ARTICLE I CERTAIN DEFINITIONSWarrant Agreement • April 26th, 1999 • Online Resources & Communications Corp • Services-business services, nec • Delaware
1 EXHIBIT 1.1 [FORM OF UNDERWRITING AGREEMENT] ONLINE RESOURCES & COMMUNICATIONS CORPORATION Shares of Common Stock Underwriting AgreementUnderwriting Agreement • April 26th, 1999 • Online Resources & Communications Corp • Services-business services, nec • New York
LOAN AGREEMENTLoan Agreement • April 26th, 1999 • Online Resources & Communications Corp • Services-business services, nec • Tennessee
andRights Agreement • January 15th, 2002 • Online Resources & Communications Corp • Services-business services, nec • Virginia
1 EXHIBIT 10.3 LOAN AGREEMENT This Loan Agreement is dated as of June 3, 1997, by and between Online Resources & Communications Corporation, a Delaware corporation (the "Company") and Dominion Fund IV, a Delaware Limited Partnership ("Dominion")....Loan Agreement • April 26th, 1999 • Online Resources & Communications Corp • Services-business services, nec • Massachusetts
AGREEMENTRegistration Rights Agreement • April 26th, 1999 • Online Resources & Communications Corp • Services-business services, nec • Delaware
SERIES AWarrant Agreement • April 26th, 1999 • Online Resources & Communications Corp • Services-business services, nec • Delaware
AGREEMENT:Stock Purchase Warrant • April 26th, 1999 • Online Resources & Communications Corp • Services-business services, nec • Tennessee
ARTICLE III WARRANT OFFICE; TRANSFER, DIVISION OR COMBINATION OF WARRANTSWarrant Agreement • April 26th, 1999 • Online Resources & Communications Corp • Services-business services, nec • Delaware
RECITALS:Security Agreement • April 26th, 1999 • Online Resources & Communications Corp • Services-business services, nec • Tennessee
betweenRegistration Rights Agreement • November 14th, 2000 • Online Resources & Communications Corp • Services-business services, nec • New York
CREDIT AGREEMENT Dated as of February 21, 2007 among ONLINE RESOURCES CORPORATION, as the Borrower, THE DOMESTIC SUBSIDIARIES OF THE BORROWER, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and THE...Credit Agreement • February 26th, 2007 • Online Resources Corp • Services-business services, nec • New York
CONSENT AGREEMENTConsent Agreement • February 5th, 2013 • Online Resources Corp • Services-business services, nec • Delaware
This Consent Agreement (this “Agreement”) is made as of January 30, 2013, by and between the undersigned optionholder (“Optionee”) and Online Resources Corporation, a Delaware corporation (the “Company”).
WITNESSETH:Security Agreement • April 26th, 1999 • Online Resources & Communications Corp • Services-business services, nec • Massachusetts
SHAREHOLDER AGREEMENTShareholder Agreement • February 5th, 2013 • Online Resources Corp • Services-business services, nec • Delaware
This Shareholder Agreement, dated January 30, 2013 (this “Agreement”), is by and among ACI Worldwide, Inc., a Delaware corporation (“Parent”), Ocelot Acquisition Corp., a Delaware corporation (“Purchaser”), and Tennenbaum Opportunities Partners V, LP, a Delaware limited partnership (the “Stockholder”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Transaction Agreement (as defined below).
CREDIT AGREEMENT Dated as of February 26, 2013 among ONLINE RESOURCES CORPORATION, as the Borrower, THE DOMESTIC SUBSIDIARIES OF THE BORROWER, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, and THE LENDERS PARTY HERETOCredit Agreement • February 26th, 2013 • Online Resources Corp • Services-business services, nec • New York
This CREDIT AGREEMENT is entered into as of February 26, 2013 among ONLINE RESOURCES CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, and the Lenders (defined herein) party hereto from time to time.
SHAREHOLDER AGREEMENTShareholder Agreement • February 1st, 2013 • Online Resources Corp • Services-business services, nec • Delaware
This Shareholder Agreement, dated January 30, 2013 (this “Agreement”), is by and among ACI Worldwide, Inc., a Delaware corporation (“Parent”), Ocelot Acquisition Corp., a Delaware corporation (“Purchaser”), and Joseph Cowan (the “Stockholder”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Transaction Agreement (as defined below).
