Underwriting AgreementUnderwriting Agreement • September 4th, 2019 • Envista Holdings Corp • Dental equipment & supplies • New York
Envista Holdings Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions set forth in this underwriting agreement (this “Agreement”), 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 [ l ] shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [ l ] 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.”
ENVISTA HOLDINGS CORPORATION and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of August 10, 2023 1.75% Convertible Senior Notes due 2028Indenture • August 11th, 2023 • Envista Holdings Corp • Dental equipment & supplies • New York
INDENTURE, dated as of August 10, 2023, between Envista Holdings Corporation, a Delaware corporation, as issuer (the “Company”), and Wilmington Trust, National Association, as trustee (the “Trustee”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 31, 2023, among ENVISTA HOLDINGS CORPORATION and certain of its Subsidiaries, as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and the other...Credit Agreement • September 1st, 2023 • Envista Holdings Corp • Dental equipment & supplies • New York
ENVISTA HOLDINGS CORPORATIONIndenture • May 26th, 2020 • Envista Holdings Corp • Dental equipment & supplies • New York
INDENTURE, dated as of May 21, 2020, between Envista Holdings Corporation, a Delaware corporation, as issuer (the “Company”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
ENVISTA HOLDINGS CORPORATIONStock Option Agreement • February 19th, 2021 • Envista Holdings Corp • Dental equipment & supplies • Delaware
Unless otherwise defined herein, the terms defined in the Envista Holdings Corporation 2019 Omnibus Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement (the “Agreement”).
CREDIT AGREEMENTCredit Agreement • September 20th, 2019 • Envista Holdings Corp • Dental equipment & supplies • New York
This CREDIT AGREEMENT, dated as of September 20, 2019 (this “Agreement”), is entered into among ENVISTA HOLDINGS CORPORATION, a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.15 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.
ENVISTA HOLDINGS CORPORATIONPerformance Stock Unit Agreement • May 3rd, 2023 • Envista Holdings Corp • Dental equipment & supplies • Delaware
Unless otherwise defined herein, the terms defined in the Envista Holdings Corporation 2019 Omnibus Incentive Plan, as amended (the “Plan”), will have the same defined meanings in this Performance Stock Unit Agreement (the “Agreement”).
ENVISTA HOLDINGS CORPORATIONRestricted Stock Unit Agreement • July 22nd, 2019 • Envista Holdings Corp • Dental equipment & supplies • Delaware
Unless otherwise defined herein, the terms defined in the Envista Holdings Corporation 2019 Omnibus Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement (the “Agreement”).
ENVISTA HOLDINGS CORPORATIONStock Option Agreement • July 22nd, 2019 • Envista Holdings Corp • Dental equipment & supplies • Delaware
Unless otherwise defined herein, the terms defined in the Envista Holdings Corporation 2019 Omnibus Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement (the “Agreement”).
ENVISTA HOLDINGS CORPORATIONRestricted Stock Unit Agreement • February 19th, 2021 • Envista Holdings Corp • Dental equipment & supplies • Delaware
Unless otherwise defined herein, the terms defined in the Envista Holdings Corporation 2019 Omnibus Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement (the “Agreement”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 22nd, 2019 • Envista Holdings Corp • Dental equipment & supplies • Delaware
This Agreement is made as of the last date set forth below by and between Envista Holdings Corporation, a Delaware corporation (the “Corporation), and the individual whose signature is set forth on the signature line below (the “Indemnitee”), a director or officer of the Corporation.
ENVISTA HOLDINGS CORPORATIONRestricted Stock Unit Agreement • February 16th, 2023 • Envista Holdings Corp • Dental equipment & supplies • Delaware
Unless otherwise defined herein, the terms defined in the Envista Holdings Corporation 2019 Omnibus Incentive Plan, as amended (the “Plan”), will have the same defined meanings in this Restricted Stock Unit Agreement (the “Agreement”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • February 15th, 2024 • Envista Holdings Corp • Dental equipment & supplies
This Separation Agreement and General Release (“Agreement”) is entered into between Patrik Eriksson (“Employee” or “you”), and DH Dental Employment Services LLC (“the Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 20th, 2019 • Envista Holdings Corp • Dental equipment & supplies • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of September 19, 2019 (this “Agreement”), is by and between Envista Holdings Corporation, a Delaware corporation (“Envista”), and Danaher Corporation, a Delaware corporation (“Danaher”).
