LivaNova PLC Sample Contracts
LIVANOVA PLC ALEX SHVARTSBURG SERVICE AGREEMENTService Agreement • July 28th, 2021 • LivaNova PLC • Electromedical & electrotherapeutic apparatus
Standard Contracts
EXECUTION VERSION AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of March 16, 2022 (the “Amendment”), is made and entered into by and among LIVANOVA PLC, a company incorporated under the laws of England and Wales (“Holdings”), LIVANOVA USA, INC., a...Credit Agreement • May 4th, 2022 • LivaNova PLC • Electromedical & electrotherapeutic apparatus • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 4th, 2016 • LivaNova PLC • Electromedical & electrotherapeutic apparatus • Texas
This Employment Agreement (“Agreement”) is made by and between Cyberonics, Inc., a Delaware corporation (the “Company”) and David S. Wise (“Employee”).
LIVANOVA PLC STOCK APPRECIATION RIGHT GRANT NOTICE AND STOCK APPRECIATION RIGHT AGREEMENTStock Appreciation Rights Agreement • October 29th, 2020 • LivaNova PLC • Electromedical & electrotherapeutic apparatus • Delaware
LivaNova PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), pursuant to its 2015 Incentive Award Plan (including where relevant the Sub-Plan for UK Participants), as amended from time to time (the “Sub-Plan”), hereby grants to the holder listed below (“Participant”) an award of stock appreciation rights over the number of ordinary shares of the Company (“Shares”) set forth below (the “SARs”). Upon exercise, each SAR represents the right to receive an amount equal to the Fair Market Value of one Share on the date of exercise less the Exercise Price per Share set forth below. Payment of such amount shall be in cash, Shares (based on their Fair Market Value as of the date the SAR is exercised) or a combination of both, as determined by the Administrator. The SARs are subject to the terms and conditions set forth in this SAR Grant Notice (this “Grant Notice”), the SAR Agreement attached hereto as Exhibit A (the “Agreement”), the Sub-Plan and the
LivaNova PLC Ordinary Shares Underwriting AgreementUnderwriting Agreement • August 6th, 2021 • LivaNova PLC • Electromedical & electrotherapeutic apparatus • New York
LivaNova PLC, a company incorporated in England and Wales with the registration number 09451374 (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue to the Underwriters named in Schedule I hereto (the “Underwriters”) ordinary shares with a nominal value of £1 each in the Company (“Ordinary Shares”) as follows: (i) an aggregate of 3,636,364 Ordinary Shares (the “Firm Securities”) in consideration for the transfer by the Subscribing Underwriter (as defined below) to the Company of the JerseyCo Firm Ordinary Shares (as defined below) and the JerseyCo Firm Preference Shares (as defined below); and (ii) at the election of the Underwriters, up to 545,454 additional Ordinary Shares (the “Optional Securities”)(the Firm Securities and the Optional Securities that the Underwriters elect to acquire pursuant to Section 2 hereof being collectively called the “Securities”) in consideration for the transfer by the Subscribing Underwriter
STOCK AND ASSET PURCHASE AGREEMENT BETWEEN LIVANOVA PLC MICROPORT CARDIAC RHYTHM B.V. and solely for purposes of Article IV and Sections 5.14(b), 5.16, 5.17(c) and 11.18, MICROPORT SCIENTIFIC CORPORATION Dated as of March 8, 2018Stock and Asset Purchase Agreement • March 8th, 2018 • LivaNova PLC • Electromedical & electrotherapeutic apparatus • New York
This STOCK AND ASSET PURCHASE AGREEMENT is dated as of March 8, 2018 (this “Agreement”), and is by and between LivaNova PLC, a public limited company incorporated and registered in England and Wales (“LivaNova”), and MicroPort Cardiac Rhythm B.V., a company with limited liability incorporated under the laws of the Netherlands (“Purchaser”) and, solely for purposes of Article IV, Sections 5.14(b), 5.16 and 11.18, MicroPort Scientific Corporation, a company with limited liability incorporated under the laws of the Cayman Islands and, as of the date hereof, listed on the Hong Kong Stock Exchange (Stock Code: 00853) (“MicroPort” or “Guarantor”).
