betweenStock Purchase Agreement • December 4th, 1995 • Melville Corp • Retail-apparel & accessory stores • New York
EXHIBIT 99(f) CONSULTING AGREEMENT Consulting Agreement dated as of February 6, 1997, between CVS Corporation, a Delaware corporation (the "Company"), and James Mastrian (the "Consultant"). WHEREAS, the Company, Revco D.S., Inc. a Delaware corporation...Consulting Agreement • April 17th, 1997 • CVS Corp • Retail-drug stores and proprietary stores • New York
1 DRAFT 14,500,000 SHARES CVS CORPORATION COMMON STOCK ($.01 PAR VALUE) UNDERWRITING AGREEMENTUnderwriting Agreement • July 23rd, 1997 • CVS Corp • Retail-drug stores and proprietary stores • New York
EXHIBIT 99(D) CONSULTING AGREEMENT -------------------- AGREEMENT, made and entered into as of February 8, 1998 by and between CVS Corporation, a Delaware corporation (together with its subsidiaries and its successors and assigns permitted under this...Consulting Agreement • March 2nd, 1998 • CVS Corp • Retail-drug stores and proprietary stores • Delaware
April 17, 1997 Agreement and Plan of Merger ---------------------------- Dated as of February 6, 1997 ---------------------------- Among Revco D.S., Inc., CVS Corporation --------------------------------------- and North Acquisition Corp....Agreement and Plan of Merger • April 17th, 1997 • CVS Corp • Retail-drug stores and proprietary stores
We have acted as counsel for Revco D.S. Inc., a Delaware corporation ("Revco"), in connection with the proposed merger (the "Merger") of North Acquisition Corp., a Delaware corporation ("Merger Subsidiary") and a wholly-owned subsidiary of CVS Corporation, a Delaware Corporation ("CVS"), with and into Revco pursuant to an Agreement and Plan of Merger dated as of February 6, 1997, as amended (the "Merger Agreement"), among Revco, CVS and Merger Subsidiary. Under the Merger Agreement, each issued and outstanding share of common stock of Revco not owned directly or indirectly by Revco or CVS will be exchanged for common stock of CVS.
ANDMerger Agreement • February 18th, 1998 • CVS Corp • Retail-drug stores and proprietary stores • Michigan
1. DEFINITIONS AND PRINCIPLES OF CONSTRUCTION....................................................1 1.1 Definitio ns...........................................................................1 1.2 Principles of...Credit Agreement • August 2nd, 2004 • CVS Corp • Retail-drug stores and proprietary stores • New York
CVS CORPORATION 364 DAY CREDIT AGREEMENT AMENDMENT NO. 1364 Day Credit Agreement • August 9th, 2002 • CVS Corp • Retail-drug stores and proprietary stores • New York
EMPLOYMENT AGREEMENT AGREEMENT, made and entered into as of the 6th day of October, 1995 by and between Melville Corporation, a New York corporation (together with its successors and assigns permitted under this Agreement, the "Company"), and Mr....Employment Agreement • March 29th, 1996 • Melville Corp • Retail-apparel & accessory stores • New York
300,000,000 CVS CORPORATIONRegistration Rights Agreement • January 31st, 2003 • CVS Corp • Retail-drug stores and proprietary stores • New York
CVS CORPORATION $650,000,000 4% Notes Due September 15, 2009 $550,000,000 47/8% Notes Due September 15, 2014 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 15th, 2004 • CVS Corp • Retail-drug stores and proprietary stores • New York
CVS Corporation, a Delaware corporation (the "Company"), proposes to issue and sell to the several initial purchasers named in a purchase agreement dated September 9, 2004 (the "Purchase Agreement" and, such purchasers, collectively, the "Initial Purchasers"), upon the terms set forth in the Purchase Agreement, $650,000,000 aggregate principal amount of its 4% Notes Due September 15, 2009 (the "Notes Due 2009") and $550,000,000 aggregate principal amount of its 47/8% Notes Due September 15, 2014 (the "Notes Due 2014" and, together with the Notes Due 2009, the "Initial Securities"). The Initial Securities will be issued pursuant to an Indenture, dated as of September 14, 2004 (the "Indenture"), between the Company and The Bank of New York, as trustee (the "Trustee"). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company agrees with the Initial Purchasers, for the benefit of the holders of the Initial Securities (including, without limitation, the I
