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Agreement and Plan of Merger
Agreement and Plan of Merger (134K)
Doc #436053: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of April
4, 2005, is entered into by and among John H. Harland Company, a Georgia
corporation ("Buyer"), Justice Acquisition Corporation, a Minnesota corporation
and wholly-owned subsidiary of Buyer ("Sub"), Liberty Enterprises, Inc., a
Minnesota corporation (the "Company"), the shareholders of the Company listed on
the signature page hereto (the "Controlling Shareholders") and David L. Copham
solely in the . . .
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Bank One
As referenced in this Agreement and Plan of Merger:
Bank One, NA – more than
the Closing estimate, the Shareholders' Representative will pay to Buyer the
under-estimate from the Escrow Fund. "Indebtedness for Borrowed Money" shall
mean (i) the amount owed to Bank One, NA (successor by merger to Bank One,
Wisconsin) as of the Closing Date pursuant to that certain Credit and Term Loan
Agreement dated as of August 28, 2000, as amended, _____________
Bank One, NA – successor by merger to Bank One,
Wisconsin) as of the Closing Date pursuant to that certain Credit and Term Loan
Agreement dated as of August 28, 2000, as amended, between Bank One, NA and the
Company, and (ii) any other indebtedness for borrowed money of the Company as of
the Closing Date all of which is set forth on Schedule 2.1( _____________
dt 1374082
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Wachovia Capital
As referenced in this Agreement and Plan of Merger:
Wachovia Capital
Markets, LLC – to, any Governmental Entity, other
than those required by the HSR Act.
Section 4.5. Brokers. No broker, finder or investment
banker, other than Lane, Berry & Co. International, LLC and Wachovia Capital
Markets, LLC , is entitled to any fee or commission in connection with this
Agreement or the transactions contemplated hereby based upon arrangements made
by or on behalf of Buyer or Sub.
_____________
dt 1485281
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Subscribers | 2000 |
Agreement and Plan of Merger
Agreement and Plan of Merger (183K)
Doc #436520: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
AMONG
JOHN H. HARLAND COMPANY,
JH ACQUISITION CORP.
AND
CONCENTREX INCORPORATED
DATED AS OF JULY 17, 2000
-------------------------------------------------------------------------------
AGREEMENT AND PLAN OF MERGER
Table of Contents
THE OFFER AND MERGER
Section . . .
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Citibank
As referenced in this Agreement and Plan of Merger:
Citibank, N.A. – or other legal action, taken to collect
payment, together with
34
{PAGE} 35
interest on the amount of any unpaid fee or obligation at the publicly announced
prime rate of Citibank, N.A. in effect from time to time from the date such fee
or obligation was required to be paid.
Section 7.3. Amendments. This Agreement may not be amended except _____________
dt 1478540
;
Ableco Finance
As referenced in this Agreement and Plan of Merger:
Ableco Finance LLC – outstanding debt obligations of the
Company or any of its Subsidiaries under the Financing Agreement dated as of
August 13, 1999 by and among the Company, Foothill Capital Corporation and
Ableco Finance LLC (and the related agreements) shall have exercised any
remedies which result in the transfer, seizure or blockage of any collateral
arising out of a default under such agreement (or _____________
dt 1338085
;
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Citibank
As referenced in this Agreement and Plan of Merger:
Citibank, N.A. – or other legal action, taken to collect
payment, together with
34
{PAGE} 35
interest on the amount of any unpaid fee or obligation at the publicly announced
prime rate of Citibank, N.A. in effect from time to time from the date such fee
or obligation was required to be paid.
Section 7.3. Amendments. This Agreement may not be amended except _____________
dt 1478540
;
King & Spalding
As referenced in this Agreement and Plan of Merger:
King & Spalding, – Merger becomes effective, the "Effective Time"). On the date of such filing, a
closing (the "Closing") shall be held at 10:00 a.m., Pacific Time, at the
offices of King & Spalding, 191 Peachtree Street, Atlanta, Georgia 30303, or at
such other time and location as the parties hereto shall otherwise agree.
