American Dental Partners Inc Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 12th, 1997 • American Dental Partners Inc • Delaware
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EXHIBIT 10(T) AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF DECEMBER 4, 1998
Revolving Credit Agreement • March 9th, 1999 • American Dental Partners Inc • Services-misc health & allied services, nec • Massachusetts
BETWEEN
Services Agreement • March 23rd, 1998 • American Dental Partners Inc • Services-misc health & allied services, nec • Wisconsin
EXHIBIT 10(R) SERVICE AGREEMENT
Service Agreement • March 23rd, 1998 • American Dental Partners Inc • Services-misc health & allied services, nec • Minnesota
AMERICAN DENTAL PARTNERS, INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF
Common Stock Warrant Agreement • June 23rd, 2009 • American Dental Partners Inc • Services-misc health & allied services, nec • New York

This Common Stock Warrant Agreement (this “Agreement”), dated as of [ ], is entered into by and between American Dental Partners, Inc., a Delaware corporation (the “Company”) and [ ], a [corporation] [national banking association] organized and existing under the laws of [ ] and having a corporate trust office in [ ], as warrant agent (the “Warrant Agent”).

EXHIBIT 1 2,300,000 Shares AMERICAN DENTAL PARTNERS, INC. Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • December 31st, 1997 • American Dental Partners Inc • Services-misc health & allied services, nec • Maryland
AMONG
Asset Purchase Agreement • February 18th, 1999 • American Dental Partners Inc • Services-misc health & allied services, nec • Arizona
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Merger Agreement • November 12th, 1997 • American Dental Partners Inc • Wisconsin
AMONG
Asset Purchase Agreement • December 31st, 1997 • American Dental Partners Inc • Services-misc health & allied services, nec • Massachusetts
Exhibit 10(r) AMENDED AND RESTATED SERVICE AGREEMENT
Service Agreement • March 9th, 1999 • American Dental Partners Inc • Services-misc health & allied services, nec • Minnesota
EXHIBIT 2 ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • September 24th, 1999 • American Dental Partners Inc • Services-misc health & allied services, nec • Massachusetts
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2,260,000 Shares AMERICAN DENTAL PARTNERS, INC. COMMON STOCK ($.01 PAR VALUE) UNDERWRITING AGREEMENT
Underwriting Agreement • August 19th, 2009 • American Dental Partners Inc • Services-misc health & allied services, nec • New York

American Dental Partners, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Underwriter named in Schedule I hereto (the “Underwriter”) 2,260,000 shares of the Common Stock, ($.01 Par Value) of the Company (the “Firm Shares”).

CREDIT AGREEMENT dated as of May 7, 2010 among AMERICAN DENTAL PARTNERS, INC., as Borrower THE LENDING INSTITUTIONS NAMED HEREIN, as Lenders, and BANK OF AMERICA, N.A., as Administrative Agent, Letter of Credit Issuer and Swing Line Lender and BANC OF...
Credit Agreement • August 5th, 2010 • American Dental Partners Inc • Services-misc health & allied services, nec • New York

THIS CREDIT AGREEMENT is entered into as of May 7, 2010, among (a) AMERICAN DENTAL PARTNERS, INC., a Delaware corporation (the “Borrower”); (b) the Subsidiaries (as hereinafter defined) of the Borrower from time to time party hereto as Subsidiary Guarantors (as hereinafter defined); (c) the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”); (d) BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and as the Letter of Credit Issuer and the Swing Line Lender (as each such term is hereinafter defined); (e) BANC OF AMERICA SECURITIES LLC, RBS SECURITIES INC., and KEYBANK NATIONAL ASSOCIATION, as co-lead arrangers and co-book managers (collectively, in such capacities, the “Co-Lead Arrangers”); (f) WELLS FARGO BANK, NATIONAL ASSOCIATION and TD SECURITIES (USA) LLC, as co-documentation agents (collectively, in such capacity, the “Co-Documentation Agents”) and (g) RBS CITIZENS, N.A. and KEYBANK NATIONAL ASSOCIATI

