0000950123-06-011437 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • September 11th, 2006 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine • Alabama

THIS STOCK PURCHASE AGREEMENT (together with the Schedules referenced herein and attached hereto, the “Agreement”), dated as of September 8, 2006, is by and among (i) Orion HealthCorp Inc., a Delaware corporation or its designee (“Buyer”), (ii) On Line Alternatives, Inc., an Alabama corporation (“OL Alternatives”); (iii) On Line Payroll Services, Inc., an Alabama corporation (“OL Payroll” and OL Alternatives, each a “Company” and collectively, the “Companies”) and (iv) the shareholders of OL Alternatives and OL Payroll (each a “Shareholder” and collectively, the “Shareholders”).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • September 11th, 2006 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine • New York

THIS STOCK PURCHASE AGREEMENT (“Agreement”), dated as of the 8th day of September, 2006, is made and entered into on the terms and conditions hereinafter set forth, by and among ORION HEALTHCORP, INC., a Delaware corporation (the “Company”), PHOENIX LIFE INSURANCE COMPANY, a New York corporation (“Phoenix”) and BRANTLEY PARTNERS IV, L.P., a Delaware limited partnership (“Brantley” and together with Phoenix, “Investors”).

PURCHASE AGREEMENT
Purchase Agreement • September 11th, 2006 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine • New York

THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 8th day of September, 2006, by and between Orion HealthCorp, Inc., a Delaware corporation (the “Corporation”), and Brantley Capital Corporation, a Maryland corporation and a stockholder of the Corporation (the “Seller”).

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • September 11th, 2006 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine • New York

THIS NOTE PURCHASE AGREEMENT (“Agreement”), dated as of the 8th day of September, 2006, is made and entered into on the terms and conditions hereinafter set forth, by and between ORION HEALTHCORP, INC., a Delaware corporation (the “Company”), and PHOENIX LIFE INSURANCE COMPANY, a New York corporation (“Investor”).

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