Section 1.5. Effect of the Merger. At the _____________
King & Spalding
– Section
8.13:
If to Parent or Sub: John H. Harland Company
2939 Miller Road
Decatur, Georgia 30035
Telecopier: (770) 593-5619
Attention: John C. Walters
with a copy to: King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303
Telecopier: (404) 572-5100
Attention: Alan J. Prince
Mark E. Thompson
If to the Company: Concentrex Incorporated
400 SW Sixth Avenue, Suite 200
_____________
dt 1363578
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Subscribers | 2005 |
Asset Purchase Agreement
Asset Purchase Agreement (121K)
Doc #436022: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of June 10,
2005, is entered into by and among John H. Harland Company, a Georgia
corporation ("Buyer"), Justice Acquisition Corporation, a Minnesota corporation
and wholly-owned subsidiary of Buyer ("Sub"), Liberty Enterprises, Inc., a
Minnesota corporation (the "Company"), and the shareholders of the Company
listed on the signature page hereto (the "Controlling Shareholders").
W I T N E . . .
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Bank One
As referenced in this Asset Purchase Agreement:
Bank One, NA – terms and conditions of
this Agreement, Sub will not assume the following liabilities (the "Excluded
Liabilities"):
{PAGE}
(a) all "Indebtedness for Borrowed Money," which means (i) the amount owed
to Bank One, NA (successor by merger to Bank One, Wisconsin) as of the Closing
Date pursuant to that certain Credit and Term Loan Agreement dated as of August
28, 2000, as amended, _____________
Bank One, NA – successor by merger to Bank One, Wisconsin) as of the Closing
Date pursuant to that certain Credit and Term Loan Agreement dated as of August
28, 2000, as amended, between Bank One, NA and the Company, nor will such
agreements be assigned to Sub in connection with the Purchase, and (ii) any
other indebtedness for borrowed money of the Company as of _____________
dt 1374081
;
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Wachovia Capital
As referenced in this Asset Purchase Agreement:
Wachovia Capital Markets, LLC – to, any Governmental Entity, other than those
required by the HSR Act.
Section 3.5. Brokers. No broker, finder or investment banker, other than
Lane, Berry & Co. International, LLC and Wachovia Capital Markets, LLC , is
entitled to any fee or commission in connection with this Agreement or the
transactions contemplated hereby based upon arrangements made by or on behalf of
Buyer or Sub.
_____________
dt 1485280
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Subscribers | 2000 | | |
Sutherland
As referenced in this Asset Purchase Agreement:
Sutherland Asbill – hereby (other than in respect of the Initial Closing)
(the "SECOND CLOSING") shall take place at 10:00 a.m., local time, on
November 10, 2000, at the offices of Sutherland Asbill & Brennan LLP,
999 Peachtree Street, N.E., Atlanta, Georgia 30309, or at such other
time, date or place as the Parties agree (the "SECOND CLOSING DATE").
For accounting purposes _____________
dt 1529049
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| Subscribers | 2005 |
Code of Business Conduct and Ethics
Code of Business Conduct and Ethics (64K)
Doc #436065: This document is immediately available for purchase, but does not have a preview available for viewing.
436065
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| Subscribers | 2004 |
Code of Business Conduct and Ethics
Code of Business Conduct and Ethics (64K)
Doc #436155: This document is immediately available for purchase, but does not have a preview available for viewing.
436155
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| Subscribers | 2002 | | | |
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| Subscribers | 2007 |
Compensation Plan for Non-Employee Directors
Compensation Plan for Non-Employee Directors (16K)
Doc #2754981: This document is immediately available for purchase, but does not have a preview available for viewing.
2754981
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Subscribers | 2000 |
Deferred Compensation Plan Trust
Deferred Compensation Plan Trust (35K)
Doc #436427: Click preview link for longer preview.
JOHN H. HARLAND COMPANY
DEFERRED COMPENSATION PLAN TRUST
(a) This Agreement made this 30TH day of November, 2000, by and between
JOHN H. HARLAND COMPANY (the "Company") and AMERICAN EXPRESS TRUST COMPANY (the
"Trustee");
(b) WHEREAS, the Company has adopted the John H. Harland Company Deferred
Compensation Plan (the "Plan") for its employees and the employees of certain of
its subsidiaries (each a "Participating Subsidiary") who are eligible for
benefits under the Plan;
(c) . . .
436427
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Deferred Compensation Plan
Deferred Compensation Plan (29K)
Doc #436426: Click preview link for longer preview.
PAGE
ARTICLE I ................................................................................ 1
DEFINITIONS .............................................................................. 1
Section 1.1. Account ........................................................... 1
Section 1.2. Beneficiary ....................................................... 1
. . .
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Subscribers | 2004 |
Employee Stock Purchase Plan
Employee Stock Purchase Plan (22K)
Doc #436153: Click preview link for longer preview.
