0001047469-07-004857 Sample Contracts

SUPPORT AGREEMENT
Support Agreement • June 8th, 2007 • DG FastChannel, Inc • Services-business services, nec • California

This SUPPORT AGREEMENT (this "Agreement"), dated April 16, 2007, is by and between DG FastChannel, Inc., a Delaware Corporation (the "Purchaser"), and Haig S. Bagerdjian (the "Stockholder"), a stockholder of POINT.360, a California corporation (the "Company"). All capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Merger Agreement (as defined below).

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FORM OF NONCOMPETITION AGREEMENT
Noncompetition Agreement • June 8th, 2007 • DG FastChannel, Inc • Services-business services, nec • California

This NONCOMPETITION AGREEMENT (this "Agreement"), dated as of [ ], 2007, is by and between DG FastChannel, Inc., a Delaware Corporation (the "Purchaser"), and New 360, a California corporation (the "PPB Sub"). All capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Merger Agreement (as defined below).

FORM OF OFFICER CONFIDENTIALITY AGREEMENT
Confidentiality Agreement • June 8th, 2007 • DG FastChannel, Inc • Services-business services, nec • California

This Confidentiality Agreement (this "Agreement"), dated as of [ ], 2007, is by and among DG FastChannel, Inc., a Delaware corporation (the "Purchaser"), Haig S. Bagerdjian, and Alan R. Steel. All capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Merger Agreement (as defined below).

FORM OF WORKING CAPITAL RECONCILIATION AGREEMENT
Working Capital Reconciliation Agreement • June 8th, 2007 • DG FastChannel, Inc • Services-business services, nec • California

This WORKING CAPITAL RECONCILIATION AGREEMENT (this "Agreement"), dated as of [ ], 2007, is by and among DG FastChannel, Inc., a Delaware corporation (the "Purchaser"), POINT.360, a California corporation (the "Company"), and New 360, a California corporation and a wholly-owned subsidiary of the Company (the "PPB Sub"). All capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Merger Agreement (as defined below).

FORM OF INDEMNIFICATION AND TAX MATTERS AGREEMENT
Indemnification and Tax Matters Agreement • June 8th, 2007 • DG FastChannel, Inc • Services-business services, nec • California

This INDEMNIFICATION AND TAX MATTERS AGREEMENT (this "Agreement"), dated as of [ ], 2007, is by and between DG FastChannel, Inc., a Delaware corporation (the "Purchaser"), and New 360, a California corporation (the "PPB Sub"). All capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Merger Agreement (as defined below).

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