Becton Dickinson & Co Sample Contracts

EXHIBIT 1(a) Becton, Dickinson and Company Debt Securities and Warrants to Purchase Debt Securities Underwriting Agreement
Underwriting Agreement • March 25th, 2003 • Becton Dickinson & Co • Surgical & medical instruments & apparatus
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as Rights Agent Rights Agreement
Rights Agreement • December 14th, 1995 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York
AND
Indenture • July 31st, 1997 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York
AND
Indenture • March 18th, 1997 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York
ARTICLE I
Sale and Purchase Agreement • May 27th, 1998 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York
and
Rights Agreement • April 18th, 2000 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York
Underwriting Agreement
Underwriting Agreement • June 7th, 2024 • Becton Dickinson & Co • Surgical & medical instruments & apparatus

Becton, Dickinson and Company, a New Jersey corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of (i) $600,000,000 principal amount of its 5.081% Notes due 2029 (the “2029 Notes”).

Commercial Paper Dealer Agreement Between: Becton, Dickinson and Company, as Issuer and , as Dealer Concerning Notes to be issued pursuant to the Commercial Paper Issuing and Paying Agent Agreement, dated as of , between the Issuer and , as Issuing...
Commercial Paper Dealer Agreement • January 6th, 2015 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York

This agreement (the “Agreement”) sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes in substantially the form attached hereto as Exhibit D (each, a “Note” and collectively, the “Notes”) through the Dealer.

EMPLOYMENT AGREEMENT
Employment Agreement • December 9th, 2005 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New Jersey

AGREEMENT, dated as of the 1st day of January, 2006 (this “Agreement”), by and between Becton, Dickinson and Company, a New Jersey corporation (the “Company”), and _____________ (the “Executive”).

CAREFUSION CORPORATION AND DEUTSCHE BANK TRUST COMPANY AMERICAS, Trustee Indenture Dated as of July 21, 2009
Indenture • March 26th, 2015 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York

THIS INDENTURE, dated as of July 21, 2009 between CAREFUSION CORPORATION, a Delaware corporation (the “Issuer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (the “Trustee”).

EXHIBIT 4(d) NOTE NO. G-1
Global Security Agreement • October 15th, 1996 • Becton Dickinson & Co • Surgical & medical instruments & apparatus
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN BECTON, DICKINSON AND COMPANY AND EMBECTA CORP. DATED AS OF MARCH 31, 2022
Separation and Distribution Agreement • April 6th, 2022 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of March 31, 2022 (this “Agreement”), is by and between Becton, Dickinson and Company, a New Jersey corporation (“Parent”), and Embecta Corp., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

Among BECTON, DICKINSON AND COMPANY as Borrower and THE BANKS NAMED HEREIN as Banks
Credit Agreement • August 13th, 2004 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York
Amendment to the Exclusivity Agreement
Exclusivity Agreement • September 1st, 2006 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • Delaware

Reference is made to the letter agreement, dated August 16, 2006 (the "Original Agreement") between Becton, Dickinson and Company ("BD") and TriPath Imaging, Inc. (the "Company") and the amendment thereof dated August 24, 2006. In light of the ongoing negotiations regarding a possible business combination transaction involving BD and the Company (the "Transaction"), BD and the Company hereby agree that the Termination Date, as defined in the Original Agreement, shall be further revised and extended to 11:59 p.m. (New York City time) on September 8, 2006. The Original Agreement shall remain in full force and effect except for such revision and extension of the Termination Date.

Underwriting Agreement
Underwriting Agreement • February 7th, 2023 • Becton Dickinson & Co • Surgical & medical instruments & apparatus
EMPLOYMENT AGREEMENT
Employment Agreement • November 27th, 2013 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New Jersey

AGREEMENT, dated as of the day of , (this “Agreement”), by and between Becton, Dickinson and Company, a New Jersey corporation (the “Company”), and (the “Executive”).

BECTON, DICKINSON AND COMPANY 30,000,000 Depositary Shares Each Representing a 1/20th Interest in a Share of 6.00% Mandatory Convertible Preferred Stock, Series B ($1.00 par value) Underwriting Agreement
Underwriting Agreement • May 26th, 2020 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York

The Preferred Stock will, when issued, be deposited by the Company against delivery of depositary receipts (the “Depositary Receipts”) to be issued by the Depositary (as defined below) pursuant to a deposit agreement (the “Deposit Agreement”), to be dated as of the Closing Date, among the Company, Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary (the “Depositary”), Computershare Trust Company, N.A. acting as registrar and transfer agent, and holders from time to time of the Depositary Receipts issued thereunder to evidence the Securities. Each Security will initially represent the right to receive a 1/20th ownership interest in a share of the Preferred Stock pursuant to the Deposit Agreement. The terms of the Preferred Stock will be set forth in a certificate of amendment (the “Certificate of Amendment”) to be filed by the Company with the State of New Jersey Department of Treasury.

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REGISTRATION RIGHTS AGREEMENT by and between Becton, Dickinson and Company, as Issuer, and Citigroup Global Markets Inc., as Dealer Manager Dated as of December 29, 2017
Registration Rights Agreement • December 29th, 2017 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into this 29th day of December, 2017, by and between Becton, Dickinson and Company, a New Jersey corporation (the “Company”), and Citigroup Global Markets Inc. (the “Dealer Manager”).