Exhibit 4.4 REGISTRATION RIGHTS AGREEMENT AGREEMENT dated as of March 31, 1998, among CVS Corporation, a Delaware corporation (the "Issuer"), and the Investors as defined herein. W I T N E S S E T H: WHEREAS, this Agreement is being entered into in...Registration Rights Agreement • May 15th, 1998 • CVS Corp • Retail-drug stores and proprietary stores • Delaware
EXHIBIT 4.1Indenture • January 31st, 2003 • CVS Corp • Retail-drug stores and proprietary stores • New York
EXHIBIT 99(e) CONSULTING AGREEMENT Consulting Agreement dated as of February 6, 1997, between CVS Corporation, a Delaware corporation (the "Company"), and Dwayne Hoven (the "Consultant"). WHEREAS, the Company, Revco D.S., Inc. a Delaware corporation...Consulting Agreement • April 17th, 1997 • CVS Corp • Retail-drug stores and proprietary stores • New York
EMMET, MARVIN & MARTIN, LLP 120 BROADWAY NEW YORK, N.Y. 10271 INDEX Five Year Credit Agreement Dated as of May 23, 1997, by and among CVS Corporation, the Lenders party thereto, Fleet National Bank, as Documentation Agent, JP Morgan Securities Inc.,...Credit Agreement • March 31st, 1998 • CVS Corp • Retail-drug stores and proprietary stores • New York
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF THE PARENTAsset Purchase Agreement • April 6th, 2004 • CVS Corp • Retail-drug stores and proprietary stores • New York
AGREEMENT AND PLAN OF MERGER by and among CVS PHARMACY, INC., HALO MERGER SUB CORP., OAK STREET HEALTH, INC. and CVS HEALTH CORPORATION, solely for the limited purposes set forth herein Dated as of February 7, 2023Merger Agreement • February 8th, 2023 • CVS HEALTH Corp • Retail-drug stores and proprietary stores • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 7, 2023, by and among CVS Pharmacy, Inc., a Rhode Island corporation (“Parent”), Halo Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Oak Street Health, Inc., a Delaware corporation (the “Company”) and, solely for purposes of Section 1.1 (to the extent the terms defined therein are used in the following Sections and Article of this Agreement) Section 3.28, Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.5, Section 4.6, Section 4.9, Section 4.16, Section 6.2, Section 6.12, Section 6.18 and Article IX, CVS Health Corporation, a Delaware corporation and ultimate parent company of Parent (“Ultimate Parent”). Each of Parent, Merger Sub, the Company and Ultimate Parent (to the extent Ultimate Party is a party to this Agreement for purposes of such Sections in accordance with Section 9.9) are sometimes referred to herein as a “Party.” All
ARTICLE I DEFINITIONSDistribution Agreement • October 28th, 1996 • Melville Corp • Retail-drug stores and proprietary stores • New York
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT AGREEMENT dated as of May 29, 1997 among CVS Corporation, a Delaware corporation (the "Issuer"), and the Holders as defined herein. W I T N E S S E T H: WHEREAS, this Agreement is being entered into in...Registration Rights Agreement • July 17th, 1997 • CVS Corp • Retail-drug stores and proprietary stores • New York
Amendment Number One To Stock Purchase AgreementStock Purchase Agreement • December 4th, 1995 • Melville Corp • Retail-apparel & accessory stores
AGREEMENT AND PLAN OF MERGER among OMNICARE, INC., CVS PHARMACY, INC. and TREE MERGER SUB, INC. Dated as of May 20, 2015Merger Agreement • May 22nd, 2015 • CVS HEALTH Corp • Retail-drug stores and proprietary stores • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of this 20th day of May, 2015, by and among Omnicare, Inc., a Delaware corporation (the “Company”), CVS Pharmacy, Inc., a Rhode Island corporation (“Parent”), and Tree Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”).
