0001181431-07-022018 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 29th, 2007 • Delphax Technologies Inc • Printing trades machinery & equipment • Minnesota

This REGISTRATION RIGHTS AGREEMENT, dated as of March 26, 2007 (this "Agreement"), is made by and among Delphax Technologies Inc., a Minnesota corporation, with headquarters located at 6100 West 110th Street, Bloomington, Minnesota 55438 (the "Company"), and the investors named on the signature pages hereto (the "Investors").

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Subordination Agreement • March 29th, 2007 • Delphax Technologies Inc • Printing trades machinery & equipment • Minnesota

This instrument and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in those certain Subordination Agreements (collectively, the "Subordination Agreements") dated as of March 26, 2007, by and among (A) Whitebox Delphax, Ltd., Whitebox Convertible Arbitrage Partners, LLC and Pandora Select Partners, L.P., Delphax Technologies Inc. ("Guarantor"), and LaSalle Business Credit, LLC ("LaSalle"), to the indebtedness (including interest) owed by Guarantor pursuant to that certain Loan and Security Agreement dated as of February 4, 2004 between Guarantor and LaSalle, as such Loan and Security Agreement has been and hereafter may be amended, supplemented or otherwise modified from time to time and (B) Whitebox Delphax, Ltd., Delphax Technologies Canada Limited ("Delphax Canada"), Investor and ABN AMRO Bank N.V., Canada Branch ("LaSalle Canada"), to the indebtedness (including interest) owed by Delphax Canada pursuant to that certain Credit Ag

VOTING AGREEMENT
Voting Agreement • March 29th, 2007 • Delphax Technologies Inc • Printing trades machinery & equipment • Minnesota

This Agreement is made as of March 16, 2007 by and among Fred H. Brenner, a Pennsylvania resident ("Stockholder") and Delphax Technologies Inc., a Minnesota corporation ("Delphax").

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT BY AND AMONG DELPHAX TECHNOLOGIES INC. TATE CAPITAL AND PARTNERS FUND, LLC DATED FEBRUARY 4, 2004
Securities Purchase Agreement • March 29th, 2007 • Delphax Technologies Inc • Printing trades machinery & equipment • Minnesota

This First Amendment (the "Amendment") to the Securities Purchase Agreement by and Among Delphax Technologies Inc. ("Delphax") and Tate Capital Partners Fund, LLC ('Tate") (the "Securities Purchase Agreement") is made as of this 26th day of March 2007 by and among Delphax, Pandora Select Partners, L.P. ("Pandora") and Whitebox Convertible Arbitrage Partners, LLC ("CAP"). Capitalized terms used but not defined in this Amendment shall have the meaning set forth in the Securities Purchase Agreement.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 29th, 2007 • Delphax Technologies Inc • Printing trades machinery & equipment • Minnesota

This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of March 26, 2007 is made by and among Delphax Technologies Inc., a Minnesota corporation, with headquarters located at 6100 West 110th Street, Bloomington, Minnesota 55438 ("Delphax"), Delphax Technologies Canada Limited, a corporation duly incorporated under the laws of the province of Ontario, with headquarters located at 5030 Timberlea Blvd., Mississauga, Ontario Canada L4W 2S5 ("Delphax Canada") and the investors named on the signature pages hereto, together with their permitted transferees (the "Investors"). Delphax and Delphax Canada are collectively called the "Companies" and individually called a "Company".

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