MDC Partners Inc Sample Contracts

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DEFINED TERMS
Underwriting Agreement • May 10th, 2004 • MDC Partners Inc • Services-advertising agencies • Ontario
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Acquisition Agreement • May 10th, 2004 • MDC Partners Inc • Services-advertising agencies • Delaware
AND
Trust Indenture • May 10th, 2004 • MDC Partners Inc • Services-advertising agencies • Ontario
AMENDMENT NO. 1
Credit Agreement • November 24th, 2004 • MDC Partners Inc • Services-advertising agencies
MIDAS OPCO HOLDINGS LLC, THE NOTE GUARANTORS PARTY HERETO AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE 5.625% SENIOR NOTES DUE 2029 INDENTURE Dated as of August 20, 2021
Indenture • August 20th, 2021 • Stagwell Inc • Services-advertising agencies • New York

INDENTURE, dated as of August 20, 2021, among Midas OpCo Holdings LLC, a Delaware limited liability company (the “Company”), the Note Guarantors party hereto and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (the “Trustee”).

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 7th, 2022 • Stagwell Inc • Services-advertising agencies • Delaware

This Indemnification Agreement (“Agreement”), dated as of [ ], 20[ ], is by and between Stagwell Inc., a Delaware corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER] (“Indemnitee”).

AMENDED AND RESTATED CREDIT AGREEMENT by and among MDC PARTNERS INC. as Parent, MAXXCOM INC. as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, WELLS FARGO CAPITAL FINANCE, LLC as Administrative Agent, WELLS FARGO BANK, NATIONAL...
Credit Agreement • March 20th, 2013 • MDC Partners Inc • Services-advertising agencies • New York

THIS AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"), is entered into as of March 20, 2013, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a "Lender" and collectively as the "Lenders"), WELLS FARGO CAPITAL FINANCE, LLC, formerly known as Wells Fargo Foothill, LLC, a Delaware limited liability company, as the agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, "Agent"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as sole lead arranger (in such capacity, together with its successors and assigns in such capacity, the "Sole Lead Arranger"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as sole book runner (in such capacity, together with their successors and assigns in such capacity, the "Sole Book Runner"), MDC PARTNERS INC., a Canadi

FINANCING AGREEMENT Dated as of June 18, 2007 by and among MAXXCOM INC., as Borrower, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, FORTRESS CREDIT CORP., as Collateral Agent, and WELLS FARGO FOOTHILL, INC., as Administrative...
Financing Agreement • June 19th, 2007 • MDC Partners Inc • Services-advertising agencies • New York

Financing Agreement, dated as of June 18, 2007, by and among MDC Partners Inc., a Canadian corporation (the "Parent") and Maxxcom Inc., a Delaware corporation ("Maxxcom" or the "Borrower"), each Subsidiary of the Parent listed as a "Guarantor" on the signature pages hereto, the lenders from time to time party hereto (together with their respective successors and permitted assigns, each a "Lender" and collectively, the "Lenders"), Fortress Credit Corp., a Delaware corporation ("Fortress"), as collateral agent for the Lenders (in such capacity, together with its successors or assignees in such capacity, if any, the "Collateral Agent"), and Wells Fargo Foothill, Inc., as administrative agent for the Lenders (in such capacity, together with its successors or assignees in such capacity, if any, the "Administrative Agent" and together with the Collateral Agent, each an "Agent" and collectively, the "Agents").

Exhibit 10.2.3 THIS SECOND AMENDMENT AGREEMENT is made as of the 30th day of June, 2002. B E T W E E N:
Second Amendment Agreement • May 10th, 2004 • MDC Partners Inc • Services-advertising agencies
Exhibit 10.2.4 THIS THIRD AMENDMENT AGREEMENT is made as of the 28th day of October, 2002. B E T W E E N:
Third Amendment Agreement • May 10th, 2004 • MDC Partners Inc • Services-advertising agencies
Exhibit 10.2.2 THIS FIRST AMENDMENT AGREEMENT is made as of the 31st day of March, 2002 B E T W E E N:
First Amendment Agreement • May 10th, 2004 • MDC Partners Inc • Services-advertising agencies
EMPLOYMENT AGREEMENT
Employment Agreement • May 8th, 2019 • MDC Partners Inc • Services-advertising agencies • New York

THIS AGREEMENT, dated as of May 6, 2019 (this “Agreement”), by and between MDC PARTNERS INC., a corporation existing under the laws of Canada (the “Company”), and FRANK LANUTO (the “Executive”).

MAXXCOM INC. - and - TD CAPITAL
Subordinated Debenture • May 10th, 2004 • MDC Partners Inc • Services-advertising agencies • Ontario
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 17th, 2022 • Stagwell Inc • Services-advertising agencies • New York

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of March 11, 2022 (this “Agreement”) by and between STAGWELL INC., a Delaware corporation (the “Company”), and MARK PENN (the “Executive”).

CAD25,000,000 CREDIT AGREEMENT =============================================================================== June 10, 2004
Credit Agreement • August 4th, 2004 • MDC Partners Inc • Services-advertising agencies • Ontario
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SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • June 1st, 2020 • MDC Partners Inc • Services-advertising agencies • New York

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"), is entered into as of May 3, 2016, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a "Lender" and collectively as the "Lenders"), WELLS FARGO CAPITAL FINANCE, LLC, formerly known as Wells Fargo Foothill, LLC, a Delaware limited liability company, as the agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, "Agent"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as sole lead arranger (in such capacity, together with its successors and assigns in such capacity, the "Sole Lead Arranger"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as sole book runner (in such capacity, together with their successors and assigns in such capacity, the "Sole Book Runner"), MDC PARTNERS INC., a Ca

EMPLOYMENT AGREEMENT
Employment Agreement • November 8th, 2007 • MDC Partners Inc • Services-advertising agencies • Ontario

AGREEMENT dated as of August 20, 2007 (this “Agreement”) by and between MDC PARTNERS INC., a corporation existing under the laws of Canada (the “Company”), and STEPHEN PUSTIL (the “Executive”).

Contract
Stock Appreciation Rights Agreement • April 29th, 2020 • MDC Partners Inc • Services-advertising agencies • New York

STOCK APPRECIATION RIGHTS AGREEMENT (the “Agreement”) by and between MDC Partners Inc. (the “Company”) and Frank Lanuto (the “Participant”), dated as of June 12, 2019 (the “Date of Grant”).

RESTRICTED STOCK UNIT (RSU) GRANT AGREEMENT (2012)
Restricted Stock Unit Grant Agreement • March 15th, 2012 • MDC Partners Inc • Services-advertising agencies • New York

THIS AGREEMENT, made as of February 14, 2012 (the “Grant Date”), between MDC Partners Inc., a Canadian corporation (the “Corporation”), and _______ (the “Grantee”), an employee of the Corporation.

RESTRICTED STOCK GRANT AGREEMENT (2012)
Restricted Stock Grant Agreement • March 15th, 2012 • MDC Partners Inc • Services-advertising agencies • New York

THIS AGREEMENT, made as of February 14, 2012 (the “Grant Date”), between MDC Partners Inc., a Canadian corporation (the “Corporation”), and _______ (the “Grantee”).

AGREEMENT
Credit Agreement • May 10th, 2004 • MDC Partners Inc • Services-advertising agencies
MDC Partners Inc. 11% Senior Notes due 2016 unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors listed in Schedule IV hereto
Purchase Agreement • May 14th, 2010 • MDC Partners Inc • Services-advertising agencies

This term sheet should be read in conjunction with and is qualified in its entirety by reference to the Preliminary Offering Circular dated May 10, 2010 of MDC Partners Inc. (the “Company”). The information in this Pricing Term Sheet supplements the Preliminary Offering Circular and supersedes the information in the Preliminary Offering Circular to the extent inconsistent with the information in the Preliminary Offering Circular. Defined terms used and not defined herein have the meaning ascribed to them in the Preliminary Offering Circular.

EMPLOYMENT AGREEMENT
Employment Agreement • April 18th, 2005 • MDC Partners Inc • Services-advertising agencies • New York

AGREEMENT (this “Agreement”) made as of April 1, 2005, by and between MDC Partners, Inc., a Canadian corporation (the “Corporation”), and Michael Sabatino (“Executive”).

AND-
Fourth Amendment Agreement • May 10th, 2004 • MDC Partners Inc • Services-advertising agencies
SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement • May 9th, 2019 • MDC Partners Inc • Services-advertising agencies • New York

SEPARATION AGREEMENT AND GENERAL RELEASE between MDC Partners Inc. (“MDC” or the “Company”) and David Doft (“Executive”), dated as of May 9, 2019 (this “Agreement and Release”). In consideration of the mutual covenants herein contained, the parties agree as follows:

LIMITED PARTNERSHIP UNIT PURCHASE AGREEMENT (13%)
Limited Partnership Unit Purchase Agreement • March 14th, 2011 • MDC Partners Inc • Services-advertising agencies • Ontario

LIMITED PARTNERSHIP UNIT PURCHASE AGREEMENT (this “Agreement”) dated as of November 30, 2010, by and among MDC PARTNERS INC., a Canadian corporation (the “Purchaser”), 2265178 Ontario Limited (“Capital C Holdco”), and TONY CHAPMAN, VICTORIA CALVERLEY, BENNETT KLEIN and TOM CLUNE (collectively, the “Capital C Principals” and each, a “Capital C Principal”).

SECURITIES PURCHASE AGREEMENT by and between and STAGWELL AGENCY HOLDINGS LLC Dated as of March 14, 2019
Securities Purchase Agreement • March 15th, 2019 • MDC Partners Inc • Services-advertising agencies • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 14, 2019, is by and between MDC Partners Inc., a Canadian corporation (together with any successor or assign pursuant to Section 6.07, the “Company”), and Stagwell Agency Holdings LLC, a Delaware limited liability company (together with its successors and any Affiliate that becomes a Purchaser party hereto in accordance with Section 4.02 and Section 6.07, the “Purchaser”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article I.

11% Senior Notes due 2016 unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors listed in Exhibit C hereto
Exchange and Registration Rights Agreement • October 26th, 2009 • MDC Partners Inc • Services-advertising agencies • New York
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