Sonosight Inc Sample Contracts

between SONOSIGHT, INC. and
Rights Agreement • March 10th, 1999 • Sonosight Inc • Surgical & medical instruments & apparatus • Washington
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AGREEMENT ---------
Rights Agreement • February 22nd, 2002 • Sonosite Inc • Surgical & medical instruments & apparatus
SONOSITE, INC.
Nonqualified Stock Option Agreement • December 14th, 2000 • Sonosite Inc • Surgical & medical instruments & apparatus
FORM OF UNDERWRITING AGREEMENT UNDERWRITING AGREEMENT
Underwriting Agreement • April 1st, 2002 • Sonosite Inc • Surgical & medical instruments & apparatus • New York
SUBLEASE
Sublease • February 13th, 1998 • Handheld Ultrasound Systems Inc
DRAFT
Rights Agreement • March 31st, 1998 • Sonosight Inc • Surgical & medical instruments & apparatus • Washington
EXHIBIT 1.1 2,500,000 Shares SONOSITE, INC. Common Stock UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • April 16th, 1999 • Sonosite Inc • Surgical & medical instruments & apparatus • Illinois
II. SERVICES
Service Agreement • March 10th, 1999 • Sonosight Inc • Surgical & medical instruments & apparatus • Washington
LEASE
Lease • March 30th, 2000 • Sonosite Inc • Surgical & medical instruments & apparatus • Washington
I. DEFINITIONS
Employee Benefits Agreement • March 10th, 1999 • Sonosight Inc • Surgical & medical instruments & apparatus • Washington
Sonosite, Inc. Underwriting Agreement July 10, 2007
Underwriting Agreement • July 16th, 2007 • Sonosite Inc • Surgical & medical instruments & apparatus • New York

Sonosite, Inc., a Washington corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of $200,000,000 principal amount of its 3.75% Convertible Senior Notes due 2014 (the “Firm Securities”), and, at the option of the Underwriters, up to an additional aggregate of $25,000,000 principal amount of its 3.75% Convertible Senior Notes due 2014 (the “Additional Securities”). The Firm Securities and the Additional Securities are herein referred to as the “Securities.” The Securities will be issued pursuant to a Supplemental Indenture to be dated as of July 16, 2007 (the “Indenture”) between the Company and Wells Fargo Bank, National Association (the “Trustee”). The Securities will be convertible into shares (the “Underlying Securities”) of common stock of the Company, par value $0.01 per share (the “Common Stock”), in accordance with the te

I. DEFINITIONS
Oem Supply Agreement • February 13th, 1998 • Handheld Ultrasound Systems Inc • Washington
AGREEMENT AND PLAN OF MERGER by and among FUJIFILM HOLDINGS CORPORATION, SALMON ACQUISITION CORPORATION and SONOSITE, INC. Dated as of December 15, 2011
Merger Agreement • December 15th, 2011 • Sonosite Inc • Surgical & medical instruments & apparatus • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 15, 2012 (the “Agreement Date”) by and among FUJIFILM Holdings Corporation, a Japanese corporation (“Parent”), Salmon Acquisition Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and SonoSite, Inc., a Washington corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I hereof.

RECITALS
Senior Management Employment Agreement • March 10th, 1999 • Sonosight Inc • Surgical & medical instruments & apparatus • Washington
RECITALS
Technology Transfer and License Agreement • February 22nd, 2002 • Sonosite Inc • Surgical & medical instruments & apparatus
Schedule 1.3(e)-1 Schedule of Wire Instructions for Davis LLP Schedule 1.3(e)-2 Schedule of Management Bonus Payments to Be Made at Closing Schedule 1.5(b)(x)-1 Required Third Party Consents Schedule 1.5(b)(x)-2 Contracts Required to be Terminated...
Share Purchase Agreement • December 7th, 2010 • Sonosite Inc • Surgical & medical instruments & apparatus • Ontario

This Share Purchase Agreement (this “Agreement”) is made and entered into as of May 26, 2010 (the “Agreement Date”), by and among SonoSite, Inc., a corporation organized under the laws of the State of Washington, U.S.A. (“Acquiror”), VisualSonics Inc., a corporation organized under the laws of the Province of Ontario, Canada (the “Company”), shareholders of the Company, all of whom are listed on the signature pages hereto (the “Company Shareholders”) and the Shareholders’ Agent (as defined herein).

SONOSITE, INC. 2005 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT (NONSTATUTORY) (with change of control provision)
Stock Option Agreement • February 7th, 2006 • Sonosite Inc • Surgical & medical instruments & apparatus

THIS STOCK OPTION AGREEMENT (the "Agreement"), dated <GRANT DATE> ("Grant Date") between SonoSite, Inc., a Washington corporation (the "Company"), and <EMPLOYEE NAME> ("Optionee"), is entered into as follows:

I. DEFINITIONS
Oem Supply Agreement • March 10th, 1999 • Sonosight Inc • Surgical & medical instruments & apparatus • Washington
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SONOSITE, INC. 2005 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (With Change of Control Provision)
Restricted Stock Unit Agreement • February 7th, 2006 • Sonosite Inc • Surgical & medical instruments & apparatus

THIS RESTRICTED STOCK UNIT AGREEMENT (the "Agreement"), dated ‹GRANT DATE› between SonoSite, Inc., a Washington corporation ("Company"), and ‹EMPNO›‹NAME› (the "Employee"), is entered into as follows:

SONOSITE, INC. NONQUALIFIED STOCK OPTION NOTICE AGREEMENT
Nonqualified Stock Option Agreement • December 4th, 2003 • Sonosite Inc • Surgical & medical instruments & apparatus

We are pleased to inform you that you have been selected by SonoSite, Inc. (the “Company”) to receive a nonqualified stock option (an “NSO”) to purchase shares of the Company’s Common Stock. Such option is granted outside of the Company’s compensation plans but shall be subject to the terms and conditions as set forth in the Company’s 1998 Option, Stock Appreciation Right, Restricted Stock, Stock Grant and Performance Unit Plan, as amended and restated (the “Plan”), the Plan Summary and this Notice Agreement. The Plan is incorporated into this Notice Agreement by reference.

