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Nordson Corp Sample Contracts

Standard Contracts

AND
Rights Agreement • September 29th, 2003 • Nordson Corp • General industrial machinery & equipment, nec • Ohio
PART I
Employment Agreement • January 26th, 1996 • Nordson Corp • General industrial machinery & equipment, nec • Ohio
NORDSON CORPORATION Underwriting Agreement September 4, 2024
Underwriting Agreement • September 9th, 2024 • Nordson Corp • General industrial machinery & equipment, nec • New York

Nordson Corporation, an Ohio corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $600,000,000 principal amount of its 4.500% Notes due 2029 (the “Securities”). The Securities will be issued pursuant to the Indenture, dated as of September 13, 2023 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as amended by a Second Supplemental Indenture to be dated as of September 9, 2024 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

AND
Rights Agreement • January 21st, 2004 • Nordson Corp • General industrial machinery & equipment, nec • Ohio
AMONG NORDSON CORPORATION, AS BORROWER, THE FINANCIAL INSTITUTIONS NAMED HEREIN AS BANKS,
Credit Agreement • September 12th, 2001 • Nordson Corp • General industrial machinery & equipment, nec • Ohio
FORM OF VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • May 30th, 2024 • Nordson Corp • General industrial machinery & equipment, nec • Delaware

This VOTING AND SUPPORT AGREEMENT (as the same may be amended from time to time in accordance with its terms, this “Agreement”), dated as of May 28, 2024, by and among the Persons listed on Schedule A (each a “Stockholder” and collectively, the “Stockholders”) in each such person’s capacity as a stockholder of Atrion Corporation, a Delaware corporation (the “Company”), and Nordson Corporation, an Ohio corporation (“Parent”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).

DIRECTOR INDEMNIFICATION AGREEMENT
Director Indemnification Agreement • December 15th, 2016 • Nordson Corp • General industrial machinery & equipment, nec • Ohio

This Director Indemnification Agreement, dated as of ___________ ___, 201_ (this “Agreement”), is made by and between Nordson Corporation, an Ohio corporation (the “Company”), and _______________________ (“Indemnitee”).

AND
Restated Rights Agreement • January 27th, 2003 • Nordson Corp • General industrial machinery & equipment, nec • Ohio
CHANGE-IN-CONTROL RETENTION AGREEMENT
Change-in-Control Retention Agreement • December 15th, 2015 • Nordson Corp • General industrial machinery & equipment, nec • Ohio

This Agreement is entered into as of [insert effective date] by and between The Nordson Corporation, an Ohio corporation (“Nordson”), and [Name of Executive], an individual (“Employee”).

AGREEMENT AND PLAN OF MERGER by and among NORDSON CORPORATION, ALPHA MEDICAL MERGER SUB, INC. and ATRION CORPORATION Dated as of May 28, 2024
Merger Agreement • August 21st, 2024 • Nordson Corp • General industrial machinery & equipment, nec • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of May 28, 2024 (this “Agreement”), is by and among Nordson Corporation, an Ohio corporation (“Parent”), Alpha Medical Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Atrion Corporation, a Delaware corporation (the “Company” and together with Parent and Merger Sub, collectively, the “parties” and each individually a “party”). All capitalized terms used in this Agreement will have the meanings assigned to such terms in Section 9.03 or as otherwise defined elsewhere in this Agreement.

Contract
Credit Agreement • February 26th, 2015 • Nordson Corp • General industrial machinery & equipment, nec • Ohio

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made effective as of February 20, 2015, among the following:

NORDSON CORPORATION ASSURANCE TRUST
Trust Agreement • March 7th, 2014 • Nordson Corp • General industrial machinery & equipment, nec • Ohio

THIS TRUST AGREEMENT, originally effective as of the 12th day of December, 1998 between Nordson Corporation, an Ohio corporation (“Nordson”), and Key Trust Company of Ohio, N.A. (the “Trustee”) is hereby amended and restated effective January 22, 2014.

SECOND AMENDMENT TO TRUST AGREEMENT FOR NORDSON HOURLY-RATED EMPLOYEES’ SAVINGS TRUST PLAN (January 1, 2006 Restatement)
Trust Agreement • June 9th, 2010 • Nordson Corp • General industrial machinery & equipment, nec

WHEREAS, under an amended and restated agreement made effective January 1, 2006, as amended (hereinafter referred to as the “Trust Agreement”), Nordson Corporation (hereinafter referred to as the “Company”) maintains in effect the Nordson Hourly-Rated Employees’ Savings Trust Plan (hereinafter referred to as the “Plan”) for the exclusive benefit of eligible employees and their beneficiaries; and

NORDSON CORPORATION MASTER NOTE PURCHASE AGREEMENT Dated as of July 26, 2012 Initial Issuance of $68,000,000 3.07% Senior Notes, Series 2012-A, due July 25, 2025 $75,000,000 3.13% Senior Notes, Series 2012-B, due July 26, 2024 $37,000,000 2.62% Senior...
Master Note Purchase Agreement • September 5th, 2012 • Nordson Corp • General industrial machinery & equipment, nec • New York

The undersigned, Nordson Corporation, an Ohio corporation (herein called the “Company”), hereby agrees with you as set forth below. Reference is made to paragraph 10 hereof for definitions of capitalized terms used herein and not otherwise defined herein.