TRANSACTION AGREEMENTTransaction Agreement • February 1st, 2013 • Online Resources Corp • Services-business services, nec • Delaware
THIS TRANSACTION AGREEMENT (this “Agreement”), dated January 30, 2013, is among ACI Worldwide, Inc., a Delaware corporation (“Parent”), Ocelot Acquisition Corp, a Delaware corporation (“Purchaser”), and Online Resources Corporation, a Delaware corporation (the “Company”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 16th, 2003 • Online Resources Corp • Services-business services, nec • Delaware
certificate, dated the Closing Date, duly executed by its Chief Executive Officer to the effect set forth in clause (b) of this sentence; (e) the Company shall have delivered to the Investor its certificate, dated the Closing Date, duly executed by its Secretary, certifying as to (i) the Company’s Amended and Restated Certificate of Incorporation, as amended, and (ii) the Company’s Amended and Restated By-Laws, as amended, each as in effect as of the Closing Date, and (iii) all resolutions, votes or minutes of the Company’s Board of Directors in connection with the Offering; (f) the Company shall have delivered to the Investors copies of certificates evidencing the incorporation and good standing of the Company in the Company’s state or jurisdiction of incorporation or organization as of a date within fifteen (15) days of the Closing Date; and (g) receipt by Investors of such other documents or certificates relating to the Offering as the Investors may reasonably request.
Online Resources CorporationTransaction Agreement • February 8th, 2013 • Online Resources Corp • Services-business services, nec
We are pleased to inform you that Online Resources Corporation (the “Company”) has entered into a Transaction Agreement, dated January 30, 2013 (the “Transaction Agreement”), with ACI Worldwide, Inc. (“ACI”) and Ocelot Acquisition Corp. (“Purchaser”), a direct wholly-owned direct subsidiary of ACI, which provides for the acquisition of the Company by ACI.
AGREEMENT AND PLAN OF MERGER by and among ONLINE RESOURCES CORPORATION, ONLINE RESOURCES ACQUISITION CO. and PRINCETON ECOM CORPORATION and the Individuals identified herein as the Stockholder Representative Dated as of May 5, 2006Merger Agreement • May 8th, 2006 • Online Resources Corp • Services-business services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”), dated as of May 5, 2006, is made by and among Online Resources Corporation, a Delaware corporation (“Parent”), Online Resources Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Princeton eCom Corporation, a Delaware corporation (the “Company”), and a committee consisting of Lawrence Mock, Steven Piaker and Manu Rana, solely in their capacities as representatives of the Company Securityholders and the Incentive Plan Participants pursuant to the terms of this Agreement (collectively, the “Stockholder Representative”). Capitalized terms used in this Agreement are defined in Section 10.1, or in the applicable Section of this Agreement to which reference is made in Section 10.1.
INVESTOR RIGHTS AGREEMENT by and among ONLINE RESOURCES CORPORATION, as the Company and THE SHAREHOLDERS PARTY HERETO Dated as of July 3, 2006Investor Rights Agreement • November 14th, 2006 • Online Resources Corp • Services-business services, nec • New York
FIRST AMENDMENTRights Agreement • April 25th, 2005 • Online Resources Corp • Services-business services, nec • Delaware
This FIRST AMENDMENT TO RIGHTS AGREEMENT (the “Amendment”) is made and entered into as of April 25, 2005, by and among Online Resources Corporation, a Delaware corporation and American Stock Transfer and Trust Company.
LEASE AGREEMENT BETWEEN FALK US PROPERTY INCOME FUND II, L.P. AS LANDLORD AND ONLINE RESOURCES CORPORATION AS TENANT DATED MAY , 2004 MEADOWS IV CHANTILLY, VIRGINIALease Agreement • November 5th, 2004 • Online Resources Corp • Services-business services, nec • Virginia
THIS LEASE AGREEMENT (this “Lease”) is entered into as of May , 2004, between FALK US PROPERTY INCOME FUND II, L.P., a Delaware limited partnership (“Landlord”) and ONLINE RESOURCES CORPORATION, a Delaware corporation (“Tenant”).
1 EXHIBIT 4.10 ANNEX B TO THE SUBSCRIPTION AGREEMENT REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement constitutes a part of a Subscription Agreement (the "Subscription Agreement") relating to the sale by Online Resources &...Registration Rights Agreement • April 26th, 1999 • Online Resources & Communications Corp • Services-business services, nec
RESIGNATION AND GENERAL RELEASE AGREEMENTResignation and General Release Agreement • May 7th, 2012 • Online Resources Corp • Services-business services, nec • Maryland
This Resignation and General Release Agreement (including the Schedule and Exhibits attached hereto, this “Agreement”), dated and effective as set forth below, is made and entered into by and between Catherine A. Graham (“Employee”), an individual resident of 7008 Brookville Rd., Chevy Chase, Maryland 20815, and Online Resources Corporation, a Delaware corporation (“Company”), with its principal executive office located at 4795 Meadow Wood Lane, Chantilly, Virginia 20151.
EQUITY PURCHASE AGREEMENT Series A -1 Convertible Preferred Stock 75,000 Shares, $1,000 per share by and among ONLINE RESOURCES CORPORATION, as the Company and THE PURCHASERS THAT ARE SIGNATORIES HERETO as the Purchasers, Dated as of July 3, 2006Equity Purchase Agreement • July 3rd, 2006 • Online Resources Corp • Services-business services, nec • New York
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of July 3, 2006, by and among the Purchasers identified on the signature pages hereof (such Purchasers, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Purchaser” and collectively as the “Purchasers”) and ONLINE RESOURCES CORPORATION, a Delaware corporation (the “Company”).