6.00% MANDATORY CONVERTIBLE PREFERRED STOCK, SERIES B OF BECTON, DICKINSON AND COMPANY DEPOSIT AGREEMENT among BECTON, DICKINSON AND COMPANY, as Issuer, COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., acting jointly as Depositary,...
Deposit Agreement • May 26th, 2020 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York

THIS DEPOSIT AGREEMENT dated as of May 26, 2020 among (i) BECTON, DICKINSON AND COMPANY, a New Jersey corporation (the “Corporation”), (ii) COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and its wholly owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company (the “Trust Company”), jointly as Depositary (as hereinafter defined), (iii) the Trust Company, as Registrar (as hereinafter defined) and Transfer Agent (as hereinafter defined), and (iv) the Record Holders from time to time of the Receipts (as hereinafter defined) issued under this Agreement.

Becton, Dickinson and Company Debt Securities Underwriting Agreement
Underwriting Agreement • November 8th, 2011 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York

Becton, Dickinson and Company, a New Jersey corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $500,000,000 principal amount of the 1.750% Notes due November 8, 2016 (the “2016 Securities”) and $1,000,000,000 principal amount of the 3.125% Notes due November 8, 2021 (the “2021 Securities”) of the Company (collectively, the “Securities”).

AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • September 27th, 2021 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York

This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into by and among BECTON, DICKINSON AND COMPANY, a New Jersey corporation (the “Borrower”), the banks (the “Lenders”) and issuers of letters of credit (“Initial Issuing Banks”) listed on Schedule I hereto and CITIBANK, N.A. (“Citibank”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (as hereinafter defined).

U.S. $1,000,000,000 FIVE YEAR CREDIT AGREEMENT Dated as of May 18, 2012 Among BECTON, DICKINSON AND COMPANY as Borrower and THE BANKS NAMED HEREIN as Banks CITIBANK, N.A. as Administrative Agent THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. as Syndication...
Credit Agreement • May 24th, 2012 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York

BECTON, DICKINSON AND COMPANY, a New Jersey corporation (the “Borrower”), the banks (the “Banks”) listed on the signature pages hereof, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as syndication agent, and CITIBANK, N.A. (“Citibank”) as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (as hereinafter defined), agree as follows:

SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • January 25th, 2023 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into by and among BECTON, DICKINSON AND COMPANY, a New Jersey corporation (the “Company”), Becton Dickinson Euro Finance S.à r.l., a private limited liability company (société à responsabilite limitée) organized and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 412F, route d’Esch, L-1471 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg register of commerce and companies (Registre de commerce et des sociétés, Luxembourg) under number B234299 (“BD Euro Finance”), and the other Designated Subsidiaries party hereto, the Lenders (as hereinafter defined) and issuers of letters of credit (“Initial Issuing Banks”) listed on Schedule I hereto and CITIBANK, N.A. (“Citibank”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.

CAREFUSION CORPORATION and DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE FIRST SUPPLEMENTAL INDENTURE Dated as of July 21, 2009 To the Indenture dated as of July 21, 2009 4.125% Senior Notes due 2012 5.125% Senior Notes due 2014 6.375% Senior Notes...
First Supplemental Indenture • March 26th, 2015 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York

THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) is entered into as of July 21, 2009 between CAREFUSION CORPORATION, a Delaware corporation (the “Issuer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee (herein called the “Trustee”).

CREDIT AGREEMENT
Credit Agreement • May 16th, 2017 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • Delaware

BECTON, DICKINSON AND COMPANY, a New Jersey corporation (the “Borrower”), the banks (the “Banks”) and issuers of letters of credit (“Initial Issuing Banks”) listed on Schedule I hereto and CITIBANK, N.A. (“Citibank”) as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (as hereinafter defined), agree as follows:

CAREFUSION CORPORATION and DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE THIRD SUPPLEMENTAL INDENTURE Dated as of May 22, 2014 To the Indenture dated as of July 21, 2009 $300,000,000 1.450% Senior Notes due 2017 $400,000,000 3.875% Senior Notes due...
Third Supplemental Indenture • March 26th, 2015 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York

THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”) is entered into as of May 22, 2014 between CAREFUSION CORPORATION, a Delaware corporation (the “Issuer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee (herein called the “Trustee”).

U.S. $1,400,000,000 364-DAY TERM LOAN AGREEMENT Dated as of March 20, 2020 Among BECTON, DICKINSON AND COMPANY
364-Day Term Loan Agreement • March 23rd, 2020 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York

This 364-Day Term Loan Agreement, dated as of March 20, 2020 (this “Agreement”), is entered into by among BECTON, DICKINSON AND COMPANY, a New Jersey corporation (the “Borrower”), the Lenders (as hereinafter defined) and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders. The parties hereto agree as follows:

U.S. $1,000,000,000 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT Dated as of December 1, 2006 Among BECTON, DICKINSON AND COMPANY as Borrower and THE BANKS NAMED HEREIN as Banks CITICORP USA, INC. as Administrative Agent THE BANK OF...
Five Year Credit Agreement • March 13th, 2008 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York

AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT dated as of December 1, 2006 among BECTON, DICKINSON AND COMPANY, a New Jersey corporation (the "Borrower"), the banks (the "Banks") listed on the signature pages hereof, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as syndication agent, and CITICORP USA, INC. ("CUSA") as administrative agent (in such capacity, the "Administrative Agent") for the Lenders hereunder.

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