......................................................................23 --------------------- Section 6.3 Additional Covenants........................................................................24 -------------------- Section 6.4 Announcements...............................................................................24 ------------- Section 6.5 Access to Records...........................................................................25 ----------------- Section 6.6 Transition of Clients.......................................................................25 --------------------- Section 6.7 Environmental Audit.........................................................................25 ------------------- Section 6.8 Sales and Transfer Taxes....................................................................25 ------------------------ ARTICLE VII Conditions Precedent To Obligations Of Seller And The parent.........................................26 Section 7.1 Conditions to Obligations of Seller.........................................................26 ----------------------------------- ARTICLE VIII Conditions Precedent To Obligations Of Buyer........................................................26 Section 8.1 Conditions to Obligations of Buyer..........................................................26 ---------------------------------- Section 8.2 No Remaining Outstanding Debt of Seller.....................................................27 --------------------------------------- Section 8.3 Operation of the Business...................................................................27 ------------------------- Section 8.4 Consents....................................................................................27 -------- Section 8.5 Opinion of Counsel of Seller................................................................28 ---------------------------- Section 8.6 Fairness Opinion............................................................................28 ---------------- Section 8.7 Preliminary Adjustment Report...............................................................28 ----------------------------- ARTICLE IX Indemnification.......................................................................................28 Section 9.1 Survival of Representations, Warranties and Agreement.......................................28 ----------------------------------------------------- {PAGE} Section 9.2 Indemnification.............................................................................28 --------------- Section 9.3 Limitations on Indemnification..............................................................29 ------------------------------ Section 9.4 Certain Tax Matters.........................................................................30 ------------------- Section 9.5 Procedure for Indemnification with Respect to Third Party Claims............................30 ---------------------------------------------------------------- Section 9.6 Set Off and Recoupment......................................................................31 ---------------------- ARTICLE X Termination, Amendment And Waiver......................................................................31 Section 10.1 Termination.................................................................................31 ----------- Section 10.2 Results of Termination......................................................................32 ---------------------- Section 10.3 Amendment...................................................................................32 --------- ARTICLE XI Miscellaneous.........................................................................................32 Section 11.1 Non-Competitions; Non-Disclosure; Non-Solicitation..........................................32 -------------------------------------------------- Section 11.2 Expenses....................................................................................33 -------- Section 11.3 Notices.....................................................................................33 ------- Section 11.4 Specific Performance........................................................................34 -------------------- Section 11.5 Third Party Beneficiaries...................................................................34 ------------------------- Section 11.6 Entire Agreement............................................................................34 ---------------- Section 11.7 Binding Effect, Benefits, Assignments.......................................................34 ------------------------------------- Section 11.8 Applicable Law..............................................................................35 -------------- Section 11.9 Jurisdiction................................................................................35 ------------ Section 11.10 Severability.............................................................................35 ------------ Section 11.11 Bulk Sales...............................................................................35 ---------- Section 11.12 Further Assurances.......................................................................35 ------------------ Section 11.13 Counterparts.............................................................................35 ------------ Section 11.14 Headings.................................................................................35 -------- {/TABLE} {PAGE} Exhibits -------- A Bill of Sale, Assumption and Assignment Agreement B Waiver C Opinion of counsel to Seller and Seller's Parent Schedules 2.1(a)(i) Material Contracts 2.1(a)(ii) Unbilled Services 2.1(a)(iii) Permits 2.1(a)(v) Personal Property 2.1(a)(vii) Real Property Leases 2.1(a)(viii) Personal Property Leases 2.1(a)(ix) Intellectual Property 2.1(a)(x) Miscellaneous Assets 2.1(a)(xi) Causes of Action 2.1(b)(ii) Excluded Real Estate Assets 2.3 Assumed Liabilities 3.5 Purchase Price Allocation 5.2(b) Consents 5.2(e) Material Changes 5.2(f) Liabilities 5.2(j) Intellectual Property 5.2(k) Litigation 5.2(n) Transactions with Affiliates 5.2(x) Vendors, Suppliers, Subscribers and Customers {PAGE} 5.2(y) Land Use 5.2(z)(i) Rights of Entry 5.2(z)(ii) Subscribers 5.2(bb) Indebtedness Annex I: Index of Defined Terms ------- {PAGE} ASSET PURCHASE AGREEMENT THIS AGREEMENT dated as of July 9, 2003, by and among Madeleine, L.L.C., a New York limited liability company ("Buyer's Parent"), PCM Acquisitions Corp., a Delaware Corporation and wholly-owned subsidiary of Buyer's Parent ("Buyer"), ParaComm Inc., a Delaware corporation ("Seller"), and DualStar Technologies Corporation, a Delaware corporation and sole shareholder of Seller ("Seller's Parent"). R E C