Ciber Inc Sample Contracts

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EXHIBIT 4.1
Rights Agreement • September 16th, 1998 • Ciber Inc • Services-computer programming services • Delaware
RECITAL
Employment Agreement • September 24th, 1999 • Ciber Inc • Services-computer programming services • Colorado
EXHIBIT 99.1 SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
Series a Convertible Preferred Stock Purchase Agreement • March 30th, 2000 • Ciber Inc • Services-computer programming services • Delaware
REGISTRATION RIGHTS AGREEMENT between CIBER, INC. as Issuer, and WACHOVIA CAPITAL MARKETS, LLC as representative of the Initial Purchasers Dated as of December 2, 2003
Registration Rights Agreement • December 2nd, 2003 • Ciber Inc • Services-computer programming services • New York

REGISTRATION RIGHTS AGREEMENT dated as of December 2, 2003 between CIBER, Inc., a Delaware corporation (the "Company") and Wachovia Capital Markets, LLC, acting as representative for the several initial purchasers (the "Initial Purchasers") named in Schedule I to the Purchase Agreement dated November 25, 2003 (the "Purchase Agreement"), between the Company and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement.

RECITAL
Employment Agreement • September 24th, 1999 • Ciber Inc • Services-computer programming services • Colorado
RECITAL
Employment Agreement • September 24th, 1999 • Ciber Inc • Services-computer programming services • Colorado
GUARANTY AND SECURITY AGREEMENT
Guaranty and Security Agreement • May 8th, 2012 • Ciber Inc • Services-computer programming services • New York

This GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of May 7, 2012, among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and WELLS FARGO BANK, N.A., a national banking association (“Wells Fargo”), in its capacity as administrative agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).

EXECUTION VERSION AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION
Agreement and Plan of Reorganization and Liquidation • July 1st, 1999 • Ciber Inc • Services-computer programming services • Colorado
EMPLOYMENT AND CONFIDENTIALITY AGREEMENT (Senior Vice Presidents)
Employment Agreement • May 10th, 2016 • Ciber Inc • Services-computer programming services
RECITAL
Employment Agreement • September 24th, 1999 • Ciber Inc • Services-computer programming services • Colorado
AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT BY AND BETWEEN CIBER, INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION August 15, 2003
Credit and Security Agreement • August 20th, 2003 • Ciber Inc • Services-computer programming services • Colorado

WHEREAS, the Borrower and the Lender have entered into a Loan and Security Agreement dated as of September 26, 2001, as amended by a First Modification to Loan and Security Agreement dated as of December 31, 2001, a letter amendment to the Loan and Security Agreement dated as of March 12, 2002, a Third Amendment to Loan and Security Agreement dated as of May 6, 2002, a letter amendment to the Loan and Security Agreement dated as of August 2, 2002, an Amendment to Loan and Security Agreement dated as of November 8, 2002, a Sixth Amendment to Loan and Security Agreement dated as of December 15, 2002 and a Seventh Amendment to Loan and Security Agreement dated as of May 9, 2003 (as so amended, the “Former Credit Agreement”); and

UNSECURED CREDIT AGREEMENT
Unsecured Credit Agreement • November 7th, 2000 • Ciber Inc • Services-computer programming services • Colorado
FIRST AMENDED AND RESTATED RIGHTS AGREEMENT CIBER, INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION AS RIGHTS AGENT DATED AS OF MAY 2, 2008
Rights Agreement • May 2nd, 2008 • Ciber Inc • Services-computer programming services • Delaware

This FIRST AMENDED AND RESTATED RIGHTS AGREEMENT (the “Agreement”), dated as of May 2, 2008, between CIBER, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, a national banking association, as Rights Agent (the “Rights Agent”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 2nd, 2007 • Ciber Inc • Services-computer programming services • Colorado

EMPLOYEE’S EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of October 31, 2007, by and between CIBER, Inc., a Delaware corporation (together with its affiliates, the “Company”) and Peter Cheesbrough (“Employee”).

AGILERA.COM, INC.
Stockholder and Voting Agreement • March 30th, 2000 • Ciber Inc • Services-computer programming services • Delaware
BY AND AMONG CIBER, INC.,
Agreement and Plan of Merger • June 27th, 2001 • Ciber Inc • Services-computer programming services • Colorado
RECITAL
Employment Agreement • March 23rd, 2001 • Ciber Inc • Services-computer programming services • Colorado
EXHIBIT 10.1 UNSECURED CREDIT AGREEMENT
Unsecured Credit Agreement • February 10th, 1999 • Ciber Inc • Services-computer programming services • Colorado
DAVID PETERSCHMIDT EMPLOYMENT AGREEMENT
Employment Agreement • April 29th, 2014 • Ciber Inc • Services-computer programming services • Colorado

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of March 25, 2014 by and between CIBER, INC., a Delaware corporation (the “Company”), and DAVID PETERSCHMIDT (the “Executive”).

AGREEMENT AND PLAN OF MERGER BY AND AMONG CIBER, INC., CIBER ACQUISITION CORPORATION AND ALPHANET SOLUTIONS, INC.
Merger Agreement • May 1st, 2003 • Ciber Inc • Services-computer programming services • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as of April 21, 2003, by and among CIBER, INC., a Delaware corporation ("CIBER"), CIBER ACQUISITION CORPORATION, a New Jersey corporation and wholly owned subsidiary of CIBER ("CIBER SUB"), and ALPHANET SOLUTIONS, INC., a New Jersey corporation ("ALPHANET").

EMPLOYMENT AGREEMENT
Employment Agreement • February 18th, 2016 • Ciber Inc • Services-computer programming services • Colorado

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of the 21st day of December, 2015, by and between CIBER, INC., a Delaware corporation (the “Company”), and MICHAEL BOUSTRIDGE (the “Executive”).

