Avensys CORP Sample Contracts

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ASSET PURCHASE AGREEMENT FOR THE PURCHASE OF THE ASSETS OF ITF OPTICAL TECHNOLOGIES INC. MCCARTHY TETRAULT LLP
Asset Purchase Agreement • April 10th, 2006 • Manaris Corp • Telephone communications (no radiotelephone) • Quebec
OF
Manaris Corp • August 17th, 2006 • Telephone communications (no radiotelephone) • New York
OF
Manaris Corp • November 7th, 2005 • Telephone communications (no radiotelephone) • New York
BETWEEN
License Agreement • April 24th, 2006 • Manaris Corp • Telephone communications (no radiotelephone) • Quebec
SHAREHOLDER AGREEMENT AMONG THE SHAREHOLDERS OF AVENSYS LABORATORIES INC.
Shareholder Agreement • April 24th, 2006 • Manaris Corp • Telephone communications (no radiotelephone) • Quebec
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT ENTERED INTO AT MONTREAL ON 11 OCTOBER, 2006
Employment Agreement • November 6th, 2006 • Manaris Corp • Telephone communications (no radiotelephone) • Quebec
OF
Manaris Corp • November 7th, 2005 • Telephone communications (no radiotelephone) • New York
OF
Manaris Corp • November 7th, 2005 • Telephone communications (no radiotelephone) • New York
and -
Share Purchase and Sale Agreement • February 14th, 2006 • Manaris Corp • Telephone communications (no radiotelephone) • Quebec
EXIBIT 10.50 Form of Registration Rights Agreement dated September 24, 2007
Registration Rights Agreement • September 28th, 2007 • Manaris Corp • Telephone communications (no radiotelephone) • New York

THIS REGISTRATION RIGHTS AGREEMENT, dated as of September 24, 2007, is by and between MANARIS CORPORATION, a Nevada corporation (the “Company”), and IMPERIUM MASTER FUND, LTD., a Cayman Islands company (“Imperium”).

AGREEMENT
Note and Warrant Purchase Agreement • August 17th, 2006 • Manaris Corp • Telephone communications (no radiotelephone) • New York
EXIBIT 10.70 Form of Security Agreement dated September 24, 2007
Security Agreement • September 28th, 2007 • Manaris Corp • Telephone communications (no radiotelephone) • New York

THIS AMENDED AND RESTATED SECURITY AGREEMENT, dated as of September 24, 2007 (this “Agreement”), is by and among MANARIS CORPORATION, a Nevada corporation (the “Company”), and each of the direct or indirect subsidiaries of the Company (whether now or hereafter existing, such subsidiaries, the “Subsidiaries” and, collectively with the Company, the “Debtors”), and Imperium Advisers, LLC, in its capacity as collateral agent (in such capacity, the “Collateral Agent”), for the benefit of Imperium Master Fund, Ltd. (“Imperium” and collectively with its permitted successors and assigns, the “Holders”) of the 6% Original Issue Discount Senior Secured Convertible Notes (the “Convertible Notes”) and the Senior Secured Working Capital Notes (the “Working Capital Notes” and, collectively with the Convertible Notes, the “Notes”), issued by the Company on or after the date hereof pursuant to the Securities Purchase and Loan Agreement, dated as of the date hereof (the “Loan Agreement”), by and betwee

SECURITY AGREEMENT
Security Agreement • July 30th, 2007 • Manaris Corp • Telephone communications (no radiotelephone) • New York

THIS SECURITY AGREEMENT, dated as of July 24, 2007 (this “Agreement”), is by and among MANARIS CORPORATION, a Nevada corporation (the “Company”), and each of the direct or indirect subsidiaries of the Company (whether now or hereafter existing, such subsidiaries, the “Subsidiaries“ and, collectively with the Company, the “Debtors”), and Imperium Advisers, LLC, in its capacity as collateral agent (in such capacity, the “Collateral Agent”), for the benefit of the holders (such holders, collectively with their permitted successors and assigns, the “Holders”) of the 8.5% Senior Secured Demand Notes (the “Notes”), issued by the Company as of the date hereof, pursuant to the Note Purchase Agreement, dated as of the date hereof (the “Note Purchase Agreement”), by and among Company and the investors named therein. Capitalized terms used herein and not otherwise defined shall have the respective meanings specified in the Note Purchase Agreement. The Holders, Collateral Agent and their endorsees

EXIBIT 10.10 Form of Securities Purchase and Loan Agreement dated September 24, 2007
Securities Purchase and Loan Agreement • September 28th, 2007 • Manaris Corp • Telephone communications (no radiotelephone) • New York

THIS SECURITIES PURCHASE AND LOAN AGREEMENT, dated as of September 24, 2007 (this “Agreement”), is by and between MANARIS CORPORATION, a Nevada corporation (the “Company”), and IMPERIUM MASTER FUND, LTD., a Cayman Islands company (“Imperium”).