EMPLOYMENT AGREEMENT AGREEMENT, made and entered into as of the 2nd day of November, 1995 by and between Melville Corporation, a New York corporation (together with its successors and assigns permitted under this Agreement, the "Company"), and Mr....Employment Agreement • March 29th, 1996 • Melville Corp • Retail-apparel & accessory stores • New York
Exhibit 4.5 EXECUTION COPY Amendment No. 1 to Registration Rights Agreement Amendment No. 1 dated as of April 20, 1998 between CVS Corporation (the "Company") and Eugene Applebaum. WHEREAS, pursuant to Section 2.01 of the Registration Rights Agreement...Registration Rights Agreement • May 15th, 1998 • CVS Corp • Retail-drug stores and proprietary stores • Delaware
AGREEMENT AND PLAN OF MERGER dated as of September 2, 2022 by and among CVS PHARMACY, INC., NOAH MERGER SUB, INC. and SIGNIFY HEALTH, INC.Merger Agreement • September 6th, 2022 • CVS HEALTH Corp • Retail-drug stores and proprietary stores • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 2, 2022, by and among Signify Health, Inc., a Delaware corporation (the “Company”), CVS Pharmacy, Inc., a Rhode Island corporation (“Parent”), and Noah Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
CVS HEALTH CORPORATION $1,000,000,000 2.125% Senior Notes due 2031 Underwriting AgreementUnderwriting Agreement • August 11th, 2021 • CVS HEALTH Corp • Retail-drug stores and proprietary stores • New York
CVS Health Corporation, a Delaware corporation (the “Company”), proposes to issue and sell $1,000,000,000 aggregate principal amount of its 2.125% Senior Notes due 2031 (the “Notes”) to the several underwriters named on Schedule I hereto (the “Underwriters”), for which Barclays Capital Inc., BofA Securities, Inc. and J.P. Morgan Securities LLC are acting as representatives (the “Representatives”). The Notes will (a) have terms and provisions which are summarized in the Disclosure Package as of the Applicable Time and the Prospectus dated as of the date hereof (each as defined in Section 1(a) hereof) and (b) be issued pursuant to an Indenture dated as of August 15, 2006 (the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee (the “Trustee”). This agreement (this “Agreement”) is to confirm the agreement concerning the purchase of the Notes from the Company by the Underwriters.
TAX DISAFFILIATION AGREEMENTTax Disaffiliation Agreement • March 31st, 1998 • CVS Corp • Retail-drug stores and proprietary stores • Massachusetts
PREFERRED STOCK SUBSCRIPTION AGREEMENTPreferred Stock Subscription Agreement • December 4th, 1995 • Melville Corp • Retail-apparel & accessory stores • New York
REGISTRATION RIGHTS AGREEMENT by and among CVS Health Corporation and Barclays Capital Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Dated as of October 9, 2015Registration Rights Agreement • October 14th, 2015 • CVS HEALTH Corp • Retail-drug stores and proprietary stores • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into this 9th day of October, 2015, by and among CVS Health Corporation, a Delaware corporation (the “Company”), Barclays Capital Inc. (“Barclays”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (together with Barclays, the “Dealer Managers” and each, a “Dealer Manager”).
FIVE YEAR CREDIT AGREEMENT by and among CVS HEALTH CORPORATION, THE LENDERS PARTY HERETO, BARCLAYS BANK PLC and JPMORGAN CHASE BANK, N.A., as Co- Syndication Agents, GOLDMAN SACHS BANK USA and WELLS FARGO BANK, NATIONAL ASSOCIATION, as...Credit Agreement • August 4th, 2021 • CVS HEALTH Corp • Retail-drug stores and proprietary stores • New York
FIVE YEAR CREDIT AGREEMENT, dated as of May 11, 2021, by and among CVS HEALTH CORPORATION, a Delaware corporation (the “Borrower”), the lenders party hereto from time to time (each a “Lender” and, collectively, the “Lenders”), BARCLAYS BANK PLC (“Barclays”) and JPMORGAN CHASE BANK, N.A. (“JPMC”), as co-syndication agents (in such capacity, each a “Co-Syndication Agent” and, collectively, the “Co-Syndication Agents”), GOLDMAN SACHS BANK USA (“GS”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as codocumentation agents (in such capacity, each a “Co-Documentation Agent” and, collectively, the “Co-Documentation Agents”), and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).