I T A L S: - - - - - - - - WHEREAS, Seller is engaged in the business of providing subscription television and cable services from various locations (the "Locations") in Florida (hereinafter referred to as the "Business"); WHEREAS, Seller's Parent has issued to Buyer's Parent that certain Second Amended and Restated Promissory Note (the "Old Note"), dated as of December 1, 1999, in the principal amount of $12,500,000; and WHEREAS, Buyer desires to purchase and Seller desires to sell substantially all of the operating assets used in the Business, upon the terms and subject to the conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the premises and the mutual promises herein contained, the parties hereto agree as follows: ARTICLE I DEFINITIONS The defined terms in this Agreement are referenced in Annex I. All definitions are to be equally applicable to the singular, plural, masculine, feminine and neuter forms of the terms herein defined. ARTICLE II PURCHASE AND SALE OF ASSETS Section 2.1 Description of Assets. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereinafter defined), Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase, acquire and take assignment and delivery from Seller, of all right, title and interest of Seller, free and clear of all liens, claims and encumbrances of any nature ("Liens"), other than any Lien held by Buyer's Parent, in and to all of the assets, properties, rights (contractual or otherwise) and business of Seller that are owned by Seller and are used in connection with the Business other than the Excluded Assets (as hereinafter defined), including, without limitation, those set forth below (collectively, the "Assets"): {PAGE} (i) all contracts (including, without limitation, contracts for the provision of cable services or Right of Entry Agreements), rights of way, agreements, contract rights, license agreements, customer contracts, supplier agreements and other franchise rights and agreements, purchase and sales orders, quotations and executory commitments, instruments, guarantees, indemnifications, arrangements and understandings, whether oral or written, to which Seller is a party (whether or not legally bound thereby) and used in conducting the Business (other than insurance policies) (the "Contracts") as listed on Schedule 2.1(a)(i); (ii) all unbilled services and work in process relating to or arising out of the operation of the Business, all of which are listed on Schedule 2.1(a)(ii); (iii) all franchises, licenses, permits, consents, authorizations, approvals and certificates of any regulatory, administrative or other governmental agency or body used in conducting the Business (to the extent the same are transferable) (the "Permits") including, without limitation, the Permits listed on Schedule 2.1(a)(iii), such Schedule to include all Permits that are material to the Business; (iv) All books of account, customer lists, client lists, employee lists, files, papers, records and telephone numbers used in conducting the Business; (v) all inventory, machinery, equipment, tooling, parts, furniture, supplies, vehicles, receivables, office furniture and equipment (the "Personal Property"), including the Personal Property listed on Schedule 2.1(a)(v), such Schedule to include all Personal Property that is used to operate the Business; (vi) all of the right, title and interest of Seller in the benefits of all insurance covering the loss of or damage to the Assets or the Business; (vii) the leases of Real Property listed on Schedule 2.1(a)(vii) (the "Real Property Leases"), along with all appurtenant rights, easements and privileges appertaining or relating thereto and construction in progress, if any, and leasehold improvements relating to the Real Property subject to such lease; (viii) all leases of equipment or other tangible Personal Property used in conducting the Business (collectively, the "Personal Property Leases") including, without limitation, the Personal Property Leases listed on Schedule 2.l(a)(viii), such Schedule to include all of the Personal Property Leases that are material to the Business; (ix) all patents, inventions, trade secrets, processes, proprietary rights, proprietary knowledge, computer software, trademarks, names, service marks, trade names, copyrights, symbols, logos, franchises and permits related thereto that are used in conducting the Business and all applications therefor, registrations thereof and licenses, sublicenses or agreements in respect thereof, which Seller owns or has the right to use or to which Seller is a party and all filings, registrations or issuances of any of the foregoing with or by any federal, state, local or foreign regulatory, administrative or 130844	Thompson Hine Thompson Hine ( Legal ) As referenced in this Asset Purchase Agreement: Thompson Hine, – Plains NY 10606 Attn: Gregory Cuneo with a copy (which shall not constitute notice) to: Thompson Hine, LLP One Chase Manhattan Plaza, 58th Floor New York, New York 10005 Attention: Bernard dt 31747 ; DualStar DualStar Technologies Corp. ( Construction ) As referenced in this Asset Purchase Agreement: DUALSTAR TECHNOLOGIES – txt {DESCRIPTION}ASSET PURCHASE AGREEMENT {TEXT} {PAGE} EXECUTION COPY ASSET PURCHASE AGREEMENT BY AND AMONG DUALSTAR TECHNOLOGIES CORPORATION, PARACOMM INC., AND MADELEINE, L.L.C., PCM ACQUISITIONS CORP. -------------------------------------------------------------------------------- DATED AS OF JULY DualStar Technologies – wholly-owned subsidiary of Buyer's Parent ("Buyer"), ParaComm Inc., a Delaware corporation ("Seller"), and DualStar Technologies Corporation, a Delaware corporation and sole shareholder of Seller ("Seller's Parent"). R E C DualStar Technologies – Esq. -32- {PAGE} (b) If to Seller or to Seller's Parent to: c/o DualStar Technologies Corporation 50 Main Street, 15th Floor White Plains NY 10606 Attn: Gregory Cuneo with a DUALSTAR TECHNOLOGIES – L.L.C. By: ________________________________ Name: Title: SELLER: ------ PARACOMM INC. By: ________________________________ Name: Title: PARENT: ------ DUALSTAR TECHNOLOGIES CORPORATION By: ________________________________ Name: Title: -36- {PAGE} ANNEX I INDEX OF DEFINED TERMS Arbitration Accountants dt 31087 ; Schulte Roth Schulte Roth & Zabel LLP ( Legal ) As referenced in this Asset Purchase Agreement: Schulte Roth – which is 60 days after the date hereof (the "Termination Date") at the offices of Schulte Roth & Zabel LLP, 919 Third Avenue, New York, NY 10022, or at such other place Schulte Roth – York 10022 Attention: Mark A. Neporent with a copy (which shall not constitute notice) to: Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 Attention: Stuart Freedman, Esq. - dt 33508 ;	Paracomm Inc.; Madeleine, L.L.C., PCM Acquisitions Corp.
