St Jude Medical Inc Sample Contracts

MULTI-YEAR $350,000,000 CREDIT AGREEMENT
Credit Agreement • November 12th, 2003 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • New York
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AMONG VENTRITEX, INC. ST. JUDE MEDICAL, INC. AND PACESETTER, INC.
Merger Agreement • March 27th, 1997 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • Delaware
RIGHTS AGREEMENT by and between ST. JUDE MEDICAL, INC.
Rights Agreement • August 6th, 1997 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • Minnesota
EXHIBIT A
Asset Purchase Agreement • December 16th, 1996 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • Delaware
AMONG
Credit Agreement • March 26th, 1998 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • New York
EXHIBIT 2.4 STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 11th, 2005 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • Minnesota
MULTI-YEAR CREDIT AGREEMENT Dated as of December 13, 2006 among ST. JUDE MEDICAL, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Lender, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., CHICAGO BRANCH, JPMORGAN CHASE...
Credit Agreement • December 18th, 2006 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • New York

This MULTI-YEAR $1,000,000,000 CREDIT AGREEMENT (the “Agreement”) is entered into as of December 13, 2006, among ST. JUDE MEDICAL, INC., a Minnesota corporation (the “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, LC Issuer and Lender.

Among Ventritex, Inc. St. Jude Medical, Inc. And Pacesetter, Inc.
Merger Agreement • November 15th, 1996 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • Delaware
AGREEMENT
Shareholder Agreement • February 7th, 1996 • St Jude Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
WITNESSETH:
Affiliate Agreement • February 7th, 1996 • St Jude Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
St. Jude Medical, Inc. $500,000,000 2.500% Senior Notes due 2016 UNDERWRITING AGREEMENT December 1, 2010 Merrill Lynch, Pierce, Fenner & Smith Incorporated Mitsubishi UFJ Securities (USA), Inc. Wells Fargo Securities, LLC
Underwriting Agreement • December 3rd, 2010 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • New York

The Notes will be issued pursuant to an indenture, dated as of July 28, 2009 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to a third supplemental indenture, dated as of December 6, 2010 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee. The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “DTC Agreement”), among the Company, the Trustee and the Depositary.

EXHIBIT 1 AGREEMENT AND PLAN OF MERGER
Merger Agreement • February 7th, 1996 • St Jude Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
RECITALS
Employment Agreement • March 29th, 2001 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • Minnesota
RECITALS
Employment Agreement • March 26th, 1999 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • Minnesota
MULTI-YEAR CREDIT AGREEMENT
Credit Agreement • February 26th, 2014 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • New York

This MULTI-YEAR $1,500,000,000 CREDIT AGREEMENT (the “Agreement”) is entered into as of May 31, 2013, among ST. JUDE MEDICAL, INC., a Minnesota corporation (the “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, LC Issuer and Lender.

AMENDED AND RESTATED MULTI-YEAR CREDIT AGREEMENT Dated as of August 21, 2015 among
Credit Agreement • August 24th, 2015 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • New York

This AMENDED AND RESTATED MULTI-YEAR $1,500,000,000 CREDIT AGREEMENT (the “Agreement”) is entered into as of August 21, 2015, among ST. JUDE MEDICAL, INC., a Minnesota corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each financial institution from time to time party hereto as an L/C Issuer, and BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Lender.

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AMENDMENT
Stock Purchase Agreement • March 15th, 2004 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus

This AMENDMENT, dated as of February 20, 2003, by and among Getz Japan Holding KK, a company organized under the laws of Japan ("NEWCO"), St. Jude Medical Japan K.K., a company organized under the laws of Japan ("BUYER"), St. Jude Medical, Inc., a Minnesota corporation ("ST. JUDE"), Getz Bros. & Co. Zug Inc., a company organized under the laws of Switzerland ("GETZ ZUG"), Getz International, Inc., a Delaware corporation ("GETZ Intl"), and Muller & Phipps (Japan) Ltd., a company organized under the laws of Japan ("M&P", and together with Getz Zug and Getz Intl., "SELLERS"), is attached to and made a part of that certain Stock Purchase Agreement (the "AGREEMENT"), dated as of September 17, 2002 (USA), by and among Buyer, St. Jude and Sellers. Capitalized and undefined terms used in this Amendment shall have the same meanings ascribed to them in the Agreement.

