COLFAX CORPORATION (a Delaware corporation) 8,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 20th, 2014 • Colfax CORP • Pumps & pumping equipment • New York
COLFAX CORPORATION Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • March 19th, 2021 • Colfax CORP • Pumps & pumping equipment • New York
Colfax Corporation, a Delaware 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 representatives (the “Representatives”), an aggregate of 14,000,000 shares (the “Firm Securities”) of common stock, par value $0.001 (the “Common Stock”), of the Company. In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to 2,100,000 additional shares (the “Option Securities”) of Common Stock of the Company. The Firm Securities and the Option Securities are herein referred to as the “Securities”.
ENOVIS CORPORATION AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of October 24, 2023 3.875% Convertible Senior Notes due 2028Indenture • October 25th, 2023 • Enovis CORP • Orthopedic, prosthetic & surgical appliances & supplies • New York
INDENTURE dated as of October 24, 2023 between ENOVIS CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 1st, 2008 • Colfax CORP • Pumps & pumping equipment • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2008 by and between Colfax Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [DEALER] (“Dealer”) and Enovis Corporation (“Counterparty”) as of the Trade Date specified below (the...Call Option Transaction • October 25th, 2023 • Enovis CORP • Orthopedic, prosthetic & surgical appliances & supplies
The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”), are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Offering Memorandum dated October [ ], 2023 (the “Offering Memorandum”) relating to the [ ]% Convertible Senior Notes due 2028 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate initial principal amount of USD [400,000,000] (as increased by [up to]2 an aggregate principal amount of USD [60,000,000] [if and to the extent that]3[pursuant to the exercise by]4 the Initial Purchasers (as defined below) [exercise]5[of]6 their option
PURCHASE CONTRACT AGREEMENT Dated as of January 11, 2019 between COLFAX CORPORATION and U.S. BANK NATIONAL ASSOCIATION, as Purchase Contract Agent, as Attorney-in-Fact for the Holders from time to time as provided herein and as Trustee under the...Purchase Contract Agreement • January 11th, 2019 • Colfax CORP • Pumps & pumping equipment • New York
PURCHASE CONTRACT AGREEMENT, dated as of January 11, 2019 between COLFAX CORPORATION, a Delaware corporation (the “Company”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association acting as purchase contract agent and attorney-in-fact for the Holders of Purchase Contracts (as defined herein) from time to time (the “Purchase Contract Agent”) and as trustee under the Indenture (as defined herein).
DATED JANUARY 24, 2012 REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN COLFAX CORPORATION AND MITCHELL P. RALESRegistration Rights Agreement • January 30th, 2012 • Colfax CORP • Pumps & pumping equipment • New York
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 7th, 2012 • Colfax CORP • Pumps & pumping equipment • Maryland
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of August 23, 2010, by and between Colfax Corporation, a Delaware corporation (the “Company”), and A. Lynne Puckett (the “Executive”).
AGREEMENT AND PLAN OF MERGER dated as of February 12, 2014 among COLFAX CORPORATION HUGO MERGER CO. VICTOR TECHNOLOGIES HOLDINGS, INC. and IRVING PLACE CAPITAL MANAGEMENT, L.P. (solely in its capacity as the Securityholders’ Representative)Merger Agreement • February 12th, 2014 • Colfax CORP • Pumps & pumping equipment • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 12, 2014, Colfax Corporation, a Delaware corporation (“Parent”), Hugo Merger Co., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Subsidiary”), Victor Technologies Holdings, Inc., a Delaware corporation (the “Company”), and Irving Place Capital Management, L.P., a Delaware limited partnership (“IPC”), solely in its capacity as the Securityholders’ Representative.
EMPLOYMENT AGREEMENT (Brady Shirley; President and Chief Executive Officer)Employment Agreement • February 18th, 2021 • Colfax CORP • Pumps & pumping equipment • Delaware
EMPLOYMENT AGREEMENT (the “Agreement”) dated as of November 14, 2016 by and between DJO Global, Inc. (the “Company”) and Brady Shirley (the “Executive”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 5th, 2021 • Colfax CORP • Pumps & pumping equipment • Delaware
This Change in Control Agreement (“Agreement”) is made and entered into effective as of March 5, 2021 (the “Effective Date”) by and between Colfax Corporation, a Delaware corporation (the “Company”), and Shyam Kambeyanda (the “Employee”).
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 8th, 2009 • Colfax CORP • Pumps & pumping equipment
THIS AMENDMENT (the “Amendment”) to the Executive Employment Agreement (the “Employment Agreement”) dated April 22, 2008 by and between Colfax Corporation, a Delaware corporation (the “Company”) and Mario E. DiDomenico (the “Executive”), is itself by and between the Company and the Executive, is dated December 15, 2008, and is entered into effective as of January 1, 2010 (the “Effective Date”). This Amendment is intended to make certain changes deemed necessary by the Company and the Executive based upon new guidance regarding Section 162(m) of the Internal Revenue Code.
COLFAX CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • February 24th, 2020 • Colfax CORP • Pumps & pumping equipment • Delaware
Colfax Corporation, a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $.001 par value, (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet to the Non-Qualified Stock Option Agreement, in the attached Non-Qualified Stock Option Agreement (together with the cover sheet, the “Agreement”), and in the Company’s 2016 Omnibus Incentive Plan (the “Plan”).
Form of Change in Control AGREEMENTChange in Control Agreement • October 29th, 2020 • Colfax CORP • Pumps & pumping equipment • Delaware
This AGREEMENT (“Agreement”), dated as of _____, 20__, by and between COLFAX CORPORATION, a Delaware corporation (the “Company”), and _____ (the “Employee”).
Patricia Lang 420 National Business Parkway 5th Floor Annapolis Junction, MD 20701 Re: Retention Agreement Dear Patty:Retention Agreement • March 1st, 2023 • Enovis CORP • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
In light of the strategic decision Colfax Corporation (“Colfax”) has made to separate its ESAB and DJO businesses into two independent, publicly-traded companies (the “Transaction”), Colfax considers your continued services to be essential to protecting and enhancing the best interests of Colfax and its stockholders. For this reason Colfax would like to extend the following offer to you, in order to encourage your continued employment during the period prior, and immediately following the completion of the Transaction. Except as otherwise provided in this Retention Agreement, your acceptance of this offer (the “Retention Agreement”) shall rescind and replace all prior and contemporaneous understandings, discussions, agreements, representations, and warranties, both written and oral, with respect to any retention payment or benefit; provided, however, that this Retention Agreement shall not supersede any other agreements between Colfax and you, and any employment letter, severance agree
COLFAX CORPORATION (a Delaware corporation) 18,750,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • May 13th, 2008 • Colfax CORP • Pumps & pumping equipment • New York
SECURITIES PURCHASE AGREEMENT BY AND BETWEEN MARKEL CORPORATION AND COLFAX CORPORATION DATED AS OF SEPTEMBER 12, 2011Securities Purchase Agreement • September 15th, 2011 • Colfax CORP • Pumps & pumping equipment • New York
SECURITIES PURCHASE AGREEMENT, dated as of September 12, 2011 (together with the schedules and exhibits hereto, the “Agreement”), by and between Colfax Corporation, a Delaware corporation (the “Company”) and Markel Corporation, a Virginia corporation (the “Investor”).
STOCKHOLDERS AGREEMENTStockholders Agreement • December 15th, 2017 • Colfax CORP • Pumps & pumping equipment • Delaware
This Stockholders Agreement (this “Agreement”) is dated and effective as of December 11, 2017 between CIRCOR International, Inc. a Delaware corporation (the “Company”), and Colfax Corporation, a Delaware corporation (the “Stockholder”). The Company and the Stockholder are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 17th, 2012 • Colfax CORP • Pumps & pumping equipment • New York
This CREDIT AGREEMENT (the “Agreement”) is entered into as of September 12, 2011, among COLFAX CORPORATION, a Delaware corporation (the “US Borrower” or “Parent”), COLFAX UK HOLDINGS LTD, a company organized under the laws of England and Wales (the “European Borrower” and, together with the US Borrower, the “Borrowers”), the other Subsidiaries of Parent from time to time party hereto each lender from time to time party hereto (each, a “Lender,” collectively, the “Lenders”), and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer.
