TriVascular Technologies, Inc. Sample Contracts

TRIVASCULAR TECHNOLOGIES, INC. [ ] Shares of Common Stock, par value $0.01 per share Underwriting Agreement
Underwriting Agreement • April 3rd, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus • New York

TriVascular Technologies, Inc., 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 [ ] shares of common stock, par value $0.01 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [ ] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

Sample 1Sample 2Sample 3See All (930)
AutoNDA by SimpleDocs
INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 10th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 20 between TriVascular Technologies, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement amends, restates and supersedes any prior agreement with respect to the subject matter hereof between the Company and the Indemnitee.

Sample 1Sample 2Sample 3See All (666)
TRIVASCULAR TECHNOLOGIES, INC. Up to $25,000,000 of Shares of Common Stock (par value $0.01 per share) Controlled Equity OfferingSM Sales Agreement
Sales Agreement • May 29th, 2015 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus • New York

TriVascular Technologies, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:

Sample 1Sample 2Sample 3See All (489)
Contract
Warrant Agreement • March 10th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus • California

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 8 OF THIS WARRANT.

Sample 1Sample 2Sample 3See All (21)
TERM LOAN AGREEMENT dated as of October 12, 2012 between TV2 HOLDING COMPANY and TRIVASCULAR, INC. as Borrowers, The SUBSIDIARY GUARANTORS from Time to Time Party Hereto, and Capital Royalty Partners II L.P. and Parallel Investment Opportunities...
Term Loan Agreement • March 10th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus • New York

TERM LOAN AGREEMENT, dated as of October 12, 2012 (this “Agreement”), among TV2 HOLDING COMPANY, a Delaware corporation (“Holdings”), TriVascular, Inc., a California corporation (“TriVascular” and, together with Holdings, the “Borrowers”), the SUBSIDIARY GUARANTORS from time to time party hereto and the Lenders from time to time party hereto.

Sample 1Sample 2Sample 3See All (10)
TRIVASCULAR TECHNOLOGIES, INC. FORM OF EARLY EXERCISE STOCK PURCHASE AGREEMENT
Early Exercise Stock Purchase Agreement • March 10th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus • California

WHEREAS, Purchaser holds a stock option dated , 20 to purchase shares of common stock (“Common Stock”) of the Company (the “Option”) pursuant to the Company’s 2008 Equity Incentive Plan (the “Plan”); and

Sample 1Sample 2Sample 3See All (7)
AGREEMENT AND PLAN OF MERGER by and among ENDOLOGIX, INC., TETON MERGER SUB, INC., and TRIVASCULAR TECHNOLOGIES, INC. Dated as of October 26, 2015
Merger Agreement • October 26th, 2015 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of October 26, 2015 (this “Agreement”), is by and among Endologix, Inc., a Delaware corporation (“Parent”), Teton Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of Parent (“Merger Sub”), and TriVascular Technologies, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.”

Sample 1Sample 2Sample 3See All (4)
CONSENT, ASSIGNMENT, FIRST AMENDMENT TO LEASE AND NON-DISTURBANCE AGREEMENT
Lease Agreement • March 10th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus

THIS CONSENT, ASSIGNMENT, FIRST AMENDMENT TO LEASE AND NON-DISTURBANCE AGREEMENT (“Amendment”) is made effective this 28th day of March, 2008, between CARMEL RIVER, LLC, a Delaware limited liability company, CARLSEN INVESTMENTS, LLC, a California limited liability company, and RIEGER INVESTMENTS, LLC, a Delaware limited liability company (collectively, “Landlord”), BOSTON SCIENTIFIC SANTA ROSA CORP., (formerly known as Trivascular, Inc.), a California corporation (“TV”), and BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (“BSC”).

Sample 1Sample 2Sample 3
LEASE AGREEMENT (Multi-Tenant Facility)
Lease Agreement • March 10th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus • Delaware
Sample 1Sample 2Sample 3
Contract
Warrant Agreement • March 10th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus • California

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, OR TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH.