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VOTING AND OPTION AGREEMENT DATED AS OF OCTOBER 24, 2003 BETWEEN CIBER, INC. AND AND AND JEFFREY COBB VOTING AND OPTION AGREEMENT
Voting and Option Agreement • November 5th, 2003 • Ciber Inc • Services-computer programming services • Tennessee

VOTING AND OPTION AGREEMENT, dated as of October 24, 2003, between CIBER, INC., a Delaware corporation ("CIBER"), and the persons listed on signature pages hereof (each, a "Shareholder" and, collectively, the "Shareholders").

STOCKHOLDER AGREEMENT
Stockholder Agreement • April 2nd, 2015 • Ciber Inc • Services-computer programming services • Delaware

This STOCKHOLDER AGREEMENT (this “Agreement”) is made and entered into as of March 29, 2015, by and between CIBER, Inc., a Delaware corporation (the “Company”), and Bobby G. Stevenson, the 1989 Bobby G. Stevenson Revocable Trust, the Bobby G. Stevenson Revocable Trust, and the Dixie Foundation (together with their affiliates and associates, the “Stockholder Group”). The Stockholder Group and the Company are each referred to herein as a “Party” and collectively, as the “Parties.”

REVISED OCTOBER 29, 1990 MASTER AGREEMENT AMONG UNDERWRITERS
Master Agreement • December 12th, 1996 • Ciber Inc • Services-computer programming services • New York
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG CIBER, INC., CIBER ACQUISITION CORPORATION AND ALPHANET SOLUTIONS, INC.
Agreement and Plan of Merger • May 14th, 2003 • Ciber Inc • Services-computer programming services • Delaware

THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of April 21, 2003, by and among CIBER, INC., a Delaware corporation ("CIBER"), CIBER ACQUISITION CORPORATION, a New Jersey corporation and wholly owned subsidiary of CIBER ("CIBER SUB"), and ALPHANET SOLUTIONS, INC., a New Jersey corporation ("ALPHANET").

RECITAL
Employment Agreement • March 23rd, 2001 • Ciber Inc • Services-computer programming services • Colorado
VOTING AND OPTION AGREEMENT DATED AS OF APRIL 21, 2003 BETWEEN CIBER, INC. AND STAN GANG AND FALLEN ANGEL EQUITY FUND, L.P.
Voting and Option Agreement • May 1st, 2003 • Ciber Inc • Services-computer programming services • New Jersey

VOTING AND OPTION AGREEMENT, dated as of April 21, 2003, between CIBER, INC., a Delaware corporation ("CIBER"), and the persons listed on signature pages hereof (each, a "Stockholder" and, collectively, the "Stockholders").

DATED OCTOBER 27 2016 FAUNUS GROUP INTERNATIONAL, INC. (1) and CIBER UK LTD (2) RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • November 9th, 2016 • Ciber Inc • Services-computer programming services
CIBER, INC.
Registration Agreement • January 22nd, 1998 • Ciber Inc • Services-computer programming services • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 20, 2009 among CIBER, INC., A DELAWARE CORPORATION as Borrower, THE SUBSIDIARIES OF BORROWER PARTY HERETO, as Subsidiary Guarantors, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, BANK OF...
Credit Agreement • August 20th, 2009 • Ciber Inc • Services-computer programming services • New York

This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 20, 2009, is among CIBER, INC., a Delaware corporation (“Borrower”), Subsidiary Guarantors party hereto, the several financial institutions party to this Agreement in their capacity as lenders hereunder (the “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent, Swing Line Lender and L/C Issuer.

AGREEMENT AND PLAN OF MERGER BY AND AMONG CIBER, INC., DAPHNE ACQUISITION CORPORATION AND SCB COMPUTER TECHNOLOGY, INC.
Merger Agreement • November 5th, 2003 • Ciber Inc • Services-computer programming services • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as of October 24, 2003, by and among CIBER, INC., a Delaware corporation ("CIBER"), DAPHNE ACQUISITION CORPORATION, a Tennessee corporation and a wholly owned subsidiary of CIBER ("CIBER SUB"), and SCB COMPUTER TECHNOLOGY, INC., a Tennessee corporation ("SCB").

AMENDED AND RESTATED 2004 INCENTIVE PLAN GLOBAL PERFORMANCE STOCK UNIT AGREEMENT
Global Performance Stock Unit Agreement • February 18th, 2016 • Ciber Inc • Services-computer programming services • Delaware

Form of Settlement. Notwithstanding any discretion contained in the Plan or anything to the contrary in the Award Agreement, the PSUs granted hereunder may be settled in Shares only.

ASSET PURCHASE AGREEMENT Dated as of May 17, 2017 by and between HTC GLOBAL VENTURES, LLC as Purchaser, and CIBER, INC., as Seller
Asset Purchase Agreement • May 19th, 2017 • Ciber Inc • Services-computer programming services • New York

This Asset Purchase Agreement (this “Agreement”), dated as of May 17, 2017 (the “Agreement Date”), is by and between HTC Global Ventures, LLC, a Michigan limited liability corporation (“Purchaser”), and Ciber, Inc., a Delaware corporation (“Seller”). Purchaser and Seller are collectively referred to herein as the “Parties” and individually as a “Party”. For the purposes of this Agreement, capitalized terms used herein shall have the meanings set forth herein or in Article X.

CONSENT TO SALE AND SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • January 23rd, 2012 • Ciber Inc • Services-computer programming services • New York

This CONSENT TO SALE AND SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 21, 2012 (this “Agreement”) is entered into among CIBER, Inc., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders party hereto and Bank of America, N.A., as 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).

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