AGREEMENT AND PLAN OF MERGER by and among DJO GLOBAL, INC., COLFAX CORPORATION, MOTION MERGER SUB, INC., and GRAND SLAM HOLDINGS, LLC, IN ITS CAPACITY AS THE SECURITYHOLDER REPRESENTATIVE Dated as of November 19, 2018Merger Agreement • November 19th, 2018 • Colfax CORP • Pumps & pumping equipment • Delaware
THIS AGREEMENT AND PLAN OF MERGER (as the same may be modified or amended in accordance with the terms hereof, this “Agreement”) is dated as of November 19, 2018 and is by and among DJO Global, Inc., a Delaware corporation (the “Company”), Colfax Corporation, a Delaware corporation (“Parent”), Motion Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and solely in its capacity as the Securityholder Representative, Grand Slam Holdings, LLC, a Delaware limited liability company (the “Securityholder Representative”).
COLFAX CORPORATION (a Delaware corporation) 10,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 13th, 2013 • Colfax CORP • Pumps & pumping equipment • New York
PURCHASE AGREEMENT by and between COLFAX CORPORATION and CIRCOR INTERNATIONAL, INC. Dated as of September 24, 2017Purchase Agreement • September 25th, 2017 • Colfax CORP • Pumps & pumping equipment • New York
PURCHASE AGREEMENT (this “Agreement”), dated as of September 24, 2017, by and between Colfax Corporation, a Delaware corporation (“Seller”), and CIRCOR International, Inc., a Delaware corporation (“Buyer”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Annex A of this Agreement.
CREDIT AGREEMENT Dated as of May 13, 2008 among COLFAX CORPORATION and ALLWEILER AKTIENGESELLSCHAFT, as the Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto BANC OF AMERICA...Credit Agreement • May 13th, 2008 • Colfax CORP • Pumps & pumping equipment • New York
This CREDIT AGREEMENT (the “Agreement”) is entered into as of May 13, 2008, among COLFAX CORPORATION, a Delaware corporation (the “US Borrower”), ALLWEILER AKTIENGESELLSCHAFT, a company organized under the laws of the Federal Republic of Germany (the “European Borrower” and, together with the US Borrower, the “Borrowers”), each lender from time to time party hereto (each, a “Lender,” collectively, the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
CONVERSION AGREEMENTConversion Agreement • February 12th, 2014 • Colfax CORP • Pumps & pumping equipment • New York
This Conversion Agreement (this “Agreement”), dated as of February 12, 2014, is made by and between BDT CF Acquisition Vehicle, LLC, a Delaware limited liability company (the “Holder”) and Colfax Corporation, a Delaware corporation (the “Company”). The Holder and the Company are individually referred to herein as a “Party” and collectively referred to herein as the “Parties”.
TAX MATTERS AGREEMENT BY AND BETWEEN COLFAX CORPORATION AND ESAB CORPORATION DATED AS OF APRIL 4, 2022Tax Matters Agreement • April 8th, 2022 • Enovis CORP • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Tax Matters Agreement (this “Agreement”) is entered into effective as of April 4, 2022, by and between Colfax Corporation, a Delaware corporation (“Colfax”), and ESAB Corporation, a Delaware corporation and a wholly owned subsidiary of Colfax (“ESAB”). Colfax and ESAB are each a “Party” and are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1 of this Agreement.
Colfax Corporation 8-KPerformance Stock Unit Agreement • May 27th, 2020 • Colfax CORP • Pumps & pumping equipment • Delaware
COLFAX CORPORATIONPerformance Stock Unit Agreement • February 24th, 2020 • Colfax CORP • Pumps & pumping equipment • Delaware
Colfax Corporation, a Delaware corporation (the “Company”), hereby grants stock units relating to shares of its common stock, $.001 par value (the “Stock”), to the individual named below as the Grantee. The terms and conditions of the grant are set forth in this cover sheet to the Performance Stock Unit Agreement, in the attached Performance Stock Unit Agreement (together with the cover sheet, the “Agreement”) and in the Colfax Corporation 2016 Omnibus Incentive Plan (the “Plan”).