Sample 1Sample 2
FOURTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT dated as of NOVEMBER 1, 2013 among TV2 HOLDING COMPANY and CERTAIN STOCKHOLDERS OF THE COMPANY AND OTHER PERSONS NAMED HEREIN
Stockholders Agreement • March 10th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS FOURTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”) dated as of November 1, 2013 by and among (i) TV2 Holding Company, a Delaware corporation (the “Company”), (ii) MPM BioVentures IV-QP, L.P., MPM BioVentures IV GmbH & Co. Beteiligungs KG and MPM Asset Management Investors BV4 LLC (collectively, “MPM”), New Enterprise Associates 12, Limited Partnership, NEA Ventures 2008, Limited Partnership, (collectively, “NEA”), Delphi Ventures VII, L.P., Delphi BioInvestments VII, L.P., Delphi Ventures VIII, L.P. and Delphi BioInvestments VIII, L.P. (collectively, “Delphi”), Thomas Weisel Healthcare Venture Partners, LP, Kearny Venture Partners, LP and Kearny Venture Partners Entrepreneurs Fund, L.P. (collectively, “TWK”), Pinnacle Ventures Equity Fund II, L.P., Pinnacle Ventures Equity Fund II-O, L.P., Pinnacle Ventures II-A, L.P., Pinnacle Ventures II-B, L.P., Pinnacle Ventures II-C, L.P., Pinnacle Ventures II-R, L.P., Pinnacle Ventures Debt Fund III-A, L.P., Pinnacle Vent

Sample 1Sample 2
Contract
Warrant Agreement • March 10th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus • California

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, OR TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH.

Sample 1Sample 2
NONEXCLUSIVE LICENSE AGREEMENT AND COVENANT NOT TO SUE
Nonexclusive License Agreement • March 10th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus • California

This Nonexclusive License Agreement and Covenant Not to Sue (the Agreement) is made as of March 28, 2008 (the Effective Date) by and between (i) Boston Scientific Scimed, Inc. a Minnesota corporation, and Endovascular Technologies, Inc. and Delaware corporation (collectively, Licensor), and (ii) a California corporation that will be known as Trivascular 2, Inc. (after a name change to occur shortly after the Effective Date), is currently known as Boston Scientific Santa Rosa Corp. and was previously known as TriVascular, Inc. (Licensee).

Sample 1Sample 2
KNOW-HOW ASSIGNMENT AGREEMENT
Know-How Assignment Agreement • March 10th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus

THIS KNOW-HOW ASSIGNMENT AGREEMENT (“Agreement”) is made and entered into as of March 28, 2008 (the “Effective Date”), by and between (i) a California corporation that will be known as Trivascular 2, Inc. (after a name change to occur shortly after the Effective Date), is currently known as Boston Scientific Santa Rosa Corp. and was previously known as TriVascular, Inc. (“TV2”), and (ii) Boston Scientific Scimed, Inc., a Minnesota corporation (“Boston”). TV2 and Boston are each referred to herein individually as a “Party,” and collectively as the “Parties.”

Sample 1Sample 2
SECOND AMENDMENT TO LEASE
Lease Agreement • March 10th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus

THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is dated as of December _, 2011 (the “Effective Date”) by and between Sonoma Airport Properties LLC, a California limited liability company (“Landlord”), TriVascular, Inc., a California corporation (“TV”) and Boston Scientific Corporation, a Delaware corporation (“BSC” or “Tenant”).

Sample 1Sample 2
SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT dated as of August 3, 2015 between TRIVASCULAR TECHNOLOGIES, INC. and TRIVASCULAR, INC. as Borrowers, The SUBSIDIARY GUARANTORS from Time to Time Party Hereto, and The LENDERS from Time to Time Party...
Term Loan Agreement • August 4th, 2015 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus • New York

SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT, dated as of August 3, 2015, among TRIVASCULAR TECHNOLOGIES, INC. (formerly TV2 HOLDING COMPANY), a Delaware corporation (“Holdings”), TriVascular, Inc., a California corporation (“TriVascular” and, together with Holdings, the “Borrowers”), the SUBSIDIARY GUARANTORS from time to time party hereto, the Control Agent and the Lenders from time to time party hereto.

