0000923571-06-000004 Sample Contracts

STOCK PURCHASE AGREEMENT By and Among ATS ACQUISITION HOLDING CO. XPRESS HOLDINGS, INC. AND THE MANAGEMENT STOCKHOLDERS NAMED HEREIN Dated as of February 28, 2006
Stock Purchase Agreement • March 6th, 2006 • Us Xpress Enterprises Inc • Trucking (no local) • Delaware

THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of February 28, 2006, by and among ATS Acquisition Holding Co., a Delaware corporation (the "Company"), all management stockholders of the Company as identified on the signature page hereto (each a "Management Stockholder," and collectively the "Management Stockholders"), Xpress Holdings, Inc., a Nevada corporation (the "Investor"), and U.S. Xpress Enterprises, Inc., a Nevada corporation ("USX"). Each of the Company, the Management Stockholders, the Investor and USX are sometimes individually referred to herein as a "Party" and together as the "Parties."

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THIRD AMENDMENT TO REVOLVING CREDIT AND LETTER OF CREDIT LOAN AGREEMENT
Credit Loan Agreement • March 6th, 2006 • Us Xpress Enterprises Inc • Trucking (no local) • New York

THIS THIRD AMENDMENT TO REVOLVING CREDIT AND LETTER OF CREDIT LOAN AGREEMENT (this “Amendment”) is entered into this the 27th day of February, 2006 (effective February 28, 2006) by and between, U.S. XPRESS ENTERPRISES, INC., a Nevada corporation (the “Borrower”), and SUNTRUST BANK, BANK OF AMERICA, N.A., LASALLE BANK, NATIONAL ASSOCIATION, BRANCH BANKING AND TRUST COMPANY, NATIONAL CITY BANK, REGIONS FINANCIAL CORPORATION (collectively the “Lenders”), and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”).

STOCK PURCHASE AGREEMENT By and Among TRANSPORTATION INVESTMENTS INC. TRANSPORTATION ASSETS LEASING INC. TOTAL LOGISTICS INC. XPRESS HOLDINGS, INC. AND THE MANAGEMENT SHAREHOLDERS NAMED HEREIN Dated as of February 28, 2006
Stock Purchase Agreement • March 6th, 2006 • Us Xpress Enterprises Inc • Trucking (no local) • Mississippi

THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of February 28, 2006, by and among Transportation Investments Inc., a Mississippi corporation ("Transportation Investments"), Transportation Assets Leasing Inc., a Mississippi corporation ("Transportation Assets"), Total Logistics, Inc., a Mississippi corporation ("Total Logistics," and together with Transportation Investments and Transportation Assets, the "Total Companies"), all management shareholders of the Total Companies as identified on the signature page hereto (each a "Management Shareholder," and collectively the "Management Shareholders"), Xpress Holdings, Inc., a Nevada corporation (the "Investor"), and U.S. Xpress Enterprises, Inc., a Nevada corporation ("USX"). Each of the Total Companies, the Management Shareholders, the Investor and USX are sometimes individually referred to herein as a "Party" and together as the "Parties."

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