Preview Full Doc	2004	Asset Purchase Agreement Asset Purchase Agreement (213K) Doc #402388: Click preview link for longer preview. ASSET PURCHASE AGREEMENT BY AND AMONG PRESSTEK, INC., SILVER ACQUISITIONS CORP., PARAGON CORPORATE HOLDINGS, INC., A.B. DICK COMPANY, INTERACTIVE MEDIA GROUP, INC. AND A.B. DICK COMPANY OF CANADA, LTD. DATED AS OF JULY 13, 2004 {PAGE} ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "AGREEMENT") is entered into as of July 13, 2004, by and among Presstek, Inc., a Delaware corporation ("PLATINUM"), Silver Acquisitions Corp., a Delaware corporation ("Purchaser"), Paragon Corporate Holdings, Inc., a Delaware corporation ("PARENT"), A.B. Dick Company, a Delaware corporation and a wholly-owned subsidiary of Parent ("SELLER"), A.B. Dick Company of Canada, Ltd., a Canada corporation and wholly-owned subsidiary of Seller ("CANADA SUB") and Interactive Media Group, Inc., an Ohio corporation and a wholly-owned subsidiary of Parent ("IMG" and together with Canada Sub and Seller, the "Sellers"). Platinum, Purchaser, Parent and the Sellers may be referred to herein individually as a "PARTY" or collectively as the "PARTIES." RECITALS WHEREAS, Seller expects to file, pursuant to the terms of this Agreement, in the United States Bankruptcy Court for the District of Delaware (the "BANKRUPTCY COURT"), a petition in bankruptcy under Chapter 11 of the Bankruptcy Code (as hereinafter defined); WHEREAS, the Sellers currently wish to sell, transfer, convey, assign and deliver to Purchaser, in accordance with Sections 363 and 365 and the other applicable provisions of the Bankruptcy Code, all of the Assets (as hereinafter defined), together with the Assumed Liabilities (as hereinafter defined), of Seller upon the terms and subject to the conditions set forth in this Agreement; WHEREAS, Purchaser wishes to purchase and take delivery of such Assets and Assumed Liabilities upon such terms and subject to such conditions; and WHEREAS, the Parties expect that the Assets will be sold pursuant to a Sale Order (as hereinafter defined) of the Bankruptcy Court approving such sale under Section 363 of the Bankruptcy Code and such Sale Order will include the assumption and assignment of certain executory contracts, unexpired leases and liabilities thereunder under Section 365 of the Bankruptcy Code and the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows: 1. DEFINITIONS AND USAGE OF CERTAIN TERMS 1.1 Definitions. For purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1.1: "ACCOUNTS RECEIVABLE" means (i) all trade accounts receivable and other rights to payment from customers of Seller or its Subsidiaries and the full benefit of all security for such accounts or rights to payment, including all trade accounts receivable representing amounts receivable in respect of goods shipped or products sold or services rendered to customers of Seller or its Subsidiaries, and (ii) all other accounts or notes receivable of Seller or its Subsidiaries and the full benefit of all security for such accounts or notes, and (iii) any claim, remedy or other right related to any of the foregoing. "AFFILIATE" means with respect to any Person, any Person which directly or indirectly, Controls, is Controlled by, or is under common Control with, such Person. {PAGE} "ANCILLARY AGREEMENTS" means either of or both the "Seller Ancillary Agreements" and the "Platinum Ancillary Agreements" as the context requires. "BANKRUPTCY ACTION" means the occurrence of any of the following events with respect to any Seller: (i) the appointment of a receiver, trustee or liquidator for all or a substantial part of its assets; (ii) the making of a general assignment for the benefit of creditors; (iii) the filing of any petition or commencement of any proceeding for any relief under any bankruptcy or insolvency laws, or any laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, compositions, or extensions; or (iv) the filing against it of any petition or the commencement of any proceeding against it for any relief under any bankruptcy or insolvency laws, or any laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, compositions or extensions. "BANKRUPTCY CODE" means the United States Bankruptcy Code, 11 U.S.C. Section 101, et seq., as amended, or any successor thereto, and any rules and regulations promulgated thereunder. "BANKRUPTCY COURT" has the meaning set forth in the preface above. "BANKRUPTCY RULES" means the Federal Rules of Bankruptcy Procedure, as amended, or any successor rules. "BREACH" means any breach of, or any inaccuracy in, any representation or warranty or any breach of, or failure to perform or comply with, any covenant or obligation, in or of this Agreement or any other Contract, or any event which with the passing of time or the giving of notice, or both, would constitute such a breach, inaccuracy or failure. "BUSINESS" means the business conducted by the Sellers on the date hereof. "BUSINESS DAY" means any day other than (i) Saturday or Sunday or (ii) any other day on which banks in New York, New