FIRST AMENDMENT TO TRUST AGREEMENT FOR NORDSON HOURLY-RATED EMPLOYEES’ SAVINGS TRUST PLAN (January 1, 2006 Restatement)
Trust Agreement • June 9th, 2010 • Nordson Corp • General industrial machinery & equipment, nec

WHEREAS, under an amended and restated agreement made effective January 1, 2006 (hereinafter referred to as the “Trust Agreement”), Nordson Corporation (hereinafter referred to as the “Company”) maintains in effect the Nordson Hourly-Rated Employees’ Savings Trust Plan (hereinafter referred to as the “Plan”) for the exclusive benefit of eligible employees and their beneficiaries;

SECOND AMENDMENT TO TERM LOAN AGREEMENT
Term Loan Agreement • May 23rd, 2018 • Nordson Corp • General industrial machinery & equipment, nec • Ohio

This Second Amendment to Term Loan Agreement (this “Amendment”) dated as of May 17, 2018, is made by and among NORDSON CORPORATION, an Ohio corporation (the “Borrower”), each of the financial institutions party hereto (the “Lenders”), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as a Lender and as administrative agent for the Lenders (in such capacity as administrative gent, the “Agent”).

NORDSON CORPORATION NOTE PURCHASE AND PRIVATE SHELF AGREEMENT and PRIVATE SHELF FACILITY Dated as of February 22, 2008
Note Purchase and Private Shelf Agreement • February 25th, 2008 • Nordson Corp • General industrial machinery & equipment, nec • Illinois
NORDSON CORPORATION 28601 Clemens Road Westlake, OH 44145-1119 June 4, 2014 (Amended June 24, 2014)
Resignation Agreement • September 4th, 2014 • Nordson Corp • General industrial machinery & equipment, nec • Ohio

This letter sets forth the terms of your resignation as an executive officer of Nordson Corporation (Nordson) and the terms of a paid leave of absence through January 30, 2015, conditioned upon you signing: (i) this letter agreement (“Agreement”); (ii) the attached Primary Release of Claims (Exhibit 1) within twenty-one (21) days of the date of this letter; and (iii) the attached Secondary Release of Claims (Exhibit 2) during the period from January 30, 2015 through February 21, 2015, or within twenty-one (21) days following your voluntary termination of employment prior to expiration of the leave of absence period. All payments and benefits are also subject to your not revoking any of the Release of Claims during the applicable revocation periods.

SECOND SUPPLEMENTAL INDENTURE
Supplemental Indenture • September 9th, 2024 • Nordson Corp • General industrial machinery & equipment, nec • New York

SECOND SUPPLEMENTAL INDENTURE, dated as of September 9, 2024 (this “Supplemental Indenture”), between NORDSON CORPORATION, an Ohio corporation (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (the “Trustee”), to the Indenture, dated as of September 13, 2023, as amended and supplemented through the date of this Supplemental Indenture (the “Indenture”).

STOCK PURCHASE AGREEMENT by and among VP ACQUISITION HOLDINGS, INC., THE STOCKHOLDERS OF VP ACQUISITION HOLDINGS, INC., THE OPTIONHOLDERS OF VP ACQUISITION HOLDINGS, INC., AMERICAN CAPITAL, LTD., as Securityholder Representative, and NORDSON...
Stock Purchase Agreement • December 15th, 2016 • Nordson Corp • General industrial machinery & equipment, nec • Delaware

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of July 15, 2011, by and among VP Acquisition Holdings, Inc., a Delaware corporation (the “Company”), the Persons identified as “Stockholders” of the Company listed on the signature pages hereto (each, a “Stockholder,” and collectively, the “Stockholders”), the Persons identified as “Optionholders” on the signature pages hereto (each, an “Optionholder,” and collectively, the “Optionholders”), and the Persons listed on Exhibit C hereto and which have, or by the Closing Date will have, joined in this Agreement pursuant to a Joinder Agreement (the “Joinder Agreements”) in the form attached hereto as Exhibit D (together with the Stockholders and the Optionholders sometimes referred to herein as the “Securityholders,” and each, a “Securityholder”), ACAS, in its capacity as the Securityholder Representative (the “Securityholder Representative”), and Nordson Corporation, an Ohio corporation (the “Buyer”). Unless otherwise provided, c

MASTER NOTE PURCHASE AGREEMENT Dated as of July 26, 2012 Initial Issuance of $68,000,000 3.07% Senior Notes, Series 2012-A, due July 25, 2025 $75,000,000 3.13% Senior Notes, Series 2012-B, due July 26, 2024 $37,000,000 2.62% Senior Notes, Series...
Master Note Purchase Agreement • December 14th, 2018 • Nordson Corp • General industrial machinery & equipment, nec • New York

The undersigned, Nordson Corporation, an Ohio corporation (herein called the “Company”), hereby agrees with you as set forth below. Reference is made to paragraph 10 hereof for definitions of capitalized terms used herein and not otherwise defined herein.

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 16th, 2008 • Nordson Corp • General industrial machinery & equipment, nec • Ohio

This Amendment to the Employment Agreement between Nordson Corporation and Edward P. Campbell dated November 18, 1998 is entered into as of December 10, 2008 by and between Nordson Corporation, an Ohio corporation (“Nordson”), and Edward P. Campbell (“Employee”).

TRANSITION PERIOD SERVICES AGREEMENT
Transition Period Services Agreement • February 3rd, 2010 • Nordson Corp • General industrial machinery & equipment, nec • Ohio

This Transition Period Services Agreement (this “Agreement”) is made and entered into as of the date set forth below, by and between Nordson Corporation, an Ohio corporation (the “Company”), and Edward P. Campbell (“Mr. Campbell”).

Contract
Credit Agreement • September 5th, 2012 • Nordson Corp • General industrial machinery & equipment, nec • Ohio

This CREDIT AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made effective as of June 4, 2012, among the following:

SUPPLEMENTAL RETIREMENT AGREEMENT BETWEEN NORDