Mac-Gray Corp Sample Contracts

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RECITALS --------
Pledge Agreement • June 10th, 1998 • Mac-Gray Corp • Services-personal services • Massachusetts
EXHIBIT 2.1 ----------- AGREEMENT AND PLAN OF MERGER
Merger Agreement • February 9th, 1998 • Mac-Gray Corp • Services-personal services • Massachusetts
Exhibit 10.18 ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • March 31st, 2005 • Mac-Gray Corp • Services-personal services
] PROMISSORY NOTE
Promissory Note • March 31st, 2005 • Mac-Gray Corp • Services-personal services

This note is one of the promissory notes issued pursuant to the Credit Agreement dated as of January 10, 2005, among the Borrowers, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"). Terms defined in the Credit Agreement are used herein with the same meanings. Reference is made to the Credit Agreement for provisions for the mandatory and optional prepayment hereof and the acceleration of the maturity hereof.

EXHIBIT 10.20 ================================================================= =============== STOCK PURCHASE AGREEMENT By and Among
Stock Purchase Agreement • April 17th, 1998 • Mac-Gray Corp • Services-personal services • Massachusetts
FORM OF -------
Registration Rights Agreement • February 9th, 1998 • Mac-Gray Corp • Services-personal services • Massachusetts
FORM OF -------
Escrow Agreement • February 9th, 1998 • Mac-Gray Corp • Services-personal services • Massachusetts
CREDIT AGREEMENT
Credit Agreement • March 31st, 2005 • Mac-Gray Corp • Services-personal services • New York
AND
Stockholders' Agreement • August 14th, 1997 • Mac-Gray Corp • Delaware
EXHIBIT A-1
Revolving Credit Note • March 30th, 2004 • Mac-Gray Corp • Services-personal services

FOR VALUE RECEIVED, the undersigned (hereinafter, together with their successors in title and assigns, collectively, called the "Borrowers"), by this promissory note (hereinafter, together with the Schedule annexed hereto, called "this Note"), absolutely and unconditionally and jointly and severally promise to pay to the order of ____________ (hereinafter, together with its successors in title and assigns, called the "Bank"), the principal sum of _____________ ___________________________, or so much thereof as shall have been advanced by the Bank to the Borrowers by way of revolving credit loans under the Loan Agreement (as hereinafter defined) and shall remain outstanding, such payment to be made as hereinafter provided, and to pay interest on the principal sum outstanding hereunder from time to time from the date hereof until the said principal sum or the unpaid portion thereof shall have become due and payable as hereinafter provided.

FORM OF -------
Noncompetition Agreement • February 9th, 1998 • Mac-Gray Corp • Services-personal services • Massachusetts
by and among
Stockholders' Agreement • August 14th, 1997 • Mac-Gray Corp • Delaware
RECITALS
Security Agreement • August 14th, 1997 • Mac-Gray Corp • Massachusetts
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EXHIBIT A-2
Term Note • March 30th, 2004 • Mac-Gray Corp • Services-personal services

FOR VALUE RECEIVED, the undersigned (hereinafter, together with their successors in title and assigns, collectively, called the "Borrowers"), by this promissory note (hereinafter, together with the Schedule annexed hereto, called "this Note"), absolutely and unconditionally and jointly and severally promise to pay to the order of ____________, a national banking association organized under the laws of the United States of America (hereinafter, together with its successors in title and assigns, called the "Bank"), the principal sum of ____________________________, or, if less, the aggregate principal outstanding amount of all fundings made under the Term Loan by the Bank pursuant to the Loan Agreement (as hereinafter defined), and to pay interest on the principal sum outstanding hereunder from time to time from the date hereof until the said principal sum or the unpaid portion thereof shall have become due and payable as hereinafter provided.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 18th, 2005 • Mac-Gray Corp • Services-personal services • New York

This REGISTRATION RIGHTS AGREEMENT dated August 16, 2005 (the “Agreement”), is entered into by and among Mac-Gray Corporation, a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Guarantors”) and J.P. Morgan Securities Inc. (“JPMorgan” or the “Initial Purchaser”).

ARTICLE I
Guarantee and Collateral Agreement • March 31st, 2005 • Mac-Gray Corp • Services-personal services • New York
SECURITY AGREEMENT ------------------
Security Agreement • June 10th, 1998 • Mac-Gray Corp • Services-personal services • Massachusetts
FORM OF SECURITY AGREEMENT
Security Agreement • August 14th, 2000 • Mac-Gray Corp • Services-personal services • Massachusetts
EXHIBIT 2.2 =================================================================== ============= STOCK AND ASSET PURCHASE AGREEMENT
Stock and Asset Purchase Agreement • May 11th, 1998 • Mac-Gray Corp • Services-personal services • Massachusetts
AGREEMENT AND PLAN OF MERGER by and among MAC-GRAY CORPORATION, SPIN HOLDCO INC., CSC SERVICEWORKS, INC., CSC SERVICEWORKS HOLDINGS, INC. and CSC FENWAY, INC. October 14, 2013
Merger Agreement • October 15th, 2013 • Mac-Gray Corp • Services-personal services • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated October 14, 2013, is entered into by and among Mac-Gray Corporation, a Delaware corporation (the “Company”), CSC ServiceWorks Holdings, Inc., a Delaware corporation (“Holdings”), CSC ServiceWorks, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (“CSC”), Spin Holdco Inc., a Delaware corporation and wholly-owned subsidiary of CSC (“Parent” and, together with Holdings and CSC, the “Buyer Entities”) and CSC Fenway, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 7th, 2008 • Mac-Gray Corp • Services-personal services • Delaware

This Agreement made and entered into this 4th day of November, 2008, (the “Agreement”), by and between Mac-Gray Corporation, a Delaware corporation (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company) and (the “Indemnitee”):

MAC-GRAY CORPORATION AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC AS RIGHTS AGENT SHAREHOLDER RIGHTS AGREEMENT DATED AS OF JUNE 8, 2009
Shareholder Rights Agreement • June 10th, 2009 • Mac-Gray Corp • Services-personal services • Delaware

Agreement, dated as of June 8, 2009, between Mac-Gray Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company LLC, a New York Limited Liability Trust Company (the “Rights Agent”).

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