BY AND AMONGMerger Agreement • November 10th, 1998 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • Indiana
andRights Agreement • July 23rd, 1997 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • Minnesota
WARRANTWarrant Agreement • January 14th, 2000 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • Minnesota
Medtronic, Inc.Underwriting Agreement • September 17th, 1998 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • New York
VIDAMED, INC.Purchase Agreement • November 29th, 2000 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • Delaware
RECITALSStock Option Agreement • July 21st, 1998 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • Minnesota
December 18, 1998Agreement and Plan of Merger • December 18th, 1998 • Medtronic Inc • Electromedical & electrotherapeutic apparatus
RE: Agreement and Plan of Merger by and among Medtronic, Inc., MAV Merger Corp., and Arterial Vascular Engineering, Inc. dated as of November 29, 1998
dated as ofCredit Agreement • March 8th, 2002 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • New York
MEDTRONIC, INC. and WELLS FARGO BANK MINNESOTA, N.A. Rights Agreement DATED AS OF OCTOBER 26, 2000Rights Agreement • November 3rd, 2000 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • Minnesota
WARRANTWarrant Agreement • June 29th, 2001 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • Oregon
UNDERWRITING AGREEMENT MEDTRONIC, INC. 3.125% Senior Notes due 2022 4.500% Senior Notes due 2042 Underwriting Agreement March 14, 2012Underwriting Agreement • March 20th, 2012 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • New York
BY AND AMONGMerger Agreement • September 7th, 1999 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • Delaware
AGREEMENT AND PLAN OF MERGER BY AND AMONG MEDTRONIC, INC., AC MERGER CORP.,Merger Agreement • July 21st, 1998 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • Minnesota
RECITALSStock Option Agreement • September 7th, 1999 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 13th, 2011 • Medtronic Inc • Electromedical & electrotherapeutic apparatus
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 4, 2011, by and among Tengion, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
RECITALSStock Option Agreement • December 9th, 1998 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • Delaware
MEDTRONIC GLOBAL HOLDINGS S.C.A. as Issuer and MEDTRONIC PUBLIC LIMITED COMPANY and MEDTRONIC, INC. as Guarantors TO as Trustee SUBORDINATED INDENTURE Dated as ofSubordinated Indenture • February 6th, 2017 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • New York
INDENTURE, dated as of , among MEDTRONIC GLOBAL HOLDINGS S.C.A., a corporate partnership limited by shares (société en commandite par actions) organized under the laws of the Grand Duchy of Luxembourg (the “Company”), MEDTRONIC PUBLIC LIMITED COMPANY, a public limited company incorporated under the laws of Ireland (“Parent”), MEDTRONIC, INC., a Minnesota corporation (“Medtronic, Inc.”), and , as Trustee (herein called the “Trustee”).
CHANGE OF CONTROL EMPLOYMENT AGREEMENTChange of Control Employment Agreement • September 9th, 2009 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • Minnesota
CHANGE OF CONTROL EMPLOYMENT AGREEMENT by and between Medtronic, Inc., a Minnesota corporation (the “Company”), and ________________________ (the “Executive”), dated as of the ______ day of ____________________.
UNDERWRITING AGREEMENT MEDTRONIC, INC. 2.625% Senior Notes due 2016 4.125% Senior Notes due 2021 Underwriting AgreementUnderwriting Agreement • March 16th, 2011 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • New York
AGREEMENT TO FACILITATE MERGER DATE: ___________, 1998 PARTIES: Medtronic, Inc., (hereinafter "Parent") a Minnesota corporation and -------------------------, an individual officer and/or director of Physio- Control International Corporation...Merger Agreement • July 7th, 1998 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • Minnesota
MEDTRONIC GLOBAL HOLDINGS S.C.A. as Issuer and MEDTRONIC PUBLIC LIMITED COMPANY and MEDTRONIC, INC. as Guarantors TO as Trustee SUBORDINATED INDENTURE Dated as ofSubordinated Indenture • March 3rd, 2023 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • New York
INDENTURE, dated as of , among MEDTRONIC GLOBAL HOLDINGS S.C.A., a corporate partnership limited by shares (société en commandite par actions) organized under the laws of the Grand Duchy of Luxembourg (the “Company”), MEDTRONIC PUBLIC LIMITED COMPANY, a public limited company incorporated under the laws of Ireland (“Parent”), MEDTRONIC, INC., a Minnesota corporation (“Medtronic, Inc.”), and , as Trustee (herein called the “Trustee”).
Registration Rights AgreementRegistration Rights Agreement • April 18th, 2006 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into this 18th day of April, 2006, among Medtronic, Inc., a Minnesota corporation (the “Company”), and Banc of America Securities LLC (“Banc of America”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”), acting on behalf of the several parties named in Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”).
Exhibit 8.1 November __, 2000 PercuSurge, Inc. 540 Oakmead Parkway Sunnyvale, CA 94085 Re: Merger by and among Medtronic, Inc., a Minnesota corporation ("Medtronic"), Trojan Merger Corp., a Delaware corporation and a wholly-owned subsidiary of...Merger Agreement • November 14th, 2000 • Medtronic Inc • Electromedical & electrotherapeutic apparatus
Re: Merger by and among Medtronic, Inc., a Minnesota corporation ("Medtronic"), Trojan Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Medtronic ("Merger Sub"), and PercuSurge, Inc., a Delaware corporation ("PercuSurge")
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 10th, 2014 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • New York
This REGISTRATION RIGHTS AGREEMENT dated December 10, 2014 (this “Agreement”) is entered into by and among Medtronic, Inc., a Minnesota corporation (the “Company”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC as representatives (the “Representatives”) of the several initial purchasers listed in Schedule I of the Purchase Agreement (defined below) (the “Initial Purchasers”).