PURCHASE AGREEMENT
Purchase Agreement • May 9th, 2005 • C-Chip Technologies Corp • Telephone communications (no radiotelephone) • New York

THIS PURCHASE AGREEMENT ("Agreement") is made as of the ___ day of February, 2005 by and among C-Chip Technologies Corporation, a Nevada corporation (the "Company"), and the Investors set forth on the signature pages affixed hereto (each an "Investor" and collectively the "Investors").

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 26th, 2002 • Keystone Mines LTD • Gold and silver ores • Nevada

This Agreement sets forth the terms and conditions upon which the Sellers are today selling to the Buyer, and the Buyer is today purchasing from the Sellers 5,000,000 restricted shares of common stock (the "Shares"), $0.00001 par value per share, representing approximately 83.18% of the issued and outstanding shares of capital stock of the Company.

SECTION I
Placement Agent Agreement • November 7th, 2005 • Manaris Corp • Telephone communications (no radiotelephone) • Florida
SECTION I
Logo Omitted • October 2nd, 2006 • Manaris Corp • Telephone communications (no radiotelephone) • Florida
SECTION I
Graphic Omitted • November 20th, 2006 • Manaris Corp • Telephone communications (no radiotelephone) • Florida
NOTE PURCHASE AGREEMENT
Note Purchase Agreement • July 30th, 2007 • Manaris Corp • Telephone communications (no radiotelephone) • New York

NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of July 24, 2007, by and between MANARIS CORPORATION, a Nevada corporation (the “Company”), and each of the entities whose names appear on the signature pages hereof. Such entities are each referred to herein as an “Investor” and, collectively, as the “Investors”.

AMENDMENT DATED AS OF AUGUST 29, 2008 TO SHAREHOLDER AGREEMENT made as of April 18, 2006 of ITF Laboratories Inc. (“Shareholder Agreement”)
Shareholder Agreement • September 19th, 2008 • Avensys CORP • Telephone communications (no radiotelephone) • Quebec

WHEREAS the parties wish to amend the terms of the put option in favour of the Preferred Holders in the Shareholder Agreement;

REDEMPTION AGREEMENT AND RELEASE
Redemption Agreement and Release • July 30th, 2007 • Manaris Corp • Telephone communications (no radiotelephone) • New York

This Redemption Agreement and Release (the “Agreement”) is dated as of July ___, 2007 and is made by and between _______________ (the “Purchaser”) and Manaris Corporation, a Nevada corporation (the “Company”).

OF
Manaris Corp • November 7th, 2005 • Telephone communications (no radiotelephone) • New York
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Agreement and Plan Of • December 17th, 2007 • Manaris Corp • Telephone communications (no radiotelephone)

Agreement of Merger and Plan of Merger and Reorganization dated November 20, 2007 and between Manaris Corporation., a Nevada corporation ("Manaris") and Avensys Corporation, a Nevada corporation ("Avensys ").

CONFIDENTIAL AGREEMENT, FINAL RELEASE AND INDEMNITY AGREEMENT (the "AGREEMENT") BETWEEN
Manaris Corp • September 22nd, 2005 • Telephone communications (no radiotelephone)
EXIBIT 10.60 Form of Working Capital Note dated September 24, 2007
Manaris Corp • September 28th, 2007 • Telephone communications (no radiotelephone) • New York

The Company has issued this Senior Secured Working Capital Note (this “Note”) pursuant to a Securities Purchase and Loan Agreement, dated as of September 24, 2007 (the “Loan Agreement”). The Senior Secured Working Capital Notes issued by the Company pursuant to the Loan Agreement, including this Note, are collectively referred to herein as the “Notes”.

ARTICLE I
Manaris Corp • August 17th, 2006 • Telephone communications (no radiotelephone) • New York
Execution Copy ASSET PURCHASE AGREEMENT FOR THE PURCHASE OF THE ASSETS OF WILLER ENGINEERING LIMITED March 11, 2008
Asset Purchase Agreement • March 14th, 2008 • Avensys CORP • Telephone communications (no radiotelephone) • Ontario

Between: Avensys Inc., (“Purchaser”) a company incorporated under Part 1A of the Companies Act (Quebec), having its head office at 400, Montpellier Boulevard, Montreal, Quebec, H4N 2G7, herein acting and represented by its duly authorized representative as he so declares;

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