AMENDMENT NO. 1 TO THE CREDIT AGREEMENTCredit Agreement • February 17th, 2011 • Colfax CORP • Pumps & pumping equipment • New York
This CREDIT AGREEMENT (the “Agreement”) is entered into as of May 13, 2008, among COLFAX CORPORATION, a Delaware corporation (the “US Borrower”), ALLWEILER AKTIENGESELLSCHAFT, a company organized under the laws of the Federal Republic of Germany (the “European Borrower” and, together with the US Borrower, the “Borrowers”), each lender from time to time party hereto (each, a “Lender,” collectively, the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
COLFAX CORPORATIONRestricted Stock Unit Agreement • February 24th, 2020 • Colfax CORP • Pumps & pumping equipment
INTELLECTUAL PROPERTY MATTERS AGREEMENT BY AND BETWEEN COLFAX CORPORATION AND ESAB CORPORATION DATED AS OF APRIL 4, 2022Intellectual Property Matters Agreement • April 8th, 2022 • Enovis CORP • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”), dated as of April 4, 2022 (the “Effective Date”), by and between Colfax Corporation, a Delaware corporation (“Enovis”), and ESAB Corporation, a Delaware corporation (“ESAB”). “Party” or “Parties” means Enovis or ESAB, individually or collectively, as the case may be.
Consulting AgreementConsulting Agreement • November 17th, 2015 • Colfax CORP • Pumps & pumping equipment • Maryland
This agreement (the “Agreement”) sets forth the terms upon which you will provide services to Colfax Corporation (the “Company”) as an independent contractor commencing on January 1, 2016 (the “Effective Date”), following the termination of your employment under Section 4 of the Executive Employment Agreement (as defined in Section 12 hereof) and retirement in connection therewith effective at the end of the day on December 31, 2015.
STOCKHOLDER’S AND REGISTRATION RIGHTS AGREEMENTStockholder’s and Registration Rights Agreement • April 8th, 2022 • Enovis CORP • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This STOCKHOLDER’S AND REGISTRATION RIGHTS AGREEMENT, dated as of April 4, 2022 (this “Agreement”), is by and between ESAB Corporation, a Delaware corporation (“ESAB”), and Colfax Corporation (to be renamed Enovis Corporation), a Delaware corporation (“Enovis”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN COLFAX CORPORATION AND ESAB CORPORATION DATED AS OF APRIL 4, 2022Separation and Distribution Agreement • April 8th, 2022 • Enovis CORP • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT is entered into effective as of April 4, 2022 (this “Agreement”), by and between Colfax Corporation, a Delaware corporation (“Enovis”), and ESAB Corporation, a Delaware corporation and wholly owned subsidiary of Enovis (“ESAB”). Enovis and ESAB are each a “Party” and are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
TRANSITION SERVICES AGREEMENT BY AND BETWEEN COLFAX CORPORATION AND ESAB CORPORATION DATED AS OF APRIL 4, 2022Transition Services Agreement • April 8th, 2022 • Enovis CORP • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into effective as of April 4, 2022 (the “Effective Date”), by and between Colfax Corporation, a Delaware corporation (“Enovis”), and ESAB Corporation, a Delaware corporation (“ESAB”). Enovis and ESAB are each a “Party” and are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
SHARE PURCHASE AGREEMENT BY AND AMONG Inversiones Breca S.A. (as Sellers and Sellers’ Guarantor) AND Colfax Corporation (as Buyer and Buyer’s Guarantor)Share Purchase Agreement • May 31st, 2012 • Colfax CORP • Pumps & pumping equipment
• INVERSIONES BRECA S.A., a company organized and existing under the laws of the Republic of Peru, domiciled at Calle Las Begonias 441, Oficina 242, San Isidro, Lima (“Sellers” and “Sellers’ Guarantor”);
