RIGHTS AGREEMENT dated as of July 30, 2001Rights Agreement • November 13th, 2001 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
AGREEMENTShareholder Agreement • September 2nd, 2003 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies
RECITALSLetter Agreement • March 13th, 2002 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
ZIMMER, INC.,Revolving Credit and Term Loan Agreement • June 13th, 2003 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
RECITALSChange in Control Severance Agreement • March 12th, 2003 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • Indiana
Exhibit 10.4 TAX SHARING AGREEMENT dated as of [DATE], between Bristol-Myers Squibb Company, a Delaware corporation ("BMS"), and Zimmer Holdings, Inc., a Delaware corporation ("Zimmer", collectively, the "Companies"). WHEREAS, as of the date hereof,...Tax Sharing Agreement • July 6th, 2001 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
amongCredit Agreement • June 13th, 2003 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
EXHIBIT 4.1 AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT Amendment No. 1 to the Rights Agreement, dated as of June 15, 2002, by and between Zimmer Holdings, Inc. (the "Company") and Mellon Investor Services LLC (the "Rights Agent"). WHEREAS, the Company...Rights Agreement • June 17th, 2002 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
Zimmer Biomet Holdings, Inc. €500,000,000 1.164% Notes due 2027 Underwriting AgreementUnderwriting Agreement • November 13th, 2019 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
Zimmer Biomet Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, €500,000,000 aggregate principal amount of its 1.164% Notes due 2027 (the “Securities”), to be issued under an indenture (as supplemented prior to the date hereof, the “Base Indenture”) dated as of November 17, 2009, between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a sixth supplemental indenture dated as of November 15, 2019 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) between the Company and the Trustee. In connection with the issuance and sale of the Securities, the Company will enter into an Agency Agreement to be dated as of November 15, 2019 (the “Agency Agreement”) between the Company and Elavon Financial Servi
Zimmer Biomet Holdings, Inc. $700,000,000 5.200% Notes due 2034 Underwriting AgreementUnderwriting Agreement • August 14th, 2024 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
Zimmer Biomet Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $700,000,000 aggregate principal amount of its 5.200% Notes due 2034 (the “Securities”), to be issued under an indenture (as supplemented prior to the date hereof, the “Base Indenture”) dated
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMVIE INC. DATED AS OF MARCH 1, 2022Separation and Distribution Agreement • March 1st, 2022 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of March 1, 2022 (this “Agreement”), is by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”), and ZimVie Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • August 22nd, 2023 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
THIS AGREEMENT, dated as of August 21, 2023, is made by and between ZIMMER BIOMET HOLDINGS, INC., a Delaware corporation (the “Company”), and Ivan Tornos (the “Executive”). The capitalized words and terms used throughout this Agreement are defined in Article XIII.
EXHIBIT 2 CONTRIBUTION AND DISTRIBUTION AGREEMENT by and between BRISTOL-MYERS SQUIBB COMPANYContribution and Distribution Agreement • July 6th, 2001 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
EXECUTION COPY INTERIM SERVICES AGREEMENTInterim Services Agreement • November 13th, 2001 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies
CREDIT AGREEMENT among ZIMMER BIOMET HOLDINGS, INC., THE LENDERS NAMED HEREIN, and BANK OF AMERICA, N.A., as Administrative Agent, Dated as of December 14, 2018 Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC as...Credit Agreement • December 20th, 2018 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
CREDIT AGREEMENT (as amended and in effect from time to time, the “Agreement”) dated as of December 14, 2018, among ZIMMER BIOMET HOLDINGS, INC., a Delaware corporation (the “Borrower”), the LENDERS (as defined herein) and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMVIE INC. DATED AS OF MARCH 1, 2022Stockholder and Registration Rights Agreement • March 1st, 2022 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT, dated as of March 1, 2022 (this “Agreement”), is by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”), and ZimVie Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
Exhibit 10.21 March 30, 2001 Bruno Melzi c/o Zimmer, Inc. Italy PERSONAL AND CONFIDENTIAL Dear Bruno: The purpose of this letter is to summarize the terms of your compensation as of April 15, 2001 contingent upon your assuming the position of...Compensation Agreement • March 13th, 2002 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies
Deferred Prosecution AgreementDeferred Prosecution Agreement • October 2nd, 2007 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies
AGREEMENT AND PLAN OF MERGER BY AND AMONG ZIMMER HOLDINGS, INC., OWL MERGER SUB, INC. AND LVB ACQUISITION, INC. April 24, 2014Merger Agreement • April 30th, 2014 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This AGREEMENT AND PLAN OF MERGER is dated as of April 24, 2014, by and among Zimmer Holdings, Inc., a Delaware corporation (“Parent”), Owl Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and LVB Acquisition, Inc., a Delaware corporation (the “Company”).
