AGREEMENT AND PLAN OF MERGERMerger Agreement • July 7th, 2006 • Healthways, Inc • Services-misc health & allied services, nec • Delaware
Exhibit 10.24 [AMERICAN HEALTHWAYS LOGO] NON-QUALIFIED STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT is made and entered into this ___ day of _________, _____, by and between AMERICAN HEALTHWAYS, INC., a Delaware corporation (the "Corporation")...Non-Qualified Stock Option Agreement • November 12th, 2004 • American Healthways Inc • Services-misc health & allied services, nec • Delaware
EXHIBIT 10.1 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 22, 2002Revolving Credit Agreement • January 13th, 2003 • American Healthways Inc • Services-misc health & allied services, nec • Tennessee
1.50% Cash Convertible Senior Notes due 2018Indenture • July 8th, 2013 • Healthways, Inc • Services-misc health & allied services, nec • New York
This INDENTURE, dated as of July 8, 2013 between HEALTHWAYS, INC., a Delaware corporation, as issuer (the "Company", as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee", as more fully set forth in Section 1.01),
WITNESSETHEmployment Agreement • January 13th, 2004 • American Healthways Inc • Services-misc health & allied services, nec • Tennessee
Exhibit 10.15 EMPLOYMENT AGREEMENT This Employment Agreement is entered into as of the 29TH DAY OF OCTOBER, 2003, by and between American Healthways, Inc., a Delaware corporation ("Company") and JAMES POPE, MD ("Officer"). W I T N E S S E T H I....Employment Agreement • November 21st, 2003 • American Healthways Inc • Services-misc health & allied services, nec • Tennessee
RIGHTS AGREEMENT DATED JUNE 19, 2000Rights Agreement • June 21st, 2000 • American Healthways Inc • Services-hospitals • Delaware
EXHIBIT 10.1 REVOLVING CREDIT AND TERM LOAN AGREEMENT DATED AS OF SEPTEMBER 5, 2003Revolving Credit and Term Loan Agreement • October 10th, 2003 • American Healthways Inc • Services-misc health & allied services, nec • Tennessee
RECITALS:Amendment Agreement • July 17th, 2000 • American Healthways Inc • Services-hospitals
Exhibit 10.23 [AMERICAN HEALTHWAYS LOGO] NON-QUALIFIED STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT is made and entered into this <> day of <>, <>, by and between AMERICAN HEALTHWAYS, INC., a Delaware corporation (the "Corporation") including...Non-Qualified Stock Option Agreement • November 12th, 2004 • American Healthways Inc • Services-misc health & allied services, nec • Delaware
EXHIBIT A FORM REVOLVING CREDIT NOTERevolving Credit Note • October 10th, 2003 • American Healthways Inc • Services-misc health & allied services, nec
FOR VALUE RECEIVED, the undersigned, AMERICAN HEALTHWAYS, INC., a Delaware corporation (the "BORROWER"), hereby promises to pay to _______________ (the "LENDER") or its registered assigns, at the office of SunTrust Bank ("SUNTRUST") at 201 Fourth Avenue North, Nashville, Tennessee 37219, on the Commitment Termination Date (as defined in the Revolving Credit and Term Loan Agreement dated as of September ___, 2003 (as the same may be amended, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"), among the Borrower, the lenders from time to time party thereto and SunTrust Bank, as administrative agent for the lenders, the lesser of (i) the principal sum of _____________ Million and 00/100 ($________________), or (ii) the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrower pursuant to the Credit Agreement, in lawful money of the United States of America in immediately available funds, and to pay interest from the date hereof
AGREEMENT AND PLAN OF MERGER by and among TITAN-ATLAS PARENT, INC., TITAN-ATLAS MERGER SUB, INC., and TIVITY HEALTH, INC. Dated as of April 5, 2022Merger Agreement • April 6th, 2022 • Tivity Health, Inc. • Services-misc health & allied services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 5, 2022, is by and among Tivity Health, Inc., a Delaware corporation (the “Company”), Titan-Atlas Parent, Inc., a Delaware corporation (“Parent”), and Titan-Atlas Merger Sub, Inc., a Delaware corporation and direct, wholly owned Subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 2nd, 2016 • Healthways, Inc • Services-misc health & allied services, nec • Delaware
This Indemnification Agreement (this "Agreement"), dated as this ___ day of _______, 2016 is made by and between Healthways, Inc., a Delaware corporation (the "Corporation") and _______________ (the "Indemnitee").