St. Jude Medical, Inc. $600 MILLION AGGREGATE PRINCIPAL AMOUNT 2.800% CONVERTIBLE SENIOR DEBENTURES DUE 2035 UNDERWRITING AGREEMENT dated December 6, 2005 Banc of America Securities LLC
Underwriting Agreement • December 12th, 2005 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • New York

This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representative, and assigns of the undersigned. This agreement shall be terminated and the undersigned shall be released from its obligations hereunder if: (a) the Company notifies you in writing that it does not intend to proceed with the Offering, (b) the registration statement filed with the Securities and Exchange Commission with respect to the Offering is withdrawn, or (c) for any reason, the Underwriting Agreement between you and the Company relating to the Offering is terminated prior to the Closing Date (as defined in said Underwriting Agreement).

STOCK PURCHASE PLAN ENGAGEMENT AGREEMENT
Stock Purchase Plan Engagement Agreement • April 25th, 2007 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • New York

Stock Purchase Plan Engagement Agreement dated as of April 25, 2007 (this “Agreement”) between St. Jude Medical, Inc., a Minnesota corporation (the “Company”), and Banc of America Securities LLC (“Broker”), acting as agent for the Company.

CREDIT AGREEMENT Dated as of December 18, 2008 among ST. JUDE MEDICAL, INC. as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent and a Lender, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Syndication Agent, WELLS FARGO BANK,...
Credit Agreement • December 24th, 2008 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • New York

This CREDIT AGREEMENT (the “Agreement”) is entered into as of December 18, 2008, among ST. JUDE MEDICAL, INC., a Minnesota corporation (the “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 and Lender.

NOTICE: THIS AGREEMENT CONTAINS MEDIATION AND ARBITRATION PROVISIONS CONFIDENTIALITY AGREEMENT for Mutual Disclosure of Information
Confidentiality Agreement • October 18th, 2005 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • New York

WHEREAS, Company and ANS desire to hold mutual discussions and anticipate the exchange of valuable information with respect to a potential business relationship or transaction;

SECOND AMENDMENT TO SEVERANCE AGREEMENT
Severance Agreement • August 3rd, 2016 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus

This Amendment (the “Amendment”) is made as of the 31st day of May, 2016, between St. Jude Medical, Inc., a Minnesota corporation, with its principal offices at One St. Jude Medical Drive, St. Paul, Minnesota 55117 (the “Company”) and _____________ (“Executive”), and amends that certain Severance Agreement, dated_____________, between Executive and the Company, as amended by the First Amendment to Severance Agreement, dated_____________, (the “First Amendment” and collectively, the “Change in Control Severance Agreement”).

AGREEMENT AND PLAN OF MERGER dated as of April 27, 2016 by and among ABBOTT LABORATORIES, ST. JUDE MEDICAL, INC., VAULT MERGER SUB, INC. and VAULT MERGER SUB, LLC
Merger Agreement • April 28th, 2016 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • New York

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 27, 2016, is by and among Abbott Laboratories, an Illinois corporation (“Parent”), St. Jude Medical, Inc., a Minnesota corporation (the “Company”), Vault Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub 1”), and Vault Merger Sub, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub 2”). Parent, the Company, Merger Sub 1 and Merger Sub 2 are referred to individually as a “Party” and collectively as the “Parties”.

SCS LICENSE AGREEMENT
SCS License Agreement • November 7th, 2006 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus

This SCS License Agreement (the “Agreement”), which is agreed to be effective as hereinafter provided, is by and between St. Jude Medical, Inc., a Minnesota corporation having its principal place of business at One Lillehei Plaza, St. Paul, Minnesota, 55117 (“St. Jude”), and Boston Scientific Corporation, a Delaware corporation having its principal place of business at One Boston Scientific Place, Natick Massachusetts, 01760-1537 (“BSC”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 2nd, 2011 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • Minnesota

THIS AGREEMENT is made and entered into as of the ____ day of ________________, 200__, by and between ST. JUDE MEDICAL, INC., a Minnesota corporation (the “Company”), and ____________________________ (“Executive”).

EXHIBIT 1 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • September 29th, 2004 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • Delaware
AGREEMENT AND PLAN OF MERGER
Merger Agreement • October 17th, 2005 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • Texas

This AGREEMENT AND PLAN OF MERGER, dated as of October 15, 2005 (this "Agreement"), is among St. Jude Medical, Inc., a Minnesota corporation ("Parent"), Apollo Merger Corp., a Texas corporation and a wholly-owned subsidiary of Parent ("Sub"), and Advanced Neuromodulation Systems, Inc., a Texas corporation (the "Company") (Sub and the Company being hereinafter collectively referred to as the "Constituent Corporations").

SEVERANCE AGREEMENT
Severance Agreement • January 7th, 2009 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus

This agreement (this “Agreement”) is made as of the _____ day of _______, 2008, between St. Jude Medical, Inc., a Minnesota corporation, with its principal offices at One Lillehei Plaza, St. Paul, Minnesota 55117 (the “Company”) and XXXXX (“Executive”), residing at ________________________.

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