JOHN H. HARLAND COMPANY
EMPLOYEE STOCK PURCHASE PLAN
(AS AMENDED THROUGH JULY 24, 2003)
1. PURPOSE
This document amends and restates the John H. Harland Company Employee
Stock Purchase Plan (the "Plan") effective for offerings beginning on or after
April 1, 1996. The Plan is intended as an incentive and to encourage stock
ownership by all employees of John H. Harland Company (the "Company") and
(subject to the conditions hereinafter set forth) of its Subsidiaries, so . . .
436153
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Subscribers | 2001 |
Employee Stock Purchase Plan
Employee Stock Purchase Plan (23K)
Doc #436373: Click preview link for longer preview.
JOHN H. HARLAND COMPANY
EMPLOYEE STOCK PURCHASE PLAN
(AS AMENDED THROUGH DECEMBER 14, 2000)
1. PURPOSE
This document amends and restates the John H. Harland Company Employee
Stock Purchase Plan (the "Plan") effective for offerings beginning on or after
April 1, 1996. The Plan is intended as an incentive and to encourage stock
ownership by all employees of John H. Harland Company (the "Company") and
(subject to the conditions hereinafter set forth) of its . . .
436373
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Subscribers | 2003 |
Employment Agreement
Employment Agreement (22K)
Doc #436223: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of December 2, 2002, between John H. Harland
Company (the "Company") and John T. Heald, Jr. ("Employee").
In consideration of the Company's employment of Employee and the mutual
terms and conditions set forth below, the Company and Employee, intending to be
legally bound, hereby agree as follows:
Section 1. Employment. Subject to the terms and conditions contained
herein, the Company hereby employs Employee as President of its Printed Products
Division and . . .
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Subscribers | 2002 |
Employment Agreement
Employment Agreement (22K)
Doc #436283: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of September 24, 2001, between John
H. Harland Company (the "Company") and Darryl W. Jackson ("Employee").
In consideration of the Company's employment of Employee and the mutual
terms and conditions set forth below, the Company and Employee, intending to be
legally bound, hereby agree as follows:
Section 1. Employment. Subject to the terms and conditions contained
herein, the Company hereby employs Employee and charges Employee with the
performance . . .
436283
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Subscribers | 2006 |
Employment Agreement
Employment Agreement (22K)
Doc #2630129: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of September 5, 2006, between John H.
Harland Company (the "Company") and Philip A. Theodore ("Employee").
In consideration of the Company's employment of Employee and the mutual
terms and conditions set forth below, the Company and Employee, intending to be
legally bound, hereby agree as follows:
Section 1. Employment. Subject to the terms and conditions contained
herein, the Company hereby employs Employee as Senior Vice President and . . .
2630129
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Subscribers | 2000 |
Indemnity, Subrogation and Contribution Agreement
Indemnity, Subrogation and Contribution Agreement (15K)
Doc #436457: Click preview link for longer preview.
INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT
INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT dated as of August
23, 2000, among John H. Harland Company, a Georgia corporation (the "BORROWER"),
each Subsidiary a signatory hereto (the "GUARANTORS"), and SUNTRUST BANK, a
Georgia banking corporation, as administrative agent (in such capacity, the
"ADMINISTRATIVE Agent") for the Lenders (as defined in the Credit Agreement
referred to below).
Reference is made to (a) the Revolving Credit Agreement dated
as of . . .
436457
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Subscribers | 2002 |
Purchase Agreement
Purchase Agreement (26K)
Doc #2445207: Click preview link for longer preview.
PURCHASE AGREEMENT
CONFIDENTIAL
THIS AGREEMENT, made and entered into this _____ day of _______________ , 2001 ,
by and between JOHN H. HARLAND COMPANY (hereinafter "Harland") and the American
AAdvantage Mileage Funds (hereinafter "Buyer").
WHEREAS, the parties are desirous of having Harland become Buyer's primary
supplier of checks and other related services.
NOW, THEREFORE, in consideration of the mutual covenants and premises contained
herein, the parties hereto agree as follows:
1. TERM
1.1 . . .
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John H. Harland
As referenced in this Purchase Agreement:
JOHN H. HARLAND CO
– {DOCUMENT}
{TYPE}EX-99.H(V)
{SEQUENCE}4
{FILENAME}d94641ex99-hv.txt
{DESCRIPTION}PURCHASE AGREEMENT WITH JOHN H. HARLAND CO
{TEXT}
{PAGE}
EXHIBIT 99.h(v)
PURCHASE AGREEMENT
CONFIDENTIAL
THIS AGREEMENT, made and entered into this _____ day of _______________ , 2001 ,
by and between JOHN H. HARLAND COMPANY (hereinafter " _____________
dt 1564900
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