CREDIT AGREEMENT by and among ONLINE RESOURCES CORPORATION, as the Company, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and OBSIDIAN, LLC as the Agent Dated as of July 3, 2006Credit Agreement • July 3rd, 2006 • Online Resources Corp • Services-business services, nec • New York
THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of July 3, 2006, 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”), and OBSIDIAN, LLC, a Delaware limited liability company, as the agent and collateral agent for the Lenders (“Obsidian” and in such capacity, together with its successors and assigns in such capacity, “Agent”), ONLINE RESOURCES CORPORATION, a Delaware corporation (the “Company”).
June 14,2010 Joseph L. Cowan 5212 Legends Dr Braselton, GA 30517-4012 Dear Joe,Employment Agreement • March 15th, 2011 • Online Resources Corp • Services-business services, nec
On behalf of Online Resources Corporation (the “Company”) and its Board of Directors (the “Board”) I am pleased to offer you the position of President and Chief Executive Officer of the Company, subject to the terms and conditions of this letter agreement (the “Letter Agreement”). Upon acceptance of this offer and satisfaction of any conditions herein, you will also be nominated to serve as a member of the Board.
Attention: Joseph L. Cowan, President and Chief Executive Officer Donald W. Layden, Jr., Director and Chair, Corporate Finance CommitteeFinancial Advisory Agreement • May 7th, 2012 • Online Resources Corp • Services-business services, nec
This letter agreement (this “Agreement”) will confirm the understanding and agreement between Barclays Capital Inc. (“Barclays Capital”) and Online Resources Corporation (the “Company”) and its board of directors (the “Board of Directors”) as provided below. The terms of this Agreement shall apply to all services provided by Barclays Capital to the Company in connection with the proposed Recapitalization (as defined below) from and after the date hereof.
Agreement and Plan of MergerMerger Agreement • August 1st, 2007 • Online Resources Corp • Services-business services, nec
THIS AGREEMENT, dated as of the 26th day of July, 2007, (“Agreement”) by and between, Online Resources Corporation, a corporation organized under the laws of the State of Delaware (“Buyer”), ITS Acquisition Sub, LLC, a wholly owned single member limited liability company of Buyer organized under the laws of the State of Delaware (“BuyerSub”), Internet Transaction Solutions, Inc., a corporation organized under the laws of the State of Delaware (“Company”). (Buyer, BuyerSub and the Company are referred to collectively herein as the “Parties”) contemplates a tax-free merger of the Company with and into BuyerSub in a reorganization pursuant to Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the “Code”).
NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENTNon-Disclosure Agreement • February 8th, 2013 • Online Resources Corp • Services-business services, nec • Delaware
This Non-Disclosure and Confidentiality Agreement (this “Agreement”), effective as of November 15, 2012 (“Effective Date”), is made and entered into by and between Online Resources Corporation, a Delaware corporation (“ORCC”), and ACI Worldwide, Inc., a Delaware corporation (“Receiving Party”).
ONLINE RESOURCES CORPORATION Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 4th, 2005 • Online Resources Corp • Services-business services, nec • Virginia
Online Resources Corporation, a Delaware corporation (the “Company”), and certain stockholders of the Company listed on Schedule I hereto (the “Selling Stockholders”) inclusive of Matthew P. Lawlor and Raymond T. Crosier (each, a “Principal Selling Stockholder”), each confirms its agreement with each of the Underwriters listed on Schedule II hereto (collectively, the “Underwriters”), for whom Friedman, Billings, Ramsey & Co., Inc. is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and each Selling Stockholder of___shares (the “Initial Shares”) of Common Stock, par value $0.0001 per share, of the Company (“Common Stock”) in the respective numbers of shares set forth opposite the names of the Company and each Selling Stockholder in Schedule I hereto, and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares of Common Stock set forth opposite the names of the Underwriters in Sch
FIRST AMENDMENT TO RIGHTS AGREEMENT BETWEEN ONLINE RESOURCES CORPORATION AND AMERICAN STOCK TRANSFER & TRUST COMPANYRights Agreement • June 16th, 2003 • Online Resources Corp • Services-business services, nec • Delaware
This First Amendment to Rights Agreement (the “Amendment”) is made as of this day of June, 2003 by and between Online Resources Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company as rights agent (the “Rights Agent”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement (as defined below).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 8th, 2012 • Online Resources Corp • Services-business services, nec • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT dated as of September 28, 2012 (this “Amendment”) is entered into among ONLINE RESOURCES CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors, the Lenders and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
