TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 9th, 2015 • Hale Capital Partners, LP • Special industry machinery, nec • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of September 16, 2015, is entered into by and among Omron Management Center of America, Inc., a Delaware corporation and wholly-owned subsidiary of OMRON Corporation, a Japanese corporation (“Parent”), Hoffman Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”), and the Person or Persons set forth on Schedule A hereto (“Stockholder”). All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
LIMITED LIABILITY COMPANY AGREEMENT OF INV-MID, LLC as of November 21, 2012Limited Liability Company Agreement • December 13th, 2012 • Hale Capital Partners, LP • Gold and silver ores • Delaware
The Company and certain other investors have each entered into a share purchase agreement dated as of November 21, 2012 (together with all exhibits, the “SPA”) with Midway Gold Corp. (“Midway”), as issuer, pursuant to which the Company and the other investors have each agreed to acquire Series A Preferred Shares (as defined in the SPA) in the capital of Midway. Such Series A Preferred Shares to be held by the Company along with all other instruments, rights and securities of Midway (if any) that may be acquired by the Company pursuant to the SPA and any ancillary agreements entered into in connection therewith from time to time, are referred to herein collectively as the “Securities”.
STOCKHOLDER AGREEMENTStockholder Agreement • January 23rd, 2013 • Hale Capital Partners, LP • Services-telephone interconnect systems • Delaware
STOCKHOLDER AGREEMENT, dated as of January 18, 2013 (this “Agreement”), by and among Intermedia Holdings, Inc., a Delaware corporation (“Parent”), Sierra Merger Sub Co., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), HCP-TELA, LLC (“HCP-TELA”), EREF-TELA, LLC (“EREF-TELA”), CBG-TELA, LLC (“CBG-TELA”), and, with respect to Sections 1.1(a), 1.1(b), 2.2, 2.3, 2.4, 2.5, 2.7 and 2.8 of this Agreement, Hale Capital Partners, L.P. (“Hale Capital”) and Hale Fund Management, LLC (“Hale Fund Management”). For purposes of this Agreement, HCP-TELA, EREF-TELA, CBG-TELA, Hale Capital and Hale Fund Management are each a “Holder” and, collectively, the “Holders.”
LIMITED LIABILITY COMPANY AGREEMENT OF HCP-MID, LLCLimited Liability Company Agreement • December 13th, 2012 • Hale Capital Partners, LP • Gold and silver ores • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of HCP-MID, LLC a Delaware limited liability company (the “Company”), dated as of November 21, 2012 is entered into by and among Hale Fund Partners, LLC (the “Managing Member”) and any person hereafter admitted to the Company pursuant hereto (collectively with the Managing Member, the “Members”).
LIMITED LIABILITY COMPANY AGREEMENT OF EREF-MID II, LLC as of November 21, 2012Limited Liability Company Agreement • December 13th, 2012 • Hale Capital Partners, LP • Gold and silver ores • Delaware
LIMITED LIABILITY COMPANY AGREEMENT OF EREF-MID, LLC as of June 29, 2012Limited Liability Company Agreement • December 13th, 2012 • Hale Capital Partners, LP • Gold and silver ores • Delaware
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • December 13th, 2012 • Hale Capital Partners, LP • Gold and silver ores
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