York are permitted or required to be closed. "CASH EQUIVALENTS" means (i) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by an agency thereof and backed by the full faith and credit of the United States, in each case maturing within one (1) year after the date of acquisition thereof; (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one (1) year after the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor's Corporation or Moody's Investors Service, Inc. (or, if at any time neither Standard & Poor's Corporation nor Moody's Investors Service, Inc. shall be rating such obligations, then from such other nationally recognized rating services reasonably acceptable to the DIP Lenders) and not listed in Credit Watch published by Standard & Poor's Corporation; (iii) commercial paper, other than commercial paper issued by the Seller or its Subsidiaries, maturing no more than ninety (90) days after the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 or P-1 from either Standard & Poor's Corporation or Moody's Investors Service, Inc. (or, if at any time neither Standard & Poor's Corporation nor Moody's Investors Service, Inc. shall be rating such obligations, then the highest rating; from such other nationally recognized rating services reasonably acceptable to the DIP Lenders); (iv) domestic and Eurodollar certificates of deposit or time deposits or bankers' acceptances maturing within ninety (90) days after the date of acquisition thereof issued by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia or Canada having combined capital and surplus of not less than $500,000,000; (v) repurchase obligations of the type referred to in clauses (i) through (iv) above; and (vi) money market 2 {PAGE} and mutual funds substantially all of whose assets are comprised of securities of the types described in clauses (i) through (v) above and cash. "CHAPTER 11 CASE" means the voluntary case which will be commenced by Seller under Chapter 11 of the Bankruptcy Code pursuant to this agreement and the Bankruptcy Court. "CLOSING DATE" means the date on which the Closing actually takes place. "CODE" means the Internal Revenue Code of 1986, as amended. "COMPETING BID" has the meaning set forth in Section 8.3(c) hereof. "COMPETING BIDDER" has the meaning set forth in Section 8.3(c) hereof. "CONFIDENTIAL INFORMATION" means any and all of the following information of Seller or its Subsidiaries, Parent, Purchaser or Platinum that has been or may hereafter be disclosed in any form, whether in writing, orally, electronically, or otherwise, or otherwise made available by observation, inspection or otherwise by either party (Purchaser and Platinum on the one hand 402388	Thompson Hine Thompson Hine ( Legal ) As referenced in this Asset Purchase Agreement: Thompson Hine – Boston, Massachusetts 02109 and Stephen B. Selbst, McDermott Will & Emery LLP, 50 Rockefeller Plaza, New York, New York 10020 and (iv) counsel for KeyBank N.A., Alan R. Lepene, Esq., Thompson Hine LLP, 3900 Key Center, 127 Public Square, Cleveland, Ohio 44114-1291. (b) If Seller does not receive any Qualifying Bids by the Bid Deadline, counsel for Seller shall report the _____________ dt 1505040 ; Presstek Presstek, Inc. ( Capital Goods ) As referenced in this Asset Purchase Agreement: PRESSTEK, INC – {DOCUMENT} {TYPE}EX-2.1 {SEQUENCE}2 {FILENAME}exh2-1_12794.txt {DESCRIPTION}ASSET PURCHASE AGREEMENT {TEXT} EXHIBIT 2.1 ----------- EXECUTION VERSION ASSET PURCHASE AGREEMENT BY AND AMONG PRESSTEK, INC ., SILVER ACQUISITIONS CORP., PARAGON CORPORATE HOLDINGS, INC., A.B. DICK COMPANY, INTERACTIVE MEDIA GROUP, INC. AND A.B. DICK COMPANY OF CANADA, LTD. DATED AS OF JULY 13, 2004 { _____________ Presstek, Inc – OF CANADA, LTD. DATED AS OF JULY 13, 2004 {PAGE} ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "AGREEMENT") is entered into as of July 13, 2004, by and among Presstek, Inc ., a Delaware corporation ("PLATINUM"), Silver Acquisitions Corp., a Delaware corporation ("Purchaser"), Paragon Corporate Holdings, Inc., a Delaware corporation ("PARENT"), A.B. Dick Company, a Delaware corporation and a wholly- _____________ Presstek, Inc – given upon actual delivery or, if mailed by registered or certified mail, on the third business day following deposit in the mails, addressed as follows: If to Platinum or Purchaser: Presstek, Inc . 