0000950134-06-021512 Sample Contracts

AMENDED AND RESTATED WARRANT CLARIFICATION AGREEMENT
Warrant Clarification Agreement • November 14th, 2006 • Great Wall Acquisition Corp • Blank checks • New York

This Warrant Clarification Agreement (this “Agreement”), dated November 10, 2006, is to the Warrant Agreement, dated as of March 23, 2004 (the “Warrant Agreement”), by and between Great Wall Acquisition Corporation, a Delaware corporation, with offices at 660 Madison Avenue, 15th Floor, New York, New York 10021 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).

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UNIT PURCHASE OPTION CLARIFICATION AGREEMENT
Unit Purchase Option Clarification Agreement • November 14th, 2006 • Great Wall Acquisition Corp • Blank checks • New York

This Unit Purchase Option Clarification Agreement (this “Agreement”), dated November 6, 2006 is to amend the Unit Purchase Option, dated as of March 23, 2004 (the “Option”), issued by Great Wall Acquisition Corporation, a Delaware corporation, with offices at 660 Madison Avenue, 15th Floor, New York, New York 10021 (“Company”), to Broadband Capital Management LLC, with offices at 712 Fifth Avenue, 49th Floor, New York, New York 10019 (“Option Holder”).

TECHNICAL SERVICES AGREEMENT By and Among CHINACAST TECHNOLOGY (SHANGHAI) LIMITED THE CCL SHAREHOLDERS and CHINACAST CO., LTD. Dated as of November 15, 2000
Technical Services Agreement • November 14th, 2006 • Great Wall Acquisition Corp • Blank checks • Beijing

This TECHNICAL SERVICES AGREEMENT (“Agreement”) is entered into as of November 15, 2000, by and among ChinaCast Technology (Shanghai) Limited, a wholly foreign-owned limited liability enterprise organized and existing under the laws of the People’s Republic of China (“PRC”) (“CCT Shanghai”); CHINACAST CO. LTD., a limited liability company organized and existing under the laws of the PRC (“CCL”); and BEIJING COL NETWORK TECHNOLOGY CO., LTD, a limited liability company organized and existing under the laws of the People’s Republic of China (“PRC”), (“Beijing Col”); SHENZHEN ZHONGXUN TENG INVESTMENT DEVELOPMENT CO., LTD., a limited liability company organized and existing under the laws of the PRC (“Shenzhen Zhongxun”); TIBET TIANTAI INVESTMENT MANAGEMENT CO., LTD., a limited liability company organized and existing under the laws of the PRC (“Tibet Tiantai”) (Beijing Col, Shenzhen Zhongxun and Tibet Tiantai are referred to collectively as the “CCL Shareholders”). CCL and CCT Shanghai are

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