Exhibit 10.13 EMPLOYMENT AGREEMENT This Employment Agreement entered into this 1st day of September, 2000, by and between American Healthways, Inc., a Delaware corporation with its principal place of business at 3841 Green Hills Village Drive,...Employment Agreement • November 29th, 2001 • American Healthways Inc • Services-misc health & allied services, nec • Tennessee
1 EXHIBIT 10.2 EMPLOYMENT AGREEMENT This Employment Agreement entered into this 1st day of September, 2000, by and between American Healthways, Inc., a Delaware corporation with its principal place of business at 3841 Green Hills Village Drive,...Employment Agreement • April 13th, 2001 • American Healthways Inc • Services-hospitals • Tennessee
EXHIBIT E [FORM OF]Subsidiary Guarantee Agreement • October 10th, 2003 • American Healthways Inc • Services-misc health & allied services, nec • Tennessee
REVOLVING CREDIT AND TERM LOAN AGREEMENT Dated as of April 21, 2017 amongRevolving Credit and Term Loan Agreement • April 27th, 2017 • Tivity Health, Inc. • Services-misc health & allied services, nec • New York
THIS REVOLVING CREDIT AND TERM LOAN AGREEMENT (this "Agreement") is made and entered into as of April 21, 2017, by and among TIVITY HEALTH, INC., a Delaware corporation (the "Borrower"), the several banks and financial institutions from time to time party hereto (the "Lenders"), the issuing banks from time to time party hereto (each, an "Issuing Bank") and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the "Administrative Agent"), and as swingline lender (the "Swingline Lender").
RECITALSCredit Agreement • July 17th, 2000 • American Healthways Inc • Services-hospitals
ContractEmployment Agreement • March 15th, 2013 • Healthways, Inc • Services-misc health & allied services, nec • Tennessee
1 EXHIBIT 10.1 CREDIT AGREEMENT Dated as of January 4, 2000Credit Agreement • January 14th, 2000 • American Healthcorp Inc /De • Services-hospitals • Tennessee
AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 9, 2018 BY AND AMONG TIVITY HEALTH, INC. SWEET ACQUISITION, INC. AND NUTRISYSTEM, INC.Merger Agreement • December 10th, 2018 • Tivity Health, Inc. • Services-misc health & allied services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of December 9, 2018 (this “Agreement”), is by and among Tivity Health, Inc., a Delaware corporation (“Parent”), Sweet Acquisition, Inc., a newly formed Delaware corporation and a direct, wholly-owned Subsidiary of Parent (“Merger Sub”), and Nutrisystem, Inc., a Delaware corporation (the “Company”). The Company, Parent and Merger Sub may be referred to herein as a “party” and collectively as the “parties.”
EXHIBIT C SWINGLINE NOTESwingline Note • October 10th, 2003 • American Healthways Inc • Services-misc health & allied services, nec
FOR VALUE RECEIVED, the undersigned, AMERICAN HEALTHWAYS, INC., a Delaware corporation (the "BORROWER"), hereby promises to pay to SUNTRUST BANK (the "SWINGLINE LENDER") or its registered assigns, at the office of SunTrust Bank ("SUNTRUST") at 201 Fourth Avenue, North, Nashville, Tennessee 37219, on the Commitment Termination Date (as defined in the Revolving Credit and Term Loan Agreement dated as of September ___, 2003 (as the same may be amended, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"), among the Borrower, the lenders from time to time party thereto and SunTrust, as administrative agent for the lenders, the lesser of the principal sum of Five Million and No/100 Dollars ($5,000,000.00) and the aggregate unpaid principal amount of all Swingline Loans made by the Swingline Lender to the Borrower pursuant to the Credit Agreement, in lawful money of the United States of America in immediately available funds, and to pay interest from the date hereof
JPMorgan Chase Bank, National AssociationWarrant Agreement • July 16th, 2013 • Healthways, Inc • Services-misc health & allied services, nec • New York
To: Healthways, Inc. 701 Cool Springs Boulevard Franklin, Tennessee 37067 Attention:Chief Financial Officer Telephone No.:615-614-4929 Facsimile No.:615-778-0486
EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement is entered into this 10th day of February, 2002, by and between American Healthways, Inc., a Delaware corporation ("Company") and Donald B. Taylor ("Officer"). W I T N E S S E T H I....Employment Agreement • April 15th, 2002 • American Healthways Inc • Services-misc health & allied services, nec • Tennessee
EXHIBIT 2.2 EARN-OUT AGREEMENT THIS EARN-OUT AGREEMENT (this "Agreement") dated the 5th day of September, 2003, is by and between American Healthways, Inc., a Delaware corporation ("American Healthways") and Matthew Kelliher, as agent (the...Earn-Out Agreement • September 9th, 2003 • American Healthways Inc • Services-misc health & allied services, nec • Delaware
ContractMembership Interest Purchase Agreement • September 16th, 2016 • Healthways, Inc • Services-misc health & allied services, nec
Effective as of July 31, 2016, Healthways, Inc. (the "Company" or "HWAY") completed the sale of its total population health services business (the "TPHS Business") to Sharecare, Inc. ("Sharecare") pursuant to terms of the previously announced Membership Interest Purchase Agreement (the "Purchase Agreement") among the Company, Sharecare, and Healthways SC, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company ("Healthways SC"). The following unaudited pro forma condensed consolidated financial information are based on our historical consolidated financial statements adjusted to give the effect of the sale of the TPHS Business. Beginning in the second quarter 2016, TPHS business results will be reflected in our consolidated financial statements as discontinued operations.
1 Exhibit 10.2 EMPLOYMENT AND NON-COMPETE AGREEMENT This Employment and Non- Compete Agreement entered into this 5th day of June, 2001, by and between American Healthways, Inc., a Delaware corporation with its principal place of business at 3841 Green...Employment Agreement • July 16th, 2001 • American Healthways Inc • Services-hospitals • Tennessee
RECITALSCredit Agreement • January 16th, 2001 • American Healthways Inc • Services-hospitals
1 EXHIBIT 2 AGREEMENT AND PLAN OF MERGERMerger Agreement • June 15th, 2001 • American Healthways Inc • Services-hospitals • Delaware
Morgan Stanley & Co. International plc c/o Morgan Stanley & Co. LLC New York, NY 10036 July 1, 2013Warrant Agreement • July 8th, 2013 • Healthways, Inc • Services-misc health & allied services, nec • New York
To: Healthways, Inc. 701 Cool Springs Boulevard Franklin, Tennessee 37067 Attention:Chief Financial Officer Telephone No.:615-614-4929 Facsimile No.:615-778-0486
Morgan Stanley & Co. International plc c/o Morgan Stanley & Co. LLC New York, NY 10036Call Option Transaction • July 8th, 2013 • Healthways, Inc • Services-misc health & allied services, nec
To: Healthways, Inc. 701 Cool Springs Boulevard Franklin, Tennessee 37067 Attention:Chief Financial Officer Telephone No.:615-614-4929 Facsimile No.:615-778-0486
ContractStock Purchase Agreement • December 15th, 2020 • Tivity Health, Inc. • Services-misc health & allied services, nec
Effective December 9, 2020, Tivity Health, Inc. (the "Company" or "TVTY") completed the sale (“Sale”) of its Nutrition segment ("Nutrition Business") to Kainos NS Holdings LP (“Parent”) and KNS Acquisition Corp., an indirect wholly owned subsidiary of Parent (“Kainos”), pursuant to terms of the previously announced Stock Purchase Agreement ("Purchase Agreement") among the Company, Parent, and Kainos. The Nutrition segment was comprised of Nutrisystem, Inc.’s legacy business and included the Nutrisystem® and the South Beach Diet® programs. The following unaudited pro forma condensed consolidated financial information is based on our historical consolidated financial statements adjusted to give the effect of the Sale. Beginning in the fourth quarter 2020, Nutrition Business results will be reflected in our consolidated financial statements as discontinued operations.
TIVITY HEALTH, INC. SECOND AMENDED AND RESTATED 2014 STOCK INCENTIVE PLANRestricted Stock Unit Award Agreement • May 7th, 2021 • Tivity Health, Inc. • Services-misc health & allied services, nec • Delaware
This 2020 RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated GRANT DATE (the “Grant Date”), is by and between Tivity Health, Inc., a Delaware corporation (the “Company”), and PARTICIPANT NAME (the “Grantee”), under the Company’s Second Amended and Restated 2014 Stock Incentive Plan (the “Plan”). Terms not otherwise defined herein shall have the meanings given to them in the Grantee’s employment agreement or offer letter with the Company (as may be amended from time to time, the “Employment Agreement”), if applicable, or in the absence of an Employment Agreement or if not defined in an Employment Agreement, then the meanings given to them in the Plan.
HEALTHWAYS, INC. PERFORMANCE CASH AWARD AGREEMENTPerformance Cash Award Agreement • March 15th, 2013 • Healthways, Inc • Services-misc health & allied services, nec • Delaware
This PERFORMANCE CASH AWARD AGREEMENT (the “Agreement”) dated as of the GRANT DATE (the “Grant Date”) is by and between Healthways, Inc., a Delaware Company (the “Company”), and PARTICIPANT NAME (the “Grantee”). Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to such terms in the Company’s 2007 Stock Incentive Plan, as amended (the “Plan”).
HEALTHWAYS, INC. AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (EXECUTIVE OFFICERS AND OTHER SENIOR OFFICERS)Restricted Stock Unit Award Agreement • November 6th, 2015 • Healthways, Inc • Services-misc health & allied services, nec • Delaware
This RESTRICTED STOCK UNIT AWARD AGREEMENT (the "Agreement"), dated GRANT DATE, is by and between Healthways, Inc., a Delaware corporation (the "Company"), and PARTICIPANT NAME (the "Grantee"), under the Company's Amended and Restated 2014 Stock Incentive Plan (the "Plan"). Terms not otherwise defined herein shall have the meanings given to them in the Plan.