LIVANOVA PLCStock Appreciation Rights Agreement • October 19th, 2015 • LivaNova PLC • Electromedical & electrotherapeutic apparatus • Delaware
LivaNova PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), pursuant to its 2015 Incentive Award Sub-Plan, as amended from time to time (the “Sub-Plan”), hereby grants to the holder listed below (“Participant”) an award of stock appreciation rights over the number of ordinary shares of the Company (“Shares”) set forth below (the “SARs”). Upon exercise, each SAR represents the right to receive an amount equal to the Fair Market Value of one Share on the date of exercise less the Exercise Price per Share set forth below. Payment of such amount shall be in cash, Shares (based on their Fair Market Value as of the date the SAR is exercised) or a combination of both, as determined by the Administrator. The SARs are subject to the terms and conditions set forth in this SAR Grant Notice (this “Grant Notice”), the SAR Agreement attached hereto as Exhibit A (the “Agreement”), the Sub-Plan and the special provisions for Participant’s country of residen
LIVANOVA PLC AND BRIAN SHERIDANConsultancy Agreement • March 26th, 2018 • LivaNova PLC • Electromedical & electrotherapeutic apparatus
The Company wishes to benefit from the skills and abilities of the Consultant, and the Consultant is an independent contractor who has agreed to provide his services to the Company, upon the terms and subject to the conditions set out in this Agreement.
LIVANOVA R&DFinance Contract • July 6th, 2017 • LivaNova PLC • Electromedical & electrotherapeutic apparatus
The European Investment Bank having its seat at 100 blvd Konrad Adenauer, Luxembourg, L-2950 Luxembourg, represented by the Head of Division, Mr. Massimo NOVO, and by the Loan Officer, Mr. Ferran MINGUELLA, (the “Bank”)
SERVICE AGREEMENTService Agreement • July 31st, 2019 • LivaNova PLC • Electromedical & electrotherapeutic apparatus
The Company wishes to employ the Executive as Chief Human Resources Officer on the terms and conditions of this Agreement and the Executive wishes to accept such employment.
SEPARATION AND SETTLEMENT AGREEMENTSeparation and Settlement Agreement • March 1st, 2021 • LivaNova PLC • Electromedical & electrotherapeutic apparatus
The Company has employed the Executive as Chief Financial Officer since May, 20 2017 under the terms of a Service Agreement dated 27, April 2017 as varied by the parties prior to the date of this Agreement (the “Service Agreement”). In accordance with the Service Agreement both parties are required to give 12 months notice to terminate the Executive's employment. The Executive and the Company desire to plan for the Executive’s separation from the Company.
DATED 9 APRIL 2021 LIVANOVA PLC and MITRAL HOLDCO S.À R.L. AMENDED AND RESTATED SHARE and ASSET PURCHASE AGREEMENTShare and Asset Purchase Agreement • April 15th, 2021 • LivaNova PLC • Electromedical & electrotherapeutic apparatus
Schedule 1 (Definitions and Interpretation) 77 Schedule 2 (Pre-Completion Restrictions) 112 Schedule 3 (Completion Arrangements) 115 Schedule 3-bis (Deferred Completion Arrangements) 117 Schedule 4 (Warranties) 118 Schedule 5 (Seller’s Limitations on Liability) 134 Schedule 6 (Transfer of Specified Authorisations) 142 Schedule 7 (Intellectual Property) 148 Schedule 8 (Calculation Principles) 155 Schedule 9 (Tax Covenant) 159
CREDIT AGREEMENT among LIVANOVA USA INC., as Borrower, LIVANOVA PLC, as Holdings, The Several Lenders from Time to Time Parties Hereto, ARES CAPITAL CORPORATION, as Administrative Agent, and ARES CAPITAL CORPORATION, as Collateral Agent Dated as of...Credit Agreement • June 11th, 2020 • LivaNova PLC • Electromedical & electrotherapeutic apparatus • New York
THIS CREDIT AGREEMENT, dated as of June 10, 2020, among LIVANOVA USA INC., a corporation organized under the laws of the State of Delaware (the “Borrower”), LIVANOVA PLC, a company incorporated under the laws of England and Wales (registered number 09451374) (“Holdings”), the financial institutions or entities from time to time parties to this Agreement as “Lenders”, ARES CAPITAL CORPORATION (“Ares”), as administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”), and Ares, as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”).
EMPLOYMENTCONTRACTEmployment Agreement • March 4th, 2016 • LivaNova PLC • Electromedical & electrotherapeutic apparatus
€50,000,000, whose registered office is located at 98, rue Maurice Arnoux in Montrouge - 92120, registered with the Commercial and Companies Registry of Nanterre under the number B 309 786 481, represented by Mr. Stéphane BESSETTE, acting in his capacity as Vice President Human Resources,
Dealer’s name] [Dealer’s address]1 [_____________], 2024 To: LivaNova PLC 20 Eastbourne Terrace London, United Kingdom, W2 6LG Attention: [____________] Telephone: [____________] E-mail: [____________] Re: [Base][Additional] Call Option Transaction...Call Option Transaction • March 8th, 2024 • LivaNova PLC • Electromedical & electrotherapeutic apparatus
CONSULTANCY AGREEMENTConsultancy Agreement • March 1st, 2017 • LivaNova PLC • Electromedical & electrotherapeutic apparatus
The Company wishes to benefit from the skills and abilities of the Consultant and the Consultant is an independent contractor who has agreed to provide his services to the Company, upon the terms and subject to the conditions set out in this Agreement.
TERMINATION AGREEMENT by and betweenTermination Agreement • April 6th, 2017 • LivaNova PLC • Electromedical & electrotherapeutic apparatus
TERMINATION AND SETTLEMENT AGREEMENTTermination and Settlement Agreement • August 5th, 2016 • LivaNova PLC • Electromedical & electrotherapeutic apparatus
The company LIVANOVA France SAS with share capital of 82,200,000 euros, with registered office at Parc d'affaires Novéos – 4 avenue Réaumur – 92140 CLAMART and registered on the Nanterre Trade and Companies Register under number 477 828 412, represented by Mr. Yann JOURNO, Vice President Human Resources;
February 26, 2015Change in Control Severance Payment • March 4th, 2016 • LivaNova PLC • Electromedical & electrotherapeutic apparatus
Reference is hereby made to the Employment Agreement between Sorin Group International SA (the “Company”) and you, dated March 1, 2009 (the “Employment Agreement”), as amended from time to time.
DEED OF INDEMNITY DIRECTORSDeed of Indemnity • October 19th, 2015 • LivaNova PLC • Electromedical & electrotherapeutic apparatus • England and Wales
Amendment Agreement (2) to the Joint Venture Contract in respect of MicroPort Sorin CRM (Shanghai) Co., Ltd. (“Company”)Joint Venture Contract • March 4th, 2016 • LivaNova PLC • Electromedical & electrotherapeutic apparatus
In accordance with the Law of the People’s Republic of China on Equity Joint Ventures, the Company Law and other related laws, Microport Sorin CRM(Shanghai)Co.,Ltd.(the “Company”)agrees to amend the Joint Venture Contract(“JVC”) which was signed on 9th Jan.2014 as follows:
COVENANT TEST AMENDMENTCovenant Test Amendment • April 27th, 2020 • LivaNova PLC • Electromedical & electrotherapeutic apparatus
SETTLEMENT AGREEMENTSettlement Agreement • March 1st, 2017 • LivaNova PLC • Electromedical & electrotherapeutic apparatus
Dear Sirs, Re: Pledge AgreementPledge Agreement • March 21st, 2022 • LivaNova PLC • Electromedical & electrotherapeutic apparatus
Following our conversations, we hereby propose to you to enter into a pledge agreement, to be executed by way of exchange of commercial correspondence, pursuant to the terms and conditions set forth here below.
AMENDMENT TO RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 4th, 2016 • LivaNova PLC • Electromedical & electrotherapeutic apparatus
This Amendment, dated and effective as of February 17, 2016 (this “Amendment”), is made by and between LivaNova PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), and André-Michel Ballester, the Chief Executive Officer of the Company (the “Participant”), and amends that certain Restricted Stock Unit Award Grant Notice (the “Grant Notice”), dated November 18, 2015, and that certain Restricted Stock Unit Award Agreement, dated November 18, 2015 (the “Award Agreement”), between the Company and the Participant. Any term capitalized but not defined in this Amendment shall have the meaning set forth in the Award Agreement or the Sub-Plan (as defined below).