Exhibit 10.4 TAX SHARING AGREEMENT dated as of August 6, 2001 between Bristol- Myers Squibb Company, a Delaware corporation ("BMS"), and Zimmer Holdings, Inc., a Delaware corporation ("Zimmer", collectively, the "Companies"). WHEREAS, as of the date...Tax Sharing Agreement • November 13th, 2001 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
Zimmer Biomet Holdings, Inc. 7,440,675 Shares Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • August 12th, 2016 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
The persons named in Schedule II hereto (the “Selling Stockholders”) propose to sell to the several underwriters named in Schedule VI hereto (the “Underwriters”) 7,440,675 shares of common stock, $0.01 par value (“Common Stock”), of Zimmer Biomet Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), as set forth in Schedule II hereto (said shares to be sold by the Selling Stockholders being hereinafter called the “Securities”). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “su
AGREEMENT AND PLAN OF MERGER BY AND AMONG ZIMMER BIOMET HOLDINGS, INC., LH MERGER SUB, INC., AND LDR HOLDING CORPORATION Dated as of June 6, 2016Merger Agreement • June 7th, 2016 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 6, 2016, by and among Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”), LH Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and LDR Holding Corporation, a Delaware corporation (the “Company”).
CORPORATE EXECUTIVE CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENTCorporate Executive Confidentiality, Non-Competition and Non-Solicitation Agreement • March 1st, 2017 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Indiana
This Corporate Executive Confidentiality, Non-Competition and Non-Solicitation Agreement (“Agreement”) is made by and between Zimmer, Inc., a corporation having its principal headquarters in Warsaw, Indiana, and (“Employee”).
February 21, 2001 John S. Loveman-Krelle C/O Zimmer, Inc. Warsaw, IN 46582 PERSONAL AND CONFIDENTIAL Dear John: Last October you and Bristol-Myers Squibb Company ("Bristol-Myers Squibb") executed a letter agreement dated October 19, 2000 (the "2000...Bonus Agreement • November 13th, 2001 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
TERM LOAN AGREEMENT ZIMMER BIOMET G.K. as Borrower and SUMITOMO MITSUI BANKING CORPORATION as the Bank Dated as of September 22, 2017Term Loan Agreement • September 28th, 2017 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This TERM LOAN AGREEMENT, dated as of September 22, 2017 (as it may be amended, extended, replaced or renewed from time to time, the “Agreement”), between ZIMMER BIOMET G.K., a company organized under the laws of Japan (the “Borrower”), and SUMITOMO MITSUI BANKING CORPORATION, a Japanese banking corporation (the ‘‘Bank’’), sets forth the binding agreement of the parties.
FIRST AMENDMENT FIRST AMENDMENT, dated as of December 10, 2001 (the "First Amendment"), to the THREE YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT (the "Credit Agreement"; unless otherwise defined herein, capitalized terms which are...Three Year Competitive Advance and Revolving Credit Facility Agreement • March 13th, 2002 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
Dated March / 1 / 2022 Intellectual Property Matters Agreement between ZIMMER BIOMET HOLDINGS, INC. and ZIMVIE INC.Intellectual Property Matters Agreement • March 1st, 2022 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is made effective as of March 1, 2022 (the “Effective Date”), by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”), and ZimVie Inc., a Delaware corporation (“SpinCo”). Each of Parent and SpinCo may individually be referred to in this Agreement as a “Party” and collectively as the “Parties.”
REVERSE TRANSITION MANUFACTURING AND SUPPLY AGREEMENT dated as of March 1, 2022 by and between ZIMVIE INC. and ZIMMER, INC.Manufacturing Agreement • March 1st, 2022 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS REVERSE TRANSITION MANUFACTURING AND SUPPLY AGREEMENT (including, except as the context otherwise requires, the Quality Agreement, this “Agreement”), dated as of March 1, 2022 (the “Effective Date”), is by and between ZimVie Inc., a Delaware corporation (“Producer”), and Zimmer, Inc., a Delaware corporation (“Purchaser”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMMER BIOMET SPINE, INC. DATED AS OF MARCH 1, 2022Employee Matters Agreement • March 1st, 2022 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This EMPLOYEE MATTERS AGREEMENT (the “Agreement”) is by and between Zimmer Biomet Holdings, Inc. (“Parent”) and Zimmer Biomet Spine, Inc. (“SpinCo”) (each a “Party” and together, the “Parties”), and shall be effective upon the date executed by the Parties.