I. DEFINITIONS
Oem Supply Agreement • March 19th, 1998 • Sonosight Inc • Surgical & medical instruments & apparatus • Washington
SONOSITE, INC. NONQUALIFIED STOCK OPTION NOTICE AGREEMENT
Nonqualified Stock Option Agreement • April 29th, 2005 • Sonosite Inc • Surgical & medical instruments & apparatus

We are pleased to inform you that you have been selected by SonoSite, Inc. (the "Company") to receive a nonqualified stock option (an "NSO") to purchase shares of the Company's Common Stock. Such option is granted outside of the Company's compensation plans but shall be subject to the terms and conditions as set forth in the Company's 1998 Option, Stock Appreciation Right, Restricted Stock, Stock Grant and Performance Unit Plan, as amended and restated (the "Plan"), the Plan Summary and this Notice Agreement. The Plan is incorporated into this Notice Agreement by reference.

SONOSITE, INC. NON-PLAN RESTRICTED STOCK UNIT AGREEMENT (With Change of Control Provision)
Non-Plan Restricted Stock Unit Agreement • August 16th, 2011 • Sonosite Inc • Surgical & medical instruments & apparatus • Washington

THIS NON-PLAN RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated %%OPTION_DATE%-% between SonoSite, Inc., a Washington corporation (“Company”), and %%FIRST_NAME%-% LAST_NAME%-% (the “Participant”), is entered into as follows:

JPMorgan Chase Bank, National Association P.O. Box 161 60 Victoria Embankment London EC4Y 0JP England
Warrant Agreement • August 9th, 2007 • Sonosite Inc • Surgical & medical instruments & apparatus • New York

The purpose of this letter agreement (this "Confirmation") is to confirm the terms and conditions of the Warrants issued by SonoSite, Inc.("Company") to JPMorganChase Bank, National Association, London Branch ("JPMorgan") on the Trade Date specified below (the "Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.

SonoSite, Inc. 1998 Stock Option Plan Stock Award Agreement
Stock Award Agreement • August 9th, 2005 • Sonosite Inc • Surgical & medical instruments & apparatus • Washington

This Stock Award Agreement (the "Agreement") is dated as of <DATE> and is entered into between SonoSite, Inc., a Washington corporation (the "Corporation"), and <EMPOYEE> (the "Employee").

CONFIDENTIAL SETTLEMENT & LICENSE AGREEMENT
Settlement & License Agreement • March 26th, 2010 • Sonosite Inc • Surgical & medical instruments & apparatus • New York

This CONFIDENTIAL SETTLEMENT & LICENSE AGREEMENT (“Agreement”) is entered into and made effective as of October 16, 2009 (“Effective Date”) by and between SonoSite, Inc., a Washington corporation, and General Electric Company, a New York corporation.

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement • September 15th, 2005 • Sonosite Inc • Surgical & medical instruments & apparatus • Washington

THIS SEPARATION AGREEMENT AND GENERAL RELEASE (this "Agreement") is entered into by Henry Krause (hereinafter referred to as "EMPLOYEE") and SONOSITE. INC. (hereinafter referred to as "THE COMPANY"). On August 08, 2005 (“Notification Date”), THE COMPANY and EMPLOYEE discussed EMPLOYEE’s impending employment separation.

FORM OF NOTE HEDGE UNWIND AGREEMENT BETWEEN SONOSITE, INC. AND JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
Note Hedge Unwind Agreement • December 16th, 2011 • Sonosite Inc • Surgical & medical instruments & apparatus • New York

THIS NOTE HEDGE UNWIND AGREEMENT (this “Unwind Agreement”) is made as of December 16, 2011, between SonoSite, Inc. (“Counterparty”), and JPMorgan Chase Bank, National Association, London Branch (“Dealer”).

SONOSITE, INC. as Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of July 16, 2007 3.75% Convertible Senior Notes Due 2014
First Supplemental Indenture • July 16th, 2007 • Sonosite Inc • Surgical & medical instruments & apparatus • New York

FIRST SUPPLEMENTAL INDENTURE dated as of July 16, 2007 (the “First Supplemental Indenture”) between SonoSite, Inc., a Washington corporation, as issuer (the “Company”), and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).

SECOND AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • December 15th, 2011 • Sonosite Inc • Surgical & medical instruments & apparatus • Washington

This Second Amendment (“Amendment”) effective as of December 15, 2011 is to the Amended and Restated Rights Agreement, dated as of November 28, 2007, as amended by the First Amendment to Amended and Restated Rights Agreement, dated as of September 6, 2011 (together, the “Rights Agreement”), by and between SonoSite, Inc., a Washington corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”).

I. DEFINITIONS
Distribution Agreement • March 31st, 1998 • Sonosight Inc • Surgical & medical instruments & apparatus • Washington
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