CVS HEALTH CORPORATION Change in Control Agreement for SAMRAT KHICHIChange in Control Agreement • May 1st, 2024 • CVS HEALTH Corp • Retail-drug stores and proprietary stores • Rhode Island
This Change in Control Agreement ("Agreement") is made and entered into as of February 20 between CVS Pharmacy, Inc., a wholly owned subsidiary of CVS Health Corporation and Samrat Khichi (the "Executive").
COLLATERAL ASSIGNMENT AGREEMENT This AGREEMENT made the _______ day of ________________, 19____, by and between CVS CORPORATION, a Rhode Island corporation (hereinafter "the corporation" and ______________ (hereinafter "The Employee"). WHEREAS, the...Collateral Assignment Agreement • March 31st, 1999 • CVS Corp • Retail-drug stores and proprietary stores • Rhode Island
STOCKHOLDER AGREEMENT AGREEMENT dated as of February 6, 1997 between CVS Corporation, a Delaware corporation ("CVS"), and Zell/Chilmark Fund, L.P., a Delaware limited partnership (the "Stockholder"). W I T N E S S E T H: WHEREAS, immediately prior to...Stockholder Agreement • February 14th, 1997 • CVS Corp • Retail-drug stores and proprietary stores • Delaware
ARTICLE 3 Representations and Warranties of the StockholdersOption and Voting Agreement • February 18th, 1998 • CVS Corp • Retail-drug stores and proprietary stores • Michigan
CVS Pharmacy, Inc. Restrictive Covenant Agreement (Colleagues Primarily Working or Living in Massachusetts)Restrictive Covenant Agreement • May 4th, 2021 • CVS HEALTH Corp • Retail-drug stores and proprietary stores • Massachusetts
I, Alan Lotvin, enter into this Restrictive Covenant Agreement (“Agreement”) with CVS Pharmacy, Inc., on its own behalf and on behalf of its subsidiaries and affiliates (“CVS”), which is effective as of the date I sign the Agreement (“Effective Date”). In consideration of the mutual promises in this Agreement, the parties agree as follows:
CVS HEALTH CORPORATION $1,500,000,000 5.000% Senior Notes due 2026 $1,500,000,000 5.125% Senior Notes due 2030 $1,750,000,000 5.250% Senior Notes due 2033 $1,250,000,000 5.625% Senior Notes due 2053 Underwriting AgreementUnderwriting Agreement • February 15th, 2023 • CVS HEALTH Corp • Retail-drug stores and proprietary stores • New York
CVS Health Corporation, a Delaware corporation (the “Company”), proposes to issue and sell $1,500,000,000 aggregate principal amount of its 5.000% Senior Notes due 2026 (the “2026 Notes”), $1,500,000,000 aggregate principal amount of its 5.125% Senior Notes due 2030 (the “2030 Notes”), $1,750,000,000 aggregate principal amount of its 5.250% Senior Notes due 2033 (the “2033 Notes”) and $1,250,000,000 aggregate principal amount of its 5.625% Senior Notes due 2053 (the “2053 Notes” and together with the 2026 Notes, the 2030 Notes and the 2033 Notes, the “Notes”) to the several underwriters named on Schedule I hereto (the “Underwriters”), for which BofA Securities, Inc., Barclays Capital Inc., and J.P. Morgan Securities LLC are acting as representatives (the “Representatives”). The Notes will (a) have terms and provisions which are summarized in the Disclosure Package as of the Applicable Time and the Prospectus dated as of the date hereof (each as defined in Section 1(a) hereof) and (b) b