Zimmer Biomet Holdings, Inc. €500,000,000 1.414% Notes due 2022 €500,000,000 2.425% Notes due 2026 Underwriting AgreementUnderwriting Agreement • December 12th, 2016 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
Zimmer Biomet Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, €500,000,000 aggregate principal amount of its 1.414% Notes due 2022 (the “Notes due 2022”) and €500,000,000 aggregate principal amount of its 2.425% Notes due 2026 (the “Notes due 2026” and, together with the Notes due 2022, the “Securities”), to be issued under an indenture (as supplemented prior to the date hereof, the “Base Indenture”) dated as of November 17, 2009, between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a fourth supplemental indenture dated as of December 13, 2016 (the “Fourth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) between the Company and the Trustee. In connection with the issuance and sale
CORPORATE EXECUTIVE CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENTCorporate Executive Confidentiality, Non-Competition and Non-Solicitation Agreement • February 26th, 2019 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Indiana
This Corporate Executive Confidentiality, Non-Competition and Non-Solicitation Agreement (“Agreement”) is made by and between Zimmer, Inc., a corporation having its principal headquarters in Warsaw, Indiana, and ______________________________ (“Employee”).
CREDIT AGREEMENT among ZIMMER BIOMET HOLDINGS, INC., ZIMMER BIOMET G.K., ZB INVESTMENT LUXEMBOURG S.À.R.L., THE BORROWING SUBSIDIARIES, THE LENDERS NAMED HEREIN, JPMORGAN CHASE BANK, N.A., as General Administrative Agent, JPMORGAN CHASE BANK, N.A.,...Credit Agreement • October 5th, 2016 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
CREDIT AGREEMENT (as amended and in effect from time to time, the “Agreement”) dated as of September 30, 2016, among ZIMMER BIOMET HOLDINGS, INC., a Delaware corporation (the “Company”), ZIMMER BIOMET G.K., a company organized under the laws of Japan (the “Japanese Borrower”), ZB INVESTMENT LUXEMBOURG S.À.R.L., a company organized under the laws of Luxembourg, inclusive of its Winterthur Branch (the “Luxembourg Borrower”), the BORROWING SUBSIDIARIES (as defined herein), the LENDERS (as defined herein), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “General Administrative Agent”), JPMORGAN CHASE BANK, N.A., TOKYO BRANCH, as administrative agent for the Japanese Lenders (in such capacity, the “Japanese Administrative Agent”), and J.P. MORGAN EUROPE LIMITED, as administrative agent for the European Lenders (in such capacity, the “European Administrative Agent”).
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • February 23rd, 2024 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
THIS AGREEMENT, dated as of ______________________, is made by and between ZIMMER BIOMET HOLDINGS, INC., a Delaware corporation (the “Company”), and ________________________________ (the “Executive”). The capitalized words and terms used throughout this Agreement are defined in Article XIII.
Dated March / 1 / 2022 TRANSITIONAL TRADEMARK LICENSE AGREEMENT by and between ZIMMER BIOMET HOLDINGS, INC. and ZIMVIE INC.Transitional Trademark License Agreement • March 1st, 2022 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This TRANSITIONAL TRADEMARK LICENSE AGREEMENT (together with all Schedules attached hereto, this “Agreement”), is made effective as of March 1, 2022 (the “Effective Date”), by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”), and ZimVie Inc., a Delaware corporation (“SpinCo”). Each of Parent and SpinCo may individually be referred to in this Agreement as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED CREDIT AGREEMENT among ZIMMER HOLDINGS, INC., ZIMMER K.K., ZIMMER INVESTMENT LUXEMBOURG S.C.A., THE BORROWING SUBSIDIARIES, THE LENDERS NAMED HEREIN, JPMORGAN CHASE BANK, N.A., as General Administrative Agent, JPMORGAN CHASE BANK,...Credit Agreement • December 6th, 2007 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
AMENDED AND RESTATED CREDIT AGREEMENT (the “Agreement”) dated as of November 30, 2007, among ZIMMER HOLDINGS, INC., a Delaware corporation (the “Company”), ZIMMER K.K., a company organized under the laws of Japan (the “Japanese Borrower”), ZIMMER INVESTMENT LUXEMBOURG S.C.A., a company organized under the laws of Luxembourg, inclusive of its Winterthur Branch (the “Luxembourg Borrower”), the BORROWING SUBSIDIARIES (as defined herein), the LENDERS (as defined herein), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “General Administrative Agent”), JPMORGAN CHASE BANK, N.A., TOKYO BRANCH, as administrative agent for the Japanese Lenders (in such capacity, the “Japanese Administrative Agent”), and J.P. MORGAN EUROPE LIMITED, as administrative agent for the European Lenders (in such capacity, the “European Administrative Agent”).