PRELIMINARY STATEMENTS:
Credit Agreement • February 14th, 2012 • American Dental Partners Inc • Services-misc health & allied services, nec • New York
SECOND AMENDED AND RESTATED SERVICE AGREEMENT BETWEEN AMERICAN DENTAL PARTNERS OF WISCONSIN, LLC AND WISCONSIN DENTAL GROUP, S.C. Effective Date: October 24, 2011
Service Agreement • November 4th, 2011 • American Dental Partners Inc • Services-misc health & allied services, nec • Wisconsin

This Second Amended and Restated Service Agreement (the “Agreement”) is made effective October [__], 2011 (the “Effective Date”), between Wisconsin Dental Group, S.C., a Wisconsin service corporation, dba Forward Dental (“Provider”), and American Dental Partners of Wisconsin, LLC, a Delaware limited liability company (“Service Company”).

TERM LOAN AGREEMENT dated as of September 25, 2007 among AMERICAN DENTAL PARTNERS, INC., as Borrower THE LENDING INSTITUTIONS NAMED HEREIN, as Lenders and KBCM BRIDGE LLC, as the Sole Lead Arranger, Sole Syndication Agent and Administrative Agent...
Term Loan Agreement • November 9th, 2007 • American Dental Partners Inc • Services-misc health & allied services, nec • Ohio

WHEREAS, pursuant to a Stock Purchase Agreement dated August 30, 2007 (“Metro Acquisition Agreement”), among the Borrower, Metropolitan Dental Holdings, Inc., a Delaware corporation (the “Target”), the selling stockholders listed in the Metro Acquisition Agreement and Metro Dentalcare, PLC, the Borrower agreed to acquire all outstanding stock of the Target (the “Metro Acquisition”);

AMERICAN DENTAL PARTNERS, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • July 18th, 2005 • American Dental Partners Inc • Services-misc health & allied services, nec

American Dental Partners, Inc., a Delaware corporation (the “Company”), has granted to (the “Participant”) an option (the “Option”) to purchase shares of the Company’s common stock, $.01 par value (the “Shares”), for a purchase price of $ per Share (the “Option Price”). The Option has been granted pursuant to the American Dental Partners, Inc. 2005 Equity Incentive Plan, as amended (the “Plan”), and shall include and be subject to all provisions of the Plan, which are hereby incorporated herein by reference. The Option shall also be subject to the following provisions of this agreement:

INDEX -----
Series a and Series B Preferred Stock Purchase Agreement • November 12th, 1997 • American Dental Partners Inc • Delaware
AGREEMENT AND PLAN OF MERGER by and among JLL CROWN HOLDINGS, LLC, JLL CROWN MERGER SUB, INC. and AMERICAN DENTAL PARTNERS, INC. Dated as of November 4, 2011
Merger Agreement • November 7th, 2011 • American Dental Partners Inc • Services-misc health & allied services, nec • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of November 4, 2011, by and among JLL Crown Holdings, LLC, a Delaware limited liability company (the “Buyer”), JLL Crown Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Buyer (the “Transitory Subsidiary”), and American Dental Partners, Inc., a Delaware corporation (the “Company”).

FORBEARANCE AGREEMENT
Forbearance Agreement • December 19th, 2007 • American Dental Partners Inc • Services-misc health & allied services, nec • Ohio

THIS FORBEARANCE AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made as of December 18, 2007, and entered into by and among AMERICAN DENTAL PARTNERS, INC., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors (as defined in the Credit Agreement referred to below), the lending institutions party to the Credit Agreement, as hereinafter defined (“Lenders”), and KEYBANK NATIONAL ASSOCIATION, a national banking association, as a Lender and as administrative agent for the Lenders (the “Administrative Agent”).

BUSINESS ASSOCIATE ADDENDUM
Business Associate Addendum • March 12th, 2010 • American Dental Partners Inc • Services-misc health & allied services, nec

This Business Associate Addendum (the “Addendum”) is made effective January 1, 2010 among Northland Dental Partners, PLLC, a Minnesota professional limited liability company (“Northland”), its wholly owned subsidiaries, Family Periodontic Specialists, P.L.C., Family Oral Surgery Specialists, PLC, and Family Endodontic Specialists, PLC, all Minnesota professional limited liability companies (the “Subsidiaries,” and collectively with Northland, “Provider”), and American Dental Partners of Minnesota, LLC, a Delaware limited liability company (“Business Associate”).

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