55 Executive Dr. Hudson, NH 03051 Attention: President Phone: (603) 595-7000 with a copy to: McDermott, Will & Emery 28 State Street Boston, MA 02109 Attention: John J. Egan _____________ PRESSTEK, INC – any Ancillary Agreements delivered pursuant hereto. [Signature Page Follows] 54 {PAGE} IN WITNESS WHEREOF, the Parties hereto have executed this Asset Purchase Agreement as of the date first above written. PRESSTEK, INC . By: /s/ Edward J. Marino -------------------------------------- Name: Edward J. Marino Title: President and Chief Executive Officer SILVER ACQUISITIONS CORP. By: /s/ Moosa E. Moosa -------------------------------------- Name: Moosa E. Moosa Title: Vice _____________ dt 1477419 ;	Keybank Keybank NA ( Money Center Banks ) As referenced in this Asset Purchase Agreement: KeyBank, N.A. – the ownership of voting securities, by Contract or otherwise. "DIP FINANCING" means that certain $7,000,000 senior secured loan facility dated July 13, 2004 between Seller as borrower and KeyBank, N.A. as agent for the DIP Lenders. "DIP LENDERS" means KeyBank, N.A. and Platinum. "EFFECTIVE TIME" means 11:59 p.m. on the Closing Date. "ENCUMBRANCE" means any charge, _____________ KeyBank, N.A. – that certain $7,000,000 senior secured loan facility dated July 13, 2004 between Seller as borrower and KeyBank, N.A. as agent for the DIP Lenders. "DIP LENDERS" means KeyBank, N.A. and Platinum. "EFFECTIVE TIME" means 11:59 p.m. on the Closing Date. "ENCUMBRANCE" means any charge, claim, community property interest, condition, equitable interest, lien, option, pledge, security interest, _____________ KeyBank N.A. – McDermott Will & Emery LLP, 28 South Street, Boston, Massachusetts 02109 and Stephen B. Selbst, McDermott Will & Emery LLP, 50 Rockefeller Plaza, New York, New York 10020 and (iv) counsel for KeyBank N.A. , Alan R. Lepene, Esq., Thompson Hine LLP, 3900 Key Center, 127 Public Square, Cleveland, Ohio 44114-1291. (b) If Seller does not receive any Qualifying Bids by the Bid _____________ KeyBank, N.A. – at such other place, date and time as may be designated in writing by the Seller. The Auction shall be governed by the following procedures: (a) only Seller, representatives of KeyBank, N.A. , representatives of the Creditors' Committee, if any, and any Qualifying Bidders (and the professionals for each of the foregoing) shall be entitled to attend and be heard at the _____________ dt 1367289 ; McDermott Will McDermott, Will & Emery ( Legal ) As referenced in this Asset Purchase Agreement: McDermott Will – Canada Sub shall be paid directly to those entities. 2.7 Closing. The closing of the transactions contemplated by this Agreement (the "CLOSING") shall take place at the offices of McDermott Will & Emery LLP in Boston, Massachusetts commencing at 9:00 a.m. local time on the Monday following the satisfaction or waiver of all conditions to the obligations of the _____________ McDermott Will – expiration of the Bid Deadline, BFCA shall promptly provide copies of all bids received to (i) Seller's Delaware counsel, (ii) Purchaser's Delaware counsel, (iii) John J. Egan, III McDermott Will & Emery LLP, 28 South Street, Boston, Massachusetts 02109 and Stephen B. Selbst, McDermott Will & Emery LLP, 50 Rockefeller Plaza, New York, New York 10020 and (iv) counsel for KeyBank _____________ McDermott Will – to (i) Seller's Delaware counsel, (ii) Purchaser's Delaware counsel, (iii) John J. Egan, III McDermott Will & Emery LLP, 28 South Street, Boston, Massachusetts 02109 and Stephen B. Selbst, McDermott Will & Emery LLP, 50 Rockefeller Plaza, New York, New York 10020 and (iv) counsel for KeyBank N.A., Alan R. Lepene, Esq., Thompson Hine LLP, 3900 Key Center, 127 Public _____________ McDermott, Will – deposit in the mails, addressed as follows: If to Platinum or Purchaser: Presstek, Inc. 55 Executive Dr. Hudson, NH 03051 Attention: President Phone: (603) 595-7000 with a copy to: McDermott, Will & Emery 28 State Street Boston, MA 02109 Attention: John J. Egan III, P.C. Phone: (617) 535-4000 If to Parent or any Seller: c/o A.B. Dick _____________ dt 1436011
Preview Full Doc	2005	Asset Purchase Agreement Asset Purchase Agreement (62K) Doc #1000830: Click preview link for longer preview. Exhibit 10.24 EXHIBIT 10.24 ASSET PURCHASE AGREEMENT BY AND AMONG POLYONE CORPORATION, PVC CONTAINER CORPORATION AND NOVATEC PLASTICS CORPORATION, INC. DATED AS OF MAY 13, 2005 TABLE OF CONTENTS 1. Agreement to Sell and Purchase 2 2. Purchase Price 2 3. Retained Liabilities 4 . . . 1000830	Thompson Hine Thompson Hine ( Legal ) As referenced in this Asset Purchase Agreement: Thompson Hine – Avon Lake, Ohio 44012 Attention: John L. Rastetter, Treasurer With a Copy to: PolyOne Corporation 33587 Walker Road Avon Lake, Ohio 44012 Attention: Wendy C. Shiba, Chief Legal Officer And: Thompson Hine LLP 3900 Key Center 127 Public Square Cleveland, Ohio 44114 Attention: April V. Boise, Esq. If to Seller: Novatec Plastics Corporation, Inc. 2 Industrial Way West Eatontown, NJ 07724 Attention: _____________ dt 1505054 ; PolyOne PolyOne Corp. ( Plastic & Rubber ) As referenced in this Asset Purchase Agreement: POLYONE – Exhibit 10.24 EXHIBIT 10.24 ASSET PURCHASE AGREEMENT BY AND AMONG POLYONE CORPORATION, PVC CONTAINER CORPORATION AND NOVATEC PLASTICS CORPORATION, INC. DATED AS OF MAY 13, 2005 TABLE OF CONTENTS 1. Agreement to Sell and Purchase 2 2. Purchase Price 2 3. _____________ POLYONE – d) Certain Key Employees -ii- Execution Version ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of the 13th day of May, 2005, by and among POLYONE CORPORATION, an Ohio corporation (“Purchaser”), PVC CONTAINER CORPORATION, a Delaware corporation (“Parent”), and NOVATEC PLASTICS CORPORATION, INC., a Delaware corporation (“Seller”). RECITALS