Sample 1Sample 2
VOTING AGREEMENT
Voting Agreement • October 26th, 2015 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus • Delaware

This VOTING AGREEMENT (this “Agreement”), dated as of October 26, 2015, is entered into by and among Endologix, Inc. a Delaware corporation (“Parent”), Teton Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and (the “Stockholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

Sample 1Sample 2
EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • March 10th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus • California

This Exclusive License Agreement (the Agreement) is made as of March 28, 2008 (the Effective Date) by and between (i) a California corporation that will be known as Trivascular 2, Inc. (after a name change to occur shortly after the Effective Date), is currently known as Boston Scientific Santa Rosa Corp. and was previously known as TriVascular, Inc. (Licensor), and (ii) Boston Scientific Scimed, Inc., a Minnesota corporation (together with its Affiliates, Licensee).

Sample 1Sample 2
FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 4th, 2015 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August __, 2015, is by and among TriVascular Technologies, Inc., a Delaware corporation, (the “Company”), and Capital Royalty Partners II L.P., Parallel Investment Opportunities Partners II L.P., Capital Royalty Partners II – Parallel Fund “A” L.P., Capital Royalty Partners II (Cayman) L.P., and Capital Royalty Partners II – Parallel Fund “B” (Cayman) L.P. (each, a “Buyer,” and collectively, the “Buyers”).

Sample 1
LOAN AGREEMENT
Loan Agreement • March 10th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus • California

THIS LOAN AGREEMENT (this “Agreement”), dated as of January 1, 2014, is made among TriVascular Technologies, Inc., a Delaware corporation (“Holdings”), TriVascular, Inc., a California corporation (the “Company,” and together with Holdings, the “Borrowers”), Century Medical, Inc., a Japan corporation (the “Lender”), and the Subsidiary Guarantors from time to time party hereto.

Sample 1
AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • July 3rd, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus

This Amendment No. 1 to the Amended and Restated Employment Agreement (“Amendment”), effective as of the 30th day of June, 2014 (the “Effective Date”), is entered into by and between Christopher G. Chavez, an individual and resident of Texas (the “Executive”), TriVascular, Inc., a California corporation (the “Company”) and, to the extent applicable, TriVascular Technologies, Inc., a Delaware corporation (“TRIV”).

Sample 1
Form of Non-Employee Vesting Acceleration Addendum TriVascular Technologies, Inc. (formerly known as TV2 Holding Company)
Non-Employee Vesting Acceleration Addendum • April 3rd, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus

This Option Agreement Addendum (“Addendum”) is entered into by and between (“You”) and TV2 Holding Company (“TV2 Holding”). This Addendum alters the terms and conditions of the stock option to purchase shares of TV2 Holding common stock granted to you on , 20 under the TV2 Holding’s 2008 Equity Incentive Plan (your “Initial Option”) in order to provide for acceleration of vesting in the event of a Change of Control (as defined below).

Sample 1
AutoNDA by SimpleDocs
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 10th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus • Texas

This Amended and Restated Employment Agreement (“Agreement”), effective as of the 26th day of February, 2014 (the “Effective Date”), is entered into by and between Christopher G. Chavez, an individual and resident of Texas (the “Executive”) and TriVascular, Inc., a California corporation (the “Company”).

Sample 1
FIRST AMENDMENT TO LOAN AGREEMENT
Loan Agreement • November 10th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus

THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”), dated as of November 4, 2014, is by and among TriVascular Technologies, Inc., a Delaware corporation (“Holdings”), TriVascular, Inc., a California corporation (the “Company”, and together with Holdings, the “Borrowers”), Century Medical, Inc., a Japan corporation (the “Lender”), and the Subsidiary Guarantors party hereto.

Sample 1
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!