Imagistics International Inc Sample Contracts

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Credit Agreement • November 6th, 2001 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • New York
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Exhibit 10.31 THIRD AMENDMENT AGREEMENT
Agreement • March 7th, 2003 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • New York
dated as of
Rights Agreement • March 28th, 2002 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • New York
225,000,000 CREDIT AGREEMENT Dated as of November 9, 2001
Credit Agreement • March 28th, 2002 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • New York
EXHIBIT 10.19 RIGHTS AGREEMENT
Rights Agreement • July 13th, 2001 • Pitney Bowes Office Systems Inc • Wholesale-professional & commercial equipment & supplies • New York
AMENDMENT #1 TO TRANSITION SERVICES AGREEMENT
Transition Services Agreement • March 28th, 2003 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies
W I T N E S S E T H:
Second Amendment Agreement • July 23rd, 2002 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • New York
Exhibit 10.34
Reseller Agreement • March 12th, 2004 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • Connecticut
EXHIBIT 10.30
First Amendment Agreement • August 14th, 2002 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies

FIRST AMENDMENT AGREEMENT (this "Agreement") dated as of August 7, 2002 by and between Imagistics International Inc. (the "Company") and Equiserve Trust Company, N.A. (the "Rights Agent") with respect to a certain Rights Agreement dated as of September 28, 2001 by and between the Pitney Bowes Office Systems, Inc. and the Rights Agent.

Exhibit 10.4 INTELLECTUAL PROPERTY AGREEMENT
Intellectual Property Agreement • March 28th, 2002 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • New York
EXHIBIT 10.33
Fourth Amendment Agreement • May 21st, 2003 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • New York
EMPLOYMENT AGREEMENT
Employment Agreement • January 13th, 2005 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • Connecticut

AGREEMENT, entered into as of the 8th day of January 2005 between Imagistics International Inc., a Delaware corporation (“Company”) and George E. Clark, Jr., currently residing at 1800 Hillside Road, Fairfield, CT 06824 Connecticut (“Executive”);

ARTICLE 1 DEFINITIONS
Distribution Agreement • March 28th, 2002 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • New York
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STOCKHOLDER TENDER AND VOTING AGREEMENT
Stockholder Tender and Voting Agreement • September 19th, 2005 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • Delaware

This STOCKHOLDER TENDER AND VOTING AGREEMENT dated as of September 15, 2005 (as the same may be amended from time to time, this "Agreement") among Océ N.V., a company organized under the laws of the Netherlands ("Parent"), Orange Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"), and each individual listed on the signature pages of this Agreement (each, a "Stockholder" and collectively, the "Stockholders"), each an owner of Company Common Stock of Imagistics International, Inc., a Delaware corporation (the "Company").

EXHIBIT 10.35 MASTER ASSIGNMENT AND ACCEPTANCE AGREEMENT
Master Assignment and Acceptance Agreement • May 21st, 2003 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • New York
November 1, 2001
Imagistics International Inc • March 28th, 2002 • Wholesale-professional & commercial equipment & supplies • New York
FIRST AMENDMENT AGREEMENT
First Amendment Agreement • May 14th, 2002 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • New York

FIRST AMENDMENT AGREEMENT (this "Agreement") dated as of March 19, 2002 by and among (1) Imagistics International Inc. (the "Borrower"), (2) Fleet Capital Corporation ("Fleet"), and the other financial institutions party to the Credit Agreement (as defined below) as lenders (collectively, the "Lenders" and individually, a "Lender") and (3) Fleet, as administrative agent (the "Administrative Agent") for the Lenders with respect to a certain Credit Agreement dated as of November 9, 2001 by and among the Borrower, the Lenders and the Administrative Agent (the "Credit Agreement").

BETWEEN
Operating Agreement • August 13th, 2001 • Pitney Bowes Office Systems Inc • Wholesale-professional & commercial equipment & supplies • New York
TAX SEPARATION AGREEMENT
Tax Separation Agreement • March 28th, 2002 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • New York
AGREEMENT AND PLAN OF MERGER BY AND AMONG OCÉ N.V., ORANGE MERGER CORP. AND IMAGISTICS INTERNATIONAL INC. Dated as of September 15, 2005
Agreement and Plan of Merger • September 19th, 2005 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of September 15, 2005 (this “Agreement”), is by and among Océ N.V., a company organized under the laws of the Netherlands (“Parent”), Orange Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and Imagistics International Inc., a Delaware corporation (the “Company”).

SECOND AMENDMENT AGREEMENT
Second Amendment Agreement • September 19th, 2005 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • New York

WHEREAS, the Company proposes to enter into an Agreement and Plan of Merger, dated as of the date hereof (as amended from time to time, the “Merger Agreement”), by and among the Company, Orange N.V., a company organized under the laws of the Netherlands and Orange Merger Corp., a Delaware corporation and wholly owned subsidiary of Orange;

Contract
Sixth Amendment Agreement           sixth Amendment Agreement • July 2nd, 2004 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • New York

EXHIBIT 10.31 SIXTH AMENDMENT AGREEMENT SIXTH AMENDMENT AGREEMENT (this “Agreement”) dated as of June 1, 2004 by and among (1) Imagistics International Inc. (the “Borrower”), (2) Fleet Capital Corporation (“Fleet”), and the other financial institutions party to the Credit Agreement (as defined below) as lenders (collectively, the “Lenders” and individually, a “Lender”) and (3) Fleet, as administrative agent (the “Administrative Agent”) for the Lenders with respect to a certain Credit Agreement dated as of November 9, 2001 by and among the Borrower, the Lenders and the Administrative Agent, as amended by that certain First Amendment Agreement dated as of March 19, 2002, that certain Second Amendment Agreement dated as of July 19, 2002, that certain Third Amendment Agreement dated as of March 5, 2003, that certain Fourth Amendment Agreement dated as of May 16, 2003 and that certain Fifth Amendment Agreement dated as of May 7, 2004 (as amended, the “Credit Agreement”). W I T N E S S E T

BETWEEN
Operating Agreement • March 28th, 2002 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • New York
Non-Qualified Stock Option Award Agreement
Non-Qualified Stock Option Award Agreement • January 13th, 2005 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies

This is to certify that you have been granted an option on shares of Imagistics International Inc. (“Imagistics”) common stock under Imagistics International Inc. 2001 Stock Plan (the “2001 Stock Plan”). The number of shares on which the option has been granted, the option price, the date of grant, the vesting (exercise) terms and the expiration of the grant are specified on the reverse side of this Agreement.

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