EMPLOYEE MATTERS AGREEMENT by and between DANAHER CORPORATION And ENVISTA HOLDINGS CORPORATION Dated as of September 19, 2019Employee Matters Agreement • September 20th, 2019 • Envista Holdings Corp • Dental equipment & supplies • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of September 19, 2019, is entered into by and between Danaher Corporation, a Delaware corporation (“Danaher”), and Envista Holdings Corporation, a Delaware corporation and a wholly owned subsidiary of Danaher (“Envista”). “Party” or “Parties” means Danaher or Envista, individually or collectively, as the case may be. Capitalized terms used in this Agreement, but not otherwise defined in this Agreement or the Separation Agreement, shall have the meaning set forth in Section 1.1.
DBS LICENSE AGREEMENT by and between DANAHER CORPORATION and ENVISTA HOLDINGS CORPORATION Dated as of September 19, 2019DBS License Agreement • September 20th, 2019 • Envista Holdings Corp • Dental equipment & supplies • Delaware
This DBS LICENSE AGREEMENT (this “Agreement”), dated as of September 19, 2019, is entered into by and between Danaher Corporation (“Danaher”), a Delaware corporation, and Envista Holdings Corporation (“Envista”), a Delaware corporation. “Party” or “Parties” means Danaher or Envista, individually or collectively, as the case may be.
INTELLECTUAL PROPERTY MATTERS AGREEMENT by and between DANAHER CORPORATION and ENVISTA HOLDINGS CORPORATION Dated as of September 19, 2019Intellectual Property Matters Agreement • September 20th, 2019 • Envista Holdings Corp • Dental equipment & supplies • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”), dated as of September 19, 2019, is entered into by and between Danaher Corporation (“Danaher”), a Delaware corporation, and Envista Holdings Corporation (“Envista”), a Delaware corporation. “Party” or “Parties” means Danaher or Envista, individually or collectively, as the case may be.
TRANSITION SERVICES AGREEMENT by and between DANAHER CORPORATION and ENVISTA HOLDINGS CORPORATION Dated as of September 19, 2019Transition Services Agreement • September 20th, 2019 • Envista Holdings Corp • Dental equipment & supplies • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of September 19, 2019, is entered into by and between Danaher Corporation (“Danaher”), a Delaware corporation, and Envista Holdings Corporation (“Envista”), a Delaware corporation. “Party” or “Parties” means Danaher or Envista, individually or collectively, as the case may be.
SEPARATION AGREEMENT by and between DANAHER CORPORATION and ENVISTA HOLDINGS CORPORATION Dated as of September 19, 2019Separation Agreement • September 20th, 2019 • Envista Holdings Corp • Dental equipment & supplies • Delaware
This SEPARATION AGREEMENT (this “Agreement”), dated as of September 19, 2019, is entered into by and between Danaher Corporation, a Delaware corporation (“Danaher”), and Envista Holdings Corporation, a Delaware corporation and a wholly owned subsidiary of Danaher (“Envista”). “Party” or “Parties” means Danaher or Envista, individually or collectively, as the case may be. Capitalized terms used and not defined herein shall have the meaning set forth in Section 1.1.
TAX MATTERS AGREEMENT by and between DANAHER CORPORATION and ENVISTA HOLDINGS CORPORATION Dated as of September 19, 2019Tax Matters Agreement • September 20th, 2019 • Envista Holdings Corp • Dental equipment & supplies
This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of September 19, 2019, between Danaher Corporation, a Delaware corporation (“Danaher”) and Envista Holdings Corporation, a Delaware corporation (“Envista” and, together with Danaher, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, between the Parties (the “Separation Agreement”).
ENVISTA HOLDINGS CORPORATION AND ITS SUBSIDIARIES AGREEMENTAgreement Regarding Competition and Protection of Proprietary Interests • July 22nd, 2019 • Envista Holdings Corp • Dental equipment & supplies • Delaware
Re: Transition Agreement Dear Amir:Transition Agreement • February 26th, 2024 • Envista Holdings Corp • Dental equipment & supplies • Delaware
This letter agreement (this “Agreement”) sets forth our mutual understanding concerning the transition of your employment as the President and Chief Executive Officer of Envista Holdings Corporation, a Delaware corporation (the “Company”), to your ongoing advisory role with the Company as a consultant providing critical transition services to the Company in connection with the appointment and integration of your successor, on the terms and subject to the conditions set forth below. This Agreement will be effective as of the Effective Date (as defined below).
Employment AgreementEmployment Agreement • August 12th, 2019 • Envista Holdings Corp • Dental equipment & supplies
Nobel Biocare Services AG and any of its affiliated companies are hereinafter jointly referred to as ‘Nobel Biocare Group’.
Re: Amendment to Transition Agreement Dear Amir:Transition Agreement • August 7th, 2024 • Envista Holdings Corp • Dental equipment & supplies
Reference is hereby made to that certain Transition Agreement entered into by and between you and Envista Holdings Corporation, a Delaware corporation (the “Company”), dated as of February 22, 2024 (the “Transition Agreement”). You and the Company hereby acknowledge and agree that you each desire to amend the Transition Agreement pursuant to the terms and conditions set forth in this amendment letter agreement (this “Amendment”). Upon the execution of this Amendment by you and the Company (such date that this Amendment is fully executed, the “Effective Date”), the Transition Agreement will be amended as set forth below.
SECOND AMENDMENT AGREEMENT to the Master Sale and Purchase Agreement relating to the assets and companies comprising the KaVo Dental BusinessMaster Sale and Purchase Agreement • August 3rd, 2022 • Envista Holdings Corp • Dental equipment & supplies
(1)Envista Holdings Corporation, a corporation organized under the laws of Delaware, USA, registered with the Delaware Register (Secretary of State) under 7034624 with business address 200 S. Kraemer Blvd. Bldg. E, Brea, California 92821, United States of America
AGREEMENTIntercompany Note Agreement • May 4th, 2022 • Envista Holdings Corp • Dental equipment & supplies • Delaware
This agreement (the “Agreement”), dated April 20, 2022, is made by and between Envista Holdings Corporation (“Purchaser”) and Carestream Dental Technology Parent Limited (“Carestream Parent”). Reference is made to the Stock and Asset Purchase Agreement (as amended, modified or supplemented from time to time, the “Purchase Agreement”), dated as of December 21, 2021, by and between Purchaser and Carestream Parent. Defined terms used herein without definition shall have the meaning given to such terms in the Purchase Agreement. Purchaser and Carestream Parent are referred to herein as the “Parties”.
FOURTH AMENDMENT AGREEMENT to the Master Sale and Purchase Agreement relating to the assets and companies comprising the KaVo Dental BusinessMaster Sale and Purchase Agreement • November 3rd, 2022 • Envista Holdings Corp • Dental equipment & supplies
(1)Envista Holdings Corporation, a corporation organized under the laws of Delaware, USA, registered with the Delaware Register (Secretary of State) under 7034624 with business address 200 S. Kraemer Blvd. Bldg. E, Brea, California 92821, United States of America
AMENDMENT NO. 1 TO RESTRICTED STOCK UNIT AGREEMENT UNDER THE ENVISTA HOLDINGS CORPORATION 2019 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • November 5th, 2020 • Envista Holdings Corp • Dental equipment & supplies
THIS AMENDMENT NO. 1 TO RESTRICTED STOCK UNIT AGREEMENT UNDER THE ENVISTA HOLDINGS CORPORATION 2019 OMNIBUS INCENTIVE PLAN (this “Amendment”) is entered into as of November 4, 2020, by and between Envista Holdings Corporation, a Delaware corporation (the “Company”), and [______________] (the “Participant”).
ContractCredit Agreement • February 19th, 2021 • Envista Holdings Corp • Dental equipment & supplies
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of May 19, 2020 by and among ENVISTA HOLDINGS CORPORATION, a Delaware corporation (the “Company”), and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”).
AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT UNDER THE ENVISTA HOLDINGS CORPORATION 2019 OMNIBUS INCENTIVE PLANStock Option Agreement • November 5th, 2020 • Envista Holdings Corp • Dental equipment & supplies
THIS AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT UNDER THE ENVISTA HOLDINGS CORPORATION 2019 OMNIBUS INCENTIVE PLAN (this “Amendment”) is entered into as of November 4, 2020, by and between Envista Holdings Corporation, a Delaware corporation (the “Company”), and [______________] (the “Participant”).
SECURITY AGREEMENTSecurity Agreement • May 11th, 2020 • Envista Holdings Corp • Dental equipment & supplies
THIS SECURITY AGREEMENT dated as of May 6, 2020 (this “Agreement”) is being entered into among ENVISTA HOLDINGS CORPORATION, a Delaware corporation (the “Company” and a “Grantor”), EACH OF THE UNDERSIGNED DOMESTIC SUBSIDIARIES OF THE COMPANY AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A SECURITY JOINDER AGREEMENT (each a “Subsidiary Guarantor” and a “Grantor” and, together with the Company, collectively, the “Grantors”), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for each of the Secured Parties (as defined in the Credit Agreement referenced below).
THIRD AMENDMENT AGREEMENT to the Master Sale and Purchase Agreement relating to the assets and companies comprising the KaVo Dental BusinessMaster Sale and Purchase Agreement • November 3rd, 2022 • Envista Holdings Corp • Dental equipment & supplies
(1)Envista Holdings Corporation, a corporation organized under the laws of Delaware, USA, registered with the Delaware Register (Secretary of State) under 7034624 with business address 200 S. Kraemer Blvd. Bldg. E, Brea, California 92821, United States of America
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • February 10th, 2021 • Envista Holdings Corp • Dental equipment & supplies
THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of February 9, 2021 by and among ENVISTA HOLDINGS CORPORATION, a Delaware corporation (the “Company”), each Guarantor (as defined in the Credit Agreement), each of the Lenders (as defined in the Credit Agreement) party hereto and BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender (the “Administrative Agent”).
PLEDGE AGREEMENTPledge Agreement • May 11th, 2020 • Envista Holdings Corp • Dental equipment & supplies
THIS PLEDGE AGREEMENT dated as of May 6, 2020 (this “Pledge Agreement”) is being entered into among ENVISTA HOLDINGS CORPORATION, a Delaware corporation (the “Company” and a “Pledgor”), EACH OF THE UNDERSIGNED SUBSIDIARIES OF THE COMPANY AND EACH OTHER PERSON THAT SHALL BECOME A PARTY HERETO BY EXECUTION OF A PLEDGE JOINDER AGREEMENT (each a “Subsidiary Guarantor” and a “Pledgor” and, together with the Company, collectively, the “Pledgors”) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for each of the Secured Parties (as defined in the Credit Agreement referenced below).
CONSULTING AGREEMENTConsulting Agreement • March 28th, 2024 • Envista Holdings Corp • Dental equipment & supplies • Delaware
This CONSULTING AGREEMENT (“Agreement”) is by and between Envista Holdings Corporation (“Company”), with principal office at 200 South Kraemer Blvd., Bldg E, and Barbara Hulit, an individual, with an address at [***], (“Consultant”) (each, a “Party” and collectively, the “Parties”) , with respect to the Services (as defined below).
