0001193125-06-190146 Sample Contracts

STOCK CONTRIBUTION AGREEMENT Teletouch Communications, Inc. / TLL Partners, LLC
Stock Contribution Agreement • September 13th, 2006 • Teletouch Communications Inc • Radiotelephone communications • Texas

This STOCK CONTRIBUTION AGREEMENT (this “Agreement”), is entered into as of the 11th day of August, 2006, by and between Teletouch Communications, Inc., a Delaware corporation (“Acquiror”), and TLL Partners, LLC, a Delaware limited liability company (“Contributor”).

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First Amendment to the Asset Purchase Agreement
Asset Purchase Agreement • September 13th, 2006 • Teletouch Communications Inc • Radiotelephone communications

This First Amendment to the Asset Purchase Agreement (this “Amendment”) is made effective as of the 30th day of December, 2005 by and between Teletouch Communications, Inc. (the “Seller”) and Teletouch Paging, LP (the “Buyer”). Capitalized terms not defined in this Amendment shall have the meanings set forth in the Agreement (as defined below).

MANAGEMENT AGREEMENT
Management Agreement • September 13th, 2006 • Teletouch Communications Inc • Radiotelephone communications • Texas

THIS AGREEMENT, made this 31st day of August, 2005, by and between Teletouch Communications, Inc., a corporation organized under the laws of the State of Delaware and Teletouch Licenses, Inc., a corporation organized under the laws of the State of Delaware, with their principal place of business at 1913 Deerbrook Drive, Tyler, Texas 75703 (collectively, hereinafter referred to as “Carrier”), and Teletouch Paging, LP, a limited partnership organized under the laws of the State of Texas with its principal place of business at 7471 Benbrook Parkway, Benbrook, Texas 76126 (hereinafter referred to as “Agent”),

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 13th, 2006 • Teletouch Communications Inc • Radiotelephone communications • Texas

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is being entered into on August 24, 2006, to be effective as of August 11, 2006, between Teletouch Communications, Inc., a Delaware corporation (the “Registrant”), Stratford Capital Partners, L.P., a Delaware limited partnership (“Stratford”), and Retail & Restaurant Growth Capital, L.P., a Delaware limited partnership (“RRGC”).

GENERAL SECURITY AGREEMENT
General Security Agreement • September 13th, 2006 • Teletouch Communications Inc • Radiotelephone communications • Texas

SECURITY AGREEMENT, dated as of August 14, 2006, between TELETOUCH PAGING, LP, a Texas Limited Partnership (“TLP”) (the “Obligor”) and TELETOUCH COMMUNICATIONS, INC., a Delaware corporation (“Teletouch” or the “Secured Party”);

Second Amendment to the Asset Purchase Agreement
Asset Purchase Agreement • September 13th, 2006 • Teletouch Communications Inc • Radiotelephone communications

This Second Amendment to the Asset Purchase Agreement (this “Amendment”) is made effective as of the 31st day of March, 2006 by and between Teletouch Communications, Inc. (the “Seller”) and Teletouch Paging, LP (the “Buyer”). Capitalized terms not defined in this Amendment shall have the meanings set forth in the Agreement (as defined below).

GUARANTY AGREEMENT
Guaranty Agreement • September 13th, 2006 • Teletouch Communications Inc • Radiotelephone communications • Texas

This GUARANTY AGREEMENT (the “Agreement”), dated August 14, 2006, is executed and delivered by ROBERT ALBRITTON, an individual (“Albritton”) (the “Guarantor”), in favor of TELETOUCH COMMUNICATIONS, INC., a Delaware corporation (“Teletouch”).

TRANSACTION PARTY AGREEMENT
Transaction Party Agreement • September 13th, 2006 • Teletouch Communications Inc • Radiotelephone communications • New York

THIS AGREEMENT (this “Agreement”) is made as of August 11, 2006 among Progressive Concepts, Inc. (“PCI”), a Texas corporation and Teletouch Communications, Inc. (“Teletouch,” and, with PCI, the “Teletouch Entities”), on one hand, and Fortress Credit Corp. (“Fortress”), a Delaware corporation, as agent (“the Agent”) for the Lenders (as hereinafter defined), and as a Lender, on the other.

First Amendment to the Management Agreement
Management Agreement • September 13th, 2006 • Teletouch Communications Inc • Radiotelephone communications

This First Amendment to the Management Agreement (this “Amendment”) is made effective as of the 31st day of March, 2006 by and among Teletouch Communications, Inc. and Teletouch Licenses, Inc., on the one hand (collectively, the “Seller”), and Teletouch Paging, LP (the “Buyer”), on the other hand. Capitalized terms not defined in this Amendment shall have the meanings set forth in the Agreement (as defined below).

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