0000897101-11-001961 Sample Contracts

SHAREHOLDERS AGREEMENT
Shareholders Agreement • November 14th, 2011 • Intricon Corp • Electronic components & accessories • Minnesota

SHAREHOLDERS AGREEMENT made this 10th day of October, 2011 by and among (i) United Healthcare Services, Inc., a Minnesota corporation (together with its affiliates, “United”), (ii)IntriCon Corporation, a Pennsylvania corporation (“IntriCon”) and (iii) certain holders of Common Stock of IntriCon or options or warrants to acquire Common Stock of IntriCon whose names are stated under the heading “Holders” on the signature page hereto (the persons described in this clause (iii) being referred to collectively as the “Holders” and singularly as a “Holder”).

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SECOND AMENDMENT TO Loan AND SECURITY AGREEMENT AND LIMITED CONSENT
Loan and Security Agreement • November 14th, 2011 • Intricon Corp • Electronic components & accessories • Minnesota

THIS SECOND AMENDMENT TO Loan AND SECURITY AGREEMENT AND LIMITED CONSENT (this “Amendment”) is made and entered into as of August 12, 2011, by and among INTRICON CORPORATION, a Pennsylvania corporation, INTRICON, INC. (formerly known as Resistance Technology, Inc.), a Minnesota corporation, INTRICON TIBBETTS CORPORATION (formerly known as TI Acquisition Corporation), a Maine corporation, and INTRICON DATRIX CORPORATION (formerly known as Jon Barron, Inc.) (d/b/a Datrix), a California corporation (each, a “Borrower”; collectively, the “Borrowers”), and THE PRIVATEBANK AND TRUST COMPANY, an Illinois banking corporation (the “Bank”).

TERM NOTE
Intricon Corp • November 14th, 2011 • Electronic components & accessories

FOR VALUE RECEIVED, the undersigned, INTRICON CORPORATION, a Pennsylvania corporation, INTRICON, INC. (formerly known as Resistance Technology, Inc.), a Minnesota corporation, INTRICON TIBBETTS CORPORATION (formerly known as TI Acquisition Corporation), a Maine corporation, and INTRICON DATRIX CORPORATION (formerly known as Jon Barron, Inc.) (d/b/a Datrix), a California corporation (each a “Borrower” and collectively, the “Borrowers”), hereby JOINTLY AND SEVERALLY promise to pay to the order of THE PRIVATEBANK AND TRUST COMPANY, an Illinois state banking corporation (the “Bank”), the principal sum of FOUR MILLION AND NO/100 DOLLARS ($4,000,000.00), payable in periodic installments on the dates and in the amounts set forth in Loan Agreement (as hereinafter defined), with one final balloon payment on the Term Loan Maturity Date. The actual amount due and owing from time to time hereunder shall be evidenced by Bank’s records of receipts and disbursements with respect to the Term Loan, whi

AMENDED AND RESTATED SALE OR CHANGE OF CONTROL, EXCLUSIVITY AND NONCOMPETE AGREEMENT
Exclusivity and Noncompete Agreement • November 14th, 2011 • Intricon Corp • Electronic components & accessories • Minnesota

AMENDED AND RESTATED SALE OR CHANGE OF CONTROL, EXCLUSIVITY AND NONCOMPETE AGREEMENT (“Agreement”) made this 12th day of November, 2011 by and among United Healthcare Services, Inc., a Minnesota corporation (together with its affiliates, “United”) and (ii) IntriCon Corporation, a Pennsylvania corporation (“IntriCon”).

AMENDED AND RESTATED OFFICE/WAREHOUSE LEASE SECOND EXTENSION AGREEMENT
Office/Warehouse Lease Second Extension Agreement • November 14th, 2011 • Intricon Corp • Electronic components & accessories

This Second Extension Agreement made as of this 20th day of Oct, 2011, by and between Arden Partners I, L.L.P., a Minnesota limited liability partnership, (“Lessor”) and IntriCon, Inc., a Minnesota Corporation, and IntriCon Corporation, a Pennsylvania corporation (collectively “Lessee”).

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