WHEREAS, Seller _____________ PolyOne – given, if delivered in person or by a nationally-recognized overnight delivery service, or telegraphed, telexed or mailed by certified or registered mail, postage prepaid, as follows: If to Purchaser: PolyOne Corporation 33587 Walker Road Avon Lake, Ohio 44012 Attention: John L. Rastetter, Treasurer With a Copy to: PolyOne Corporation 33587 Walker Road Avon Lake, Ohio 44012 Attention: Wendy C. Shiba, _____________ PolyOne – by certified or registered mail, postage prepaid, as follows: If to Purchaser: PolyOne Corporation 33587 Walker Road Avon Lake, Ohio 44012 Attention: John L. Rastetter, Treasurer With a Copy to: PolyOne Corporation 33587 Walker Road Avon Lake, Ohio 44012 Attention: Wendy C. Shiba, Chief Legal Officer And: Thompson Hine LLP 3900 Key Center 127 Public Square Cleveland, Ohio 44114 Attention: April _____________ POLYONE – the parties have caused this Agreement to be executed and delivered by their duly authorized officers as of the day and year first written above. PURCHASER: PARENT: PVC CONTAINER CORP. POLYONE CORPORATION By: /s/ Thomas A. Waltermire By: /s/ William J. Bergen Name: Thomas A. Waltermire Name: William J. Bergen Title: President, Chief Executive Officer Title: President and CEO SELLER: NOVATEC _____________ dt 1317897 ;	PVC Container PVC Container Corp. ( Containers & Packaging ) As referenced in this Asset Purchase Agreement: PVC CONTAINER – Exhibit 10.24 EXHIBIT 10.24 ASSET PURCHASE AGREEMENT BY AND AMONG POLYONE CORPORATION, PVC CONTAINER CORPORATION AND NOVATEC PLASTICS CORPORATION, INC. DATED AS OF MAY 13, 2005 TABLE OF CONTENTS 1. Agreement to Sell and Purchase 2 2. Purchase Price 2 3. Retained Liabilities 4 _____________ PVC CONTAINER – PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of the 13th day of May, 2005, by and among POLYONE CORPORATION, an Ohio corporation (“Purchaser”), PVC CONTAINER CORPORATION, a Delaware corporation (“Parent”), and NOVATEC PLASTICS CORPORATION, INC., a Delaware corporation (“Seller”). RECITALS WHEREAS, Seller is a wholly-owned subsidiary of Parent and is _____________ PVC Container – Square Cleveland, Ohio 44114 Attention: April V. Boise, Esq. If to Seller: Novatec Plastics Corporation, Inc. 2 Industrial Way West Eatontown, NJ 07724 Attention: _____________ -18- With a Copy to: PVC Container Corp. 2 Industrial Way West Eatontown, NJ 07724 Attention: William J. Bergen, President and CEO And: Jones Day North Point 901 Lakeside Avenue Cleveland, OH 44114 Attention: Joseph D. Hatina, _____________ PVC CONTAINER – IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized officers as of the day and year first written above. PURCHASER: PARENT: PVC CONTAINER CORP. POLYONE CORPORATION By: /s/ Thomas A. Waltermire By: /s/ William J. Bergen Name: Thomas A. Waltermire Name: William J. Bergen Title: President, Chief Executive Officer Title: President and CEO _____________ dt 1423234
Preview Full Doc	2000	Asset Purchase Agreement Asset Purchase Agreement (196K) Doc #1461652: Click preview link for longer preview. ASSET PURCHASE AGREEMENT AMONG DICK BROADCASTING COMPANY, INC. OF TENNESSEE, DICK BROADCASTING COMPANY, INC. OF ALABAMA, DICK BROADCASTING COMPANY, INC. OF NASHVILLE, DICK RADIO ALABAMA, INC., DFT REALTY, DFT REALTY II, LLC, CERTAIN SPECIFIED INDIVIDUALS AND . . . 1461652	Thompson Hine Thompson Hine ( Legal ) As referenced in this Asset Purchase Agreement: Thompson Hine – a copy to: Egerton, McAfee, Armistead & Davis, P.C. 507 S. Gay Street Suite 500 Knoxville, TN 37902 Attn: William W. Davis, Esq. Fax: (865) 525-5293 And to: Thompson Hine & Flory LLP 1920 N Street, NW Suite 800 1920 N Street, NW Washington, D.C. 20036 Attn: Barry A. Friedman, Esq. Fax: (202) 331-8330 or such other _____________ dt 1505074 ; Citadel Communications Citadel Communications Corp ( Broadcasting & Cable TV ) ;	Eckert Seamans Eckert Seamans Cherin & Mellott ( Legal ) As referenced in this Asset Purchase Agreement: Eckert Seamans – pursuant to the Escrow Agreement; (ii) instruments, in form and substance reasonably satisfactory to Sellers and their counsel, pursuant to which Citadel assumes the Assumed Obligations; (iii) the opinion of Eckert Seamans Cherin & Mellott, LLC as provided in Section 12.1; (iv) the officer's certificate of Citadel as provided in Section 12.2; (v) the good standing certificate and _____________ Eckert Seamans – Citadel: Citadel Broadcasting Company City Center West 7201 West Lake Mead Blvd. Suite 400 Las Vegas, NV 89128 Attn: Donna L. Heffner Fax: (702) 804-5936 With a copy to: Eckert Seamans Cherin & Mellott, LLC 600 Grant Street 44th Floor Pittsburgh, Pennsylvania 15219 Attn: Gregory A. Weingart, Esq. Fax: (412) 566-6099 To Sellers or Dick Broadcasting Company, Inc. of _____________ dt 1414086
