Walgreens Boots Alliance, Inc. Sample Contracts
WALGREENS BOOTS ALLIANCE, INC. $750,000,000 8.125% Notes due 2029 Underwriting AgreementUnderwriting Agreement • August 12th, 2024 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • New York
The Securities will be issued pursuant to an indenture dated as of December 17, 2015 (the “Base Indenture”) among the Company and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a resolution of the board of directors of the Company or a committee thereof and set forth in an officers’ certificate of the Company dated as of the Closing Date (as defined below) (such officers’ certificate together with the Base Indenture, the “Indenture”).
Standard Contracts
AMENDMENT NO. 1 TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • August 12th, 2019 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • New York
This Revolving Credit Agreement, dated as of December 5, 2018, is among WALGREENS BOOTS ALLIANCE, INC., a Delaware corporation (the “Borrower”), the institutions from time to time parties hereto as Lenders (whether by execution of this Agreement or an assignment pursuant to Section 12.01) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent.
CREDIT AGREEMENT DATED AS OF NOVEMBER 30, 2018 AMONG WALGREENS BOOTS ALLIANCE, INC., THE LENDERS FROM TIME TO TIME PARTIES HERETO, and SUMITOMO MITSUI BANKING CORPORATION as Sole Lead Arranger and Administrative AgentCredit Agreement • December 6th, 2018 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores
This Credit Agreement, dated as of November 30, 2018, is among WALGREENS BOOTS ALLIANCE, INC., a Delaware corporation (the “Borrower”), the institutions from time to time parties hereto as Lenders (whether by execution of this Agreement or an assignment pursuant to Section 12.01) and SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent.
WALGREENS BOOTS ALLIANCE, INC. as Issuer to WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of Debt SecuritiesIndenture • November 3rd, 2014 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • New York
INDENTURE, dated as of between WALGREENS BOOTS ALLIANCE, INC., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company”), having its principal executive office located at 108 Wilmot Road, Deerfield, Illinois 60015, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, duly organized and existing under the laws of the United States (in its capacity as trustee hereunder, the “Trustee”), having its Corporate Trust Office located at 150 East 42nd Street, 40th Floor, New York, New York 10017.
WALGREENS BOOTS ALLIANCE, INC. PERFORMANCE SHARE AWARD AGREEMENT These materials, which may include descriptions of company stock plans, prospectuses and other information and documents, and the information they contain, are provided by Walgreens...Performance Share Award Agreement • October 28th, 2022 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • Illinois
This document (referred to below as this “Agreement”) spells out the terms and conditions of the Performance Share Award (the “Award”) granted to you by Walgreens Boots Alliance, Inc., a Delaware corporation (the “Company”), pursuant to the Walgreens Boots Alliance, Inc. 2021 Omnibus Incentive Plan (the “Plan”) on and as of the Grant Date designated above. Except as otherwise defined herein, capitalized terms used in this Agreement have the respective meanings set forth in the Plan. For purposes of this Agreement, “Employer” means the entity (the Company or the Affiliate) that employs you on the applicable date. The Plan as it may be amended from time to time, is incorporated into this Agreement by this reference.
FIVE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF JUNE 17, 2022 AMONG WALGREENS BOOTS ALLIANCE, INC.,Revolving Credit Agreement • June 21st, 2022 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • New York
This Five-Year Revolving Credit Agreement, dated as of June 17, 2022, is among WALGREENS BOOTS ALLIANCE, INC., a Delaware corporation (“WBA”), the DESIGNATED BORROWERS from time to time party hereto, the institutions from time to time parties hereto as Lenders (whether by execution of this Agreement or an assignment pursuant to Section 12.01), the L/C Issuers from time to time parties hereto (as defined below) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swing Line Lender.
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • February 9th, 2024 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • New York
This SHARE REPURCHASE AGREEMENT (this “Agreement”) is entered into as of February 7, 2024 by and between Cencora, Inc., formerly known as AmerisourceBergen Corporation, a Delaware corporation (the “Company”), and Walgreens Boots Alliance Holdings LLC, a Delaware limited liability company and a stockholder of the Company (the “Selling Stockholder”).
STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • December 20th, 2018 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • Illinois
These materials, which may include descriptions of company stock plans, prospectuses and other information and documents, and the information they contain, are provided by your company, not by Fidelity, and are not an offer or solicitation by Fidelity for the purchase of any securities or financial instruments. These materials were prepared by your company, which is solely responsible for their contents and for compliance with legal and regulatory requirements. Fidelity is not connected with any offering or acting as an underwriter in connection with any offering of your company’s securities or financial instruments. Fidelity does not review, approve or endorse the contents of these materials and is not responsible for their content.
ContractNote • November 17th, 2021 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • New York
THIS NOTE (THIS “NOTE”) IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF APRIL 2, 2020 AMONG WALGREENS BOOTS ALLIANCE, INC., THE LENDERS FROM TIME TO TIME PARTIES HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative AgentRevolving Credit Agreement • April 6th, 2020 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • New York
This Amended and Restated Revolving Credit Agreement, dated as of April 2, 2020, is among WALGREENS BOOTS ALLIANCE, INC., a Delaware corporation (the "Borrower"), the institutions from time to time parties hereto as Lenders (whether by execution of this Agreement or an assignment pursuant to Section 12.01) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent.
WALGREENS BOOTS ALLIANCE, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • January 6th, 2022 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • Illinois
These materials, which may include descriptions of company stock plans, prospectuses and other information and documents, and the information they contain, are provided by Walgreens Boots Alliance, Inc., not by Fidelity, and are not an offer or solicitation by Fidelity for the purchase of any securities or financial instruments. These materials were prepared by Walgreens Boots Alliance, Inc., which is solely responsible for their contents and for compliance with legal and regulatory requirements. Fidelity is not connected with any offering or acting as an underwriter in connection with any offering of securities or financial instruments of Walgreens Boots Alliance, Inc. Fidelity does not review, approve or endorse the contents of these materials and is not responsible for their content.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • April 2nd, 2019 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • New York
This Credit Agreement, dated as of November 30, 2018, is among WALGREENS BOOTS ALLIANCE, INC., a Delaware corporation (the “Borrower”), the institutions from time to time parties hereto as Lenders (whether by execution of this Agreement or an assignment pursuant to Section 12.01) and SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent.
AMENDED AND RESTATED AMERISOURCEBERGEN SHAREHOLDERS AGREEMENT Dated as of June 1, 2021Shareholder Agreement • June 4th, 2021 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • Delaware
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT, dated as of June 1, 2021 (this “Agreement”), between (i) AmerisourceBergen Corporation, a Delaware corporation (the “Company”), and (ii) Walgreens Boots Alliance, Inc., a Delaware corporation (“WBA”).
Restricted stock UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • December 20th, 2018 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • Illinois
This document (referred to below as this “Agreement”) spells out the terms and conditions of the Restricted Stock Unit Award (the “Award”) granted to you by Walgreens Boots Alliance, Inc., a Delaware corporation (the “Company”), pursuant to the Walgreens Boots Alliance, Inc. 2013 Omnibus Incentive Plan (the “Plan”) on and as of the Grant Date designated above. Except as otherwise defined herein, capitalized terms used in this Agreement have the respective meanings set forth in the Plan. For purposes of this Agreement, “Employer” means the entity (the Company or the Affiliate) that employs you on the applicable date. The Plan, as it may be amended from time to time, is incorporated into this Agreement by this reference.
WALGREENS BOOTS ALLIANCE, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • October 12th, 2023 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • Illinois
These materials, which may include descriptions of company stock plans, prospectuses and other information and documents, and the information they contain, are provided by Walgreens Boots Alliance, Inc., not by Fidelity, and are not an offer or solicitation by Fidelity for the purchase of any securities or financial instruments. These materials were prepared by Walgreens Boots Alliance, Inc., which is solely responsible for their contents and for compliance with legal and regulatory requirements. Fidelity is not connected with any offering or acting as an underwriter in connection with any offering of securities or financial instruments of Walgreens Boots Alliance, Inc. Fidelity does not review, approve or endorse the contents of these materials and is not responsible for their content.
AMENDED AND RESTATED ASSET PURCHASE AGREEMENT By and Among WALGREENS BOOTS ALLIANCE, INC., WALGREEN CO. and RITE AID CORPORATION Dated as of September 18, 2017Asset Purchase Agreement • September 19th, 2017 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • Delaware
This AMENDED AND RESTATED ASSET PURCHASE AGREEMENT, dated as of September 18, 2017 (this “Agreement”), is entered into by and among Rite Aid Corporation, a Delaware corporation (the “Company”), Walgreens Boots Alliance, Inc., a Delaware corporation (“Parent”), and Walgreen Co., an Illinois corporation and a wholly owned direct subsidiary of Parent (“Purchaser Sub” and, together with the Company and Parent, the “Parties” and each, a “Party”).
TERM LOAN CREDIT AGREEMENT DATED AS OF DECEMBER 18, 2015 AMONG WALGREENS BOOTS ALLIANCE, INC., THE LENDERS FROM TIME TO TIME PARTIES HERETO, and BANK OF AMERICA, N.A., as Administrative Agent MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, HSBC...Term Loan Credit Agreement • December 21st, 2015 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • New York
This Term Loan Credit Agreement, dated as of December 18, 2015, is among WALGREENS BOOTS ALLIANCE, INC., a Delaware corporation (the “Borrower”), the institutions from time to time parties hereto as Lenders (whether by execution of this Agreement or an assignment pursuant to Section 12.01) and BANK OF AMERICA, N.A., as Administrative Agent.
SERVICE AGREEMENTService Agreement • April 9th, 2015 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • England
WALGREENS BOOTS ALLIANCE, INC. 20,461,215 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • November 4th, 2016 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • New York
Walgreens Boots Alliance, Inc., a Delaware corporation (the “Company”), and the persons listed in Schedule 2 (the “Selling Stockholders”), confirm their respective agreements with the Underwriters named in Schedule 1 (the “Underwriters”) with respect to the sale by the Selling Stockholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) set forth in Schedules 1 and 2 hereto. The aforesaid shares of Common Stock to be purchased by the Underwriters are herein called the “Securities.” To the extent there is only a single underwriter listed on Schedule 1, the term “Underwriters” shall mean such underwriter, and Section 11 herein shall not apply.
TERMINATION AGREEMENTTermination Agreement • July 3rd, 2017 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • Delaware
This Termination Agreement (this “Agreement”), dated as of June 28, 2017, is by and among Rite Aid Corporation, a Delaware corporation (the “Company”), Walgreens Boots Alliance, Inc., a Delaware corporation (“Parent”), and Victoria Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties” and each, a “Party”). Capitalized terms used but not defined herein have the respective meanings given to them in that certain Agreement and Plan of Merger, dated as of October 27, 2015, by and among the Parties (as amended by that Amendment No. 1, dated as of January 29, 2017, the “Merger Agreement”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 5th, 2017 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of December 19, 2016, is by and among RITE AID CORPORATION, a Delaware corporation (“Seller”), WALGREENS BOOTS ALLIANCE, INC., a Delaware corporation (“Parent”) (solely for purposes of Section 2.06, Section 2.09 through Section 2.12, Section 5.03 through Section 5.06, Section 5.08, Section 5.11 through Section 5.19, Section 9.09, Article VIII and Article X), AFAE, LLC, a Tennessee limited liability company (“Buyer”), and FRED’S, INC., a Tennessee corporation (“Fred’s”) (solely for purposes of Section 4.07, Section 5.05, Section 5.12, Section 9.10 and Article X).
THREE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF AUGUST 9, 2023 AMONG WALGREENS BOOTS ALLIANCE, INC., THE DESIGNATED BORROWERS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and BANK OF AMERICA, N.A., as Administrative...Revolving Credit Agreement • August 10th, 2023 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • New York
This Three-Year Revolving Credit Agreement, dated as of August 9, 2023, is among WALGREENS BOOTS ALLIANCE, INC., a Delaware corporation (“WBA”), the DESIGNATED BORROWERS from time to time party hereto, the institutions from time to time parties hereto as Lenders (whether by execution of this Agreement or an assignment pursuant to Section 12.01) and BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender.
WALGREENS BOOTS ALLIANCE, INC. STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • January 6th, 2022 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • Illinois
These materials, which may include descriptions of company stock plans, prospectuses and other information and documents, and the information they contain, are provided by Walgreens Boots Alliance, Inc., not by Fidelity, and are not an offer or solicitation by Fidelity for the purchase of any securities or financial instruments. These materials were prepared by Walgreens Boots Alliance, Inc., which is solely responsible for their contents and for compliance with legal and regulatory requirements. Fidelity is not connected with any offering or acting as an underwriter in connection with any offering of your company's securities or financial instruments. Fidelity does not review, approve or endorse the contents of these materials and is not responsible for their content.
AGREEMENT AND PLAN OF MERGER Among WALGREENS BOOTS ALLIANCE, INC., RITE AID CORPORATION and VICTORIA MERGER SUB, INC. Dated as of October 27, 2015Merger Agreement • October 29th, 2015 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 27, 2015 (this “Agreement”), is entered into by and among Rite Aid Corporation, a Delaware corporation (the “Company”), Walgreens Boots Alliance, Inc., a Delaware corporation (“Parent”), and Victoria Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties” and each, a “Party”).
SHARE PURCHASE AGREEMENT BY AND BETWEEN WALGREENS BOOTS ALLIANCE, INC. AND AMERISOURCEBERGEN CORPORATION DATED AS OF JANUARY 6, 2021Share Purchase Agreement • January 8th, 2021 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • Delaware
This SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of January 6, 2021, is entered into between Walgreens Boots Alliance, Inc., a Delaware corporation (“Seller”), and AmerisourceBergen Corporation, a Delaware corporation (“Buyer”).
DELAYED DRAW TERM LOAN CREDIT AGREEMENT DATED AS OF AUGUST 9, 2023 AMONG WALGREENS BOOTS ALLIANCE, INC., THE LENDERS FROM TIME TO TIME PARTIES HERETO, and BANK OF AMERICA, N.A., as Administrative Agent and BOFA SECURITIES, INC., JPMORGAN CHASE BANK,...Delayed Draw Term Loan Credit Agreement • August 10th, 2023 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • New York
This Delayed Draw Term Loan Credit Agreement, dated as of August 9, 2023, is among WALGREENS BOOTS ALLIANCE, INC., a Delaware corporation (“WBA”), the institutions from time to time parties hereto as Lenders (whether by execution of this Agreement or an assignment pursuant to Section 12.01) and BANK OF AMERICA, N.A., as Administrative Agent.
SHIELDS HEALTH SOLUTIONS PARENT, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of October 29, 2021Limited Liability Company Agreement • October 29th, 2021 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of SHIELDS HEALTH SOLUTIONS PARENT, LLC, a Delaware limited liability company (the “Company”), is dated and effective as of October 29, 2021 (the “Effective Date”) and is adopted, executed and agreed to by and among (i) the Company, (ii) the Members, (iii) with respect to Section 7.1 and Articles VIII, X and XII, the Beneficial Owners and (iv) with respect to Articles X and Article XII, the Walgreens Parent.
SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VILLAGE PRACTICE MANAGEMENT COMPANY, LLC Effective as of November 24, 2021Limited Liability Company Agreement • November 26th, 2021 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores
This SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is effective as of November 24, 2021 (the “Effective Date”), by and among Village Practice Management Company, LLC, a Delaware limited liability company (the “Company”), and the Persons set forth as Members (as hereinafter defined) on Exhibit A attached hereto and made a part hereof. Certain capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in Article I.
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 31st, 2017 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores
THIS AMENDMENT NO. 1 (this “Amendment”) to the Agreement and Plan of Merger, dated as of October 27, 2015 (the “Merger Agreement”), by and among Rite Aid Corporation, a Delaware corporation (the “Company”), Walgreens Boots Alliance, Inc., a Delaware corporation (“Parent”), and Victoria Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties” and each, a “Party”), is entered into by and among Parent, Merger Sub and the Company as of January 29, 2017. Capitalized terms used but not defined elsewhere in this Amendment shall have the meanings ascribed to them in the Merger Agreement.
ContractGlobal Security Note • June 1st, 2016 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • New York
THIS NOTE (THIS “NOTE”) IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VILLAGE PRACTICE MANAGEMENT COMPANY HOLDINGS, LLC Effective as of January 3, 2023Limited Liability Company Agreement • January 5th, 2023 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is effective as of January 3, 2023 (the “Effective Date”), by and among Village Practice Management Company Holdings, LLC, a Delaware limited liability company (the “Company”), and the Persons set forth as Members (as hereinafter defined) on Exhibit A attached hereto and made a part hereof. Certain capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in Article I.
WALGREENS BOOTS ALLIANCE, INC. UK SUB-PLAN STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • October 28th, 2019 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • Illinois
These materials, which may include descriptions of company stock plans, prospectuses and other information and documents, and the information they contain, are provided by Walgreens Boots Alliance, Inc., not by Fidelity, and are not an offer or solicitation by Fidelity for the purchase of any securities or financial instruments. These materials were prepared by Walgreens Boots Alliance, Inc., which is solely responsible for their contents and for compliance with legal and regulatory requirements. Fidelity is not connected with any offering or acting as an underwriter in connection with any offering of your company's securities or financial instruments. Fidelity does not review, approve or endorse the contents of these materials and is not responsible for their content.
WALGREENS BOOTS ALLIANCE, INC. $1,250,000,000 1.750% Notes due 2018 $1,500,000,000 2.600% Notes due 2021 $750,000,000 3.100% Notes due 2023 $1,900,000,000 3.450% Notes due 2026 $600,000,000 4.650% Notes due 2046 Underwriting AgreementUnderwriting Agreement • June 1st, 2016 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • New York
The Securities will be issued pursuant to a base indenture dated as of December 17, 2015 (the “Base Indenture”) among the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a resolution of the board of directors of the Company or a committee thereof and set forth in an officers’ certificate (together with the Base Indenture, the “Indenture”).
WALGREENS BOOTS ALLIANCE, INC. STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • October 28th, 2019 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • Illinois
These materials, which may include descriptions of company stock plans, prospectuses and other information and documents, and the information they contain, are provided by Walgreens Boots Alliance, Inc., not by Fidelity, and are not an offer or solicitation by Fidelity for the purchase of any securities or financial instruments. These materials were prepared by Walgreens Boots Alliance, Inc., which is solely responsible for their contents and for compliance with legal and regulatory requirements. Fidelity is not connected with any offering or acting as an underwriter in connection with any offering of your company's securities or financial instruments. Fidelity does not review, approve or endorse the contents of these materials and is not responsible for their content.
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 30th, 2014 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores
This AMENDMENT NO. 2, dated as of December 29, 2014 (this “Amendment”), to the Agreement and Plan of Merger, dated as of October 17, 2014, as amended December 23, 2014 (the “Reorg Merger Agreement”), is made by and among Walgreen Co., an Illinois corporation (the “Company”), Ontario Merger Sub, Inc., an Illinois corporation and indirect wholly owned subsidiary of the Company and direct wholly owned subsidiary of HoldCo (“Merger Sub”) (the Company and Merger Sub, when referred to individually, each a “Constituent Corporation” and when referred to collectively, “Constituent Corporations”), and Walgreens Boots Alliance, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“HoldCo”).