DATED SEPTEMBER 21, 2022 ISSUER MEDTRONIC GLOBAL HOLDINGS S.C.A. PAYING AGENT ELAVON FINANCIAL SERVICES DAC TRANSFER AGENT U.S. BANK TRUST COMPANY, N.A. REGISTRAR U.S. BANK TRUST COMPANY, N.A. - AND - TRUSTEE COMPUTERSHARE TRUST COMPANY, NATIONAL...Agency Agreement • September 21st, 2022 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • New York
UNDERWRITING AGREEMENT MEDTRONIC, INC. Floating Rate Senior Notes due 2017 0.875% Senior Notes due 2017 3.625% Senior Notes due 2024 4.625% Senior Notes due 2044 Underwriting AgreementUnderwriting Agreement • February 27th, 2014 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • New York
EXCHANGE AGREEMENTWarrant Exchange Agreement • January 11th, 2013 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • New York
This Warrant Exchange Agreement (this “Agreement”), effective as of December 31, 2012, is by and between Tengion, Inc., a Delaware corporation (the “Company”), and the investor identified on Schedule A hereto (the “Warrantholder”). Capitalized terms not defined herein shall have the meanings set forth in the Securities Purchase Agreement dated as of March 1, 2011, by and among the Company and the purchasers party thereto (the “Securities Purchase Agreement”).
Exhibit C AGREEMENT TO FACILITATE MERGER DATE: July 12, 1998 PARTIES: Medtronic, Inc., (hereinafter "Parent") a Minnesota corporation and ------------------------, an individual officer and/or director of AVECOR Cardiovascular, Inc. (hereinafter...Merger Agreement • July 21st, 1998 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • Minnesota
CREDIT AGREEMENT ($1,750,000,000 Five Year Revolving Credit Facility) dated as of December 20, 2006 among MEDTRONIC, INC., as Borrower, THE LENDERS PARTY HERETO, CITICORP USA, INC. as Administrative Agent BANK OF AMERICA, N.A. as Syndication Agent and...Credit Agreement • March 6th, 2007 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • New York
MEDTRONIC, INC., a Minnesota corporation (the “Borrower”), the Lenders party hereto, BANK OF AMERICA, N.A., as Issuing Bank, and CITICORP USA, INC. (“CUSA”), as Administrative Agent, Issuing Bank and Swingline Lender, hereby agree as follows:
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • September 3rd, 2008 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • Minnesota
December 21, 1998Agreement and Plan of Merger • December 22nd, 1998 • Medtronic Inc • Electromedical & electrotherapeutic apparatus
You have requested our opinion as to certain United States federal income tax consequences of the merger (the "Merger") of MSD Merger Corp. ("Merger Subsidiary"), an Indiana corporation and a wholly-owned subsidiary of Medtronic, Inc. ("Parent"), a Minnesota corporation, with and into Sofamor Danek Group, Inc. (the "Company"), an Indiana corporation. The Merger is being consummated pursuant to the Agreement and Plan of Merger by and among Parent, Merger Subsidiary and the Company dated as of November 1, 1998 (the "Merger Agreement"). Unless otherwise defined, capitalized terms used herein have the meanings assigned to them in the Merger Agreement.
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • September 3rd, 2008 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • Minnesota
AGREEMENT TO FACILITATE MERGER DATE: ____________, 1998 PARTIES: Medtronic, Inc., (hereinafter "Parent") a Minnesota corporation andMerger Agreement • December 9th, 1998 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • Delaware
SENIOR UNSECURED BRIDGE CREDIT AGREEMENT dated as of November 7, 2014 among MEDTRONIC, INC., as the Borrower, MEDTRONIC HOLDINGS LIMITED and MEDTRONIC GLOBAL HOLDINGS SCA, as Guarantors, the Lenders from time to time party hereto, and BANK OF AMERICA,...Senior Unsecured Bridge Credit Agreement • November 10th, 2014 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • New York
This SENIOR UNSECURED BRIDGE CREDIT AGREEMENT (this “Credit Agreement”) dated as of November 7, 2014, among MEDTRONIC, INC., a Minnesota corporation (the “Borrower”), MEDTRONIC HOLDINGS LIMITED, an Irish private limited company (“Parent”), and MEDTRONIC GLOBAL HOLDINGS SCA, a partnership limited by shares (société en commandite par actions) incorporated under the laws of the Grand-Duchy of Luxembourg having its registered office at 1, rue du Potager, L-2347, Luxembourg, and registered with the Luxembourg trade and companies register under the number B 191 129 (“Holdings”), the Lenders party hereto and BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent.
ContractSupplemental Indenture • January 27th, 2015 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of January 26, 2015, among Medtronic, Inc., a Minnesota corporation (the “Company”), Medtronic plc (“New Medtronic”), a public limited company incorporated under the laws of Ireland and the parent of the Company, Medtronic Global Holdings, S.C.A. (“Medtronic Luxco” and, together with New Medtronic, the “Guarantors”), a corporate partnership limited by shares (société en commandite par actions) organized under the laws of the Grand Duchy of Luxembourg and an affiliate of the Company, and Wells Fargo Bank, National Association, a national banking association duly organized under the laws of the United States, as trustee (the “Trustee”).