Preview Full Doc	2002	Asset Purchase Agreement Asset Purchase Agreement (81K) Doc #1464245: Click preview link for longer preview. ASSET PURCHASE AGREEMENT BY AND AMONG KTCY LICENSING, INC. AND SPANISH BROADCASTING SYSTEM, INC. ("SELLERS") AND ENTRAVISION - TEXAS LIMITED PARTNERSHIP ("BUYER") <PAGE> ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE . . . 1464245	Thompson Hine Thompson Hine ( Legal ) As referenced in this Asset Purchase Agreement: Thompson Hine – Corporation 2425 Olympic Boulevard, Suite 6000 West Santa Monica, California 90404 Telephone: 310-447-3870 Facsimile: 310-447-3899 Attention: Michael G. Rowles, Senior Vice President and General Counsel AND: Thompson Hine LLP 1920 N Street, N.W., Suite 800 Washington, D.C. 20036 Telephone: 202-331-8800 Facsimile: 202-331-8330 Attention: Barry Friedman, Esq. IF TO SELLER: Spanish Broadcasting System, _____________ dt 1678761 ; Alarcon Holdings Alarcon Holdings Inc ( Broadcasting & Cable TV ) ;	Union Bank of CA Union Bank of California, NA ( Financial ) As referenced in this Asset Purchase Agreement: Union Bank of California, N – Purchase Price"), as adjusted in accordance with Article XVI below, to be delivered by Buyer as follows: (a) Upon execution of the definitive agreement, Buyer will deposit in escrow with Union Bank of California, N .A., of Los Angeles, California ("Union Bank"), the sum of ONE MILLION SEVEN HUNDRED FIFTY THOUSAND and 00/100 Dollars ($1,750,000.00) (the "Deposit"), to be held _____________ dt 1689521 ; Kaye Scholer Kaye Scholer ( Legal ) As referenced in this Asset Purchase Agreement: Kaye Scholer – South Bayshore Drive Coconut Grove, Florida 33133 Telephone: 305-441-6901 Facsimile: 305-441-7861 Attention: Raul Alarcon, Jr., Chairman, Chief Executive Officer and President WITH A REQUIRED COPY TO: Kaye Scholer , LLP The McPherson Building 901 Fifteenth Street, N.W. Washington, D.C. 20005 Telephone: 202-682-3500 Facsimile: 202-682-3580 Attention: Jason Shrinsky, Esq. Any party may change _____________ dt 1665799
Preview Full Doc	2002	Asset Purchase Agreement Asset Purchase Agreement (81K) Doc #1466125: Click preview link for longer preview. ASSET PURCHASE AGREEMENT BY AND AMONG KTCY LICENSING, INC. AND SPANISH BROADCASTING SYSTEM, INC. ("SELLERS") AND ENTRAVISION - TEXAS LIMITED PARTNERSHIP ("BUYER") <PAGE> ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE . . . 1466125	Thompson Hine Thompson Hine ( Legal ) As referenced in this Asset Purchase Agreement: Thompson Hine – Corporation 2425 Olympic Boulevard, Suite 6000 West Santa Monica, California 90404 Telephone: 310-447-3870 Facsimile: 310-447-3899 Attention: Michael G. Rowles, Senior Vice President and General Counsel AND: Thompson Hine LLP 1920 N Street, N.W., Suite 800 Washington, D.C. 20036 Telephone: 202-331-8800 Facsimile: 202-331-8330 Attention: Barry Friedman, Esq. IF TO SELLER: Spanish Broadcasting System, _____________ dt 1678762 ; Spanish Broadcasting System of San Antonio Spanish Broadcasting System of San Antonio Inc ( Broadcasting & Cable TV ) ;	Union Bank of CA Union Bank of California, NA ( Financial ) As referenced in this Asset Purchase Agreement: Union Bank of California, N – Purchase Price"), as adjusted in accordance with Article XVI below, to be delivered by Buyer as follows: (a) Upon execution of the definitive agreement, Buyer will deposit in escrow with Union Bank of California, N .A., of Los Angeles, California ("Union Bank"), the sum of ONE MILLION SEVEN HUNDRED FIFTY THOUSAND and 00/100 Dollars ($1,750,000.00) (the "Deposit"), to be held _____________ dt 1689522 ; Kaye Scholer Kaye Scholer ( Legal ) As referenced in this Asset Purchase Agreement: Kaye Scholer – South Bayshore Drive Coconut Grove, Florida 33133 Telephone: 305-441-6901 Facsimile: 305-441-7861 Attention: Raul Alarcon, Jr., Chairman, Chief Executive Officer and President WITH A REQUIRED COPY TO: Kaye Scholer , LLP The McPherson Building 901 Fifteenth Street, N.W. Washington, D.C. 20005 Telephone: 202-682-3500 Facsimile: 202-682-3580 Attention: Jason Shrinsky, Esq. Any party may change _____________ dt 1665807
Preview Full Doc	2002	Asset Purchase Agreement Asset Purchase Agreement (81K) Doc #1466220: Click preview link for longer preview. ASSET PURCHASE AGREEMENT BY AND AMONG KTCY LICENSING, INC. AND SPANISH BROADCASTING SYSTEM, INC. ("SELLERS") AND ENTRAVISION - TEXAS LIMITED PARTNERSHIP ("BUYER") <PAGE> ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE . . . 1466220	Thompson Hine Thompson Hine ( Legal ) As referenced in this Asset Purchase Agreement: Thompson Hine – Corporation 2425 Olympic Boulevard, Suite 6000 West Santa Monica, California 90404 Telephone: 310-447-3870 Facsimile: 310-447-3899 Attention: Michael G. Rowles, Senior Vice President and General Counsel AND: Thompson Hine LLP 1920 N Street, N.W., Suite 800 Washington, D.C. 20036 Telephone: 202-331-8800 Facsimile: 202-331-8330 Attention: Barry Friedman, Esq. IF TO SELLER: Spanish Broadcasting System, _____________ dt 1678763 ; Spanish Broadcasting System of Puerto Rico Spanish Broadcasting System of Puerto Rico Inc /DE/ ( Broadcasting & Cable TV ) ;	Union Bank of CA Union Bank of California, NA ( Financial ) As referenced in this Asset Purchase Agreement: Union Bank of California, N – Purchase Price"), as adjusted in accordance with Article XVI below, to be delivered by Buyer as follows: (a) Upon execution of the definitive agreement, Buyer will deposit in escrow with Union Bank of California, N .A., of Los Angeles, California ("Union Bank"), the sum of ONE MILLION SEVEN HUNDRED FIFTY THOUSAND and 00/100 Dollars ($1,750,000.00) (the "Deposit"), to be held _____________ dt 1689523 ; Kaye Scholer Kaye Scholer ( Legal ) As referenced in this Asset Purchase Agreement: Kaye Scholer – South Bayshore Drive Coconut Grove, Florida 33133 Telephone: 305-441-6901 Facsimile: 305-441-7861 Attention: Raul Alarcon, Jr., Chairman, Chief Executive Officer and President WITH A REQUIRED COPY TO: Kaye Scholer , LLP The McPherson Building 901 Fifteenth Street, N.W. Washington, D.C. 20005 Telephone: 202-682-3500 Facsimile: 202-682-3580 Attention: Jason Shrinsky, Esq. Any party may change _____________ dt 1665815
Preview Full Doc	2002	Asset Purchase Agreement Asset Purchase Agreement (81K) Doc #1466307: Click preview link for longer preview. ASSET PURCHASE AGREEMENT BY AND AMONG KTCY LICENSING, INC. AND SPANISH BROADCASTING SYSTEM, INC. ("SELLERS") AND ENTRAVISION - TEXAS LIMITED PARTNERSHIP ("BUYER") <PAGE> ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE . . . 1466307	Thompson Hine Thompson Hine ( Legal ) As referenced in this Asset Purchase Agreement: Thompson Hine – Corporation 2425 Olympic Boulevard, Suite 6000 West Santa Monica, California 90404 Telephone: 310-447-3870 Facsimile: 310-447-3899 Attention: Michael G. Rowles, Senior Vice President and General Counsel AND: Thompson Hine LLP 1920 N Street, N.W., Suite 800 Washington, D.C. 20036 Telephone: 202-331-8800 Facsimile: 202-331-8330 Attention: Barry Friedman, Esq. IF TO SELLER: Spanish Broadcasting System, _____________ dt 1678764 ; Spanish Broadcasting System of Illinois Spanish Broadcasting System of Illinois Inc ( Broadcasting & Cable TV ) ;	Union Bank of CA Union Bank of California, NA ( Financial ) As referenced in this Asset Purchase Agreement: Union Bank of California, N – Purchase Price"), as adjusted in accordance with Article XVI below, to be delivered by Buyer as follows: (a) Upon execution of the definitive agreement, Buyer will deposit in escrow with Union Bank of California, N .A., of Los Angeles, California ("Union Bank"), the sum of ONE MILLION SEVEN HUNDRED FIFTY THOUSAND and 00/100 Dollars ($1,750,000.00) (the "Deposit"), to be held _____________ dt 1689524 ; Kaye Scholer Kaye Scholer ( Legal ) As referenced in this Asset Purchase Agreement: Kaye Scholer – South Bayshore Drive Coconut Grove, Florida 33133 Telephone: 305-441-6901 Facsimile: 305-441-7861 Attention: Raul Alarcon, Jr., Chairman, Chief Executive Officer and President WITH A REQUIRED COPY TO: Kaye Scholer , LLP The McPherson Building 901 Fifteenth Street, N.W. Washington, D.C. 20005 Telephone: 202-682-3500 Facsimile: 202-682-3580 Attention: Jason Shrinsky, Esq. Any party may change _____________ dt 1665823
Preview Full Doc	2002	Asset Purchase Agreement Asset Purchase Agreement (81K) Doc #1466423: Click preview link for longer preview. ASSET PURCHASE AGREEMENT BY AND AMONG KTCY LICENSING, INC. AND SPANISH BROADCASTING SYSTEM, INC. ("SELLERS") AND ENTRAVISION - TEXAS LIMITED PARTNERSHIP ("BUYER") <PAGE> ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE . . . 1466423	Thompson Hine Thompson Hine ( Legal ) As referenced in this Asset Purchase Agreement: Thompson Hine – Corporation 2425 Olympic Boulevard, Suite 6000 West Santa Monica, California 90404 Telephone: 310-447-3870 Facsimile: 310-447-3899 Attention: Michael G. Rowles, Senior Vice President and General Counsel AND: Thompson Hine LLP 1920 N Street, N.W., Suite 800 Washington, D.C. 20036 Telephone: 202-331-8800 Facsimile: 202-331-8330 Attention: Barry Friedman, Esq. IF TO SELLER: Spanish Broadcasting System, _____________ dt 1678765 ; Spanish Broadcasting System of Greater Miami Spanish Broadcasting System of Greater Miami Inc ( Broadcasting & Cable TV ) ;	Union Bank of CA Union Bank of California, NA ( Financial ) As referenced in this Asset Purchase Agreement: Union Bank of California, N – Purchase Price"), as adjusted in accordance with Article XVI below, to be delivered by Buyer as follows: (a) Upon execution of the definitive agreement, Buyer will deposit in escrow with Union Bank of California, N .A., of Los Angeles, California ("Union Bank"), the sum of ONE MILLION SEVEN HUNDRED FIFTY THOUSAND and 00/100 Dollars ($1,750,000.00) (the "Deposit"), to be held _____________ dt 1689525 ; Kaye Scholer Kaye Scholer ( Legal ) As referenced in this Asset Purchase Agreement: Kaye Scholer – South Bayshore Drive Coconut Grove, Florida 33133 Telephone: 305-441-6901 Facsimile: 305-441-7861 Attention: Raul Alarcon, Jr., Chairman, Chief Executive Officer and President WITH A REQUIRED COPY TO: Kaye Scholer , LLP The McPherson Building 901 Fifteenth Street, N.W. Washington, D.C. 20005 Telephone: 202-682-3500 Facsimile: 202-682-3580 Attention: Jason Shrinsky, Esq. Any party may change _____________ dt 1665831

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