ContractIntercreditor Agreement • March 1st, 2021 • LivaNova PLC • Electromedical & electrotherapeutic apparatus • New York
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE ADMINISTRATIVE AGENT PURSUANT TO THIS AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE ADMINISTRATIVE AGENT HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT, DATED AS OF DECEMBER 30, 2020 (AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), AMONG ACF FINCO I LP, AS ABL AGENT AND ARES CAPITAL CORPORATION AS TERM AGENT, AND CERTAIN OTHER PERSONS PARTY OR THAT MAY BECOME PARTY THERETO FROM TIME TO TIME, AND ACKNOWLEDGED BY CERTAIN LOAN PARTIES. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.
CAPITAL INCREASE AND ACCESSION AGREEMENT IN RELATION TOCapital Increase and Accession Agreement • March 4th, 2016 • LivaNova PLC • Electromedical & electrotherapeutic apparatus
Whereas on 30 May 2013 as evidenced by the related business license of the same date MicroPort established MicroPort Weibo Medical Devices (Shanghai) Co., Ltd. (hereinafter “Company”) with a total registered capital of RMB Four Hundred Fifty Thousand (RMB 450,000);
ContractFacility Agreement • April 27th, 2020 • LivaNova PLC • Electromedical & electrotherapeutic apparatus
From: LIVANOVA PLC a company incorporated in England and Wales with registration number 09451374 (the “Company”) acting through its Italian branch located at Via Benigno Crespi, 17 Italy, 20159 Milan
SEPARATION AND SETTLEMENT AGREEMENTSeparation and Settlement Agreement • March 2nd, 2020 • LivaNova PLC • Electromedical & electrotherapeutic apparatus
The Company has employed the Executive as General Manager, Cardiac Surgery since 10 April 2017 under the terms of a Service Agreement dated 28 February 2017 as varied by the parties prior to the date of this Agreement (the “Service Agreement”). Contemporaneous with the reorganization of the Company effective on 1 January 2020, pursuant to which the Company will no longer operate under a structure with a Cardiac Surgery franchise, Executive and the Company desire to plan for Executive’s transition to a new position with the Company and for Executive’s eventual separation from the Company.
Amendment Agreement in relation to the Finance Contract signed on 6 May 2014 in Luxembourg (as subsequently amended)Amendment Agreement • July 31st, 2019 • LivaNova PLC • Electromedical & electrotherapeutic apparatus
Amendment to Outstanding 2019 and 2020 Restricted Stock Unit Awards under the LivaNova PLC 2015 Incentive Award PlanOutstanding 2019 and 2020 Restricted Stock Unit Awards • July 29th, 2020 • LivaNova PLC • Electromedical & electrotherapeutic apparatus • Delaware
This amendment (the “Amendment”), dated as of June 15, 2020, hereby modifies each 2019 and 2020 service-based restricted stock unit (“RSU”) award agreement evidencing a currently outstanding RSU award under the LivaNova PLC 2015 Incentive Award Plan (as permitted pursuant to Section 11.7 of the LivaNova PLC 2015 Incentive Award Plan) as follows:
Dear Sirs/Madams LIVANOVA PLC ‑ AMENDMENT LETTERFacility Agreement • April 27th, 2020 • LivaNova PLC • Electromedical & electrotherapeutic apparatus
GRUPPO SORIN R&D Finance Contract between the European Investment Bank and LivaNova PLC, Sorin CRM S.A.S. and Sorin Group Italia S.r.l. Luxembourg, 6 May 2014 (as amended and restated pursuant to an amendment and restatement agreement dated 2 October...Finance Contract • October 19th, 2015 • LivaNova PLC • Electromedical & electrotherapeutic apparatus
The Parent, the French Subsidiary and the Italian Subsidiary are collectively referred to herein as the “Borrowers”, and each of them a “Borrower”.
Execution Version INCREMENTAL FACILITY AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of March 8, 2024 (this “Incremental Amendment”), is made and entered into by and among LIVANOVA PLC, a company incorporated under the laws of England and Wales...Credit Agreement • March 8th, 2024 • LivaNova PLC • Electromedical & electrotherapeutic apparatus • New York
SEVERANCE AGREEMENTSeverance Agreement • March 4th, 2016 • LivaNova PLC • Electromedical & electrotherapeutic apparatus • Texas
THIS AGREEMENT (the "Agreement"), made and entered into effective as of September 30, 2002 (the "Effective Date"), is by and between Cyberonics, Inc., a Delaware corporation (the "Company"), and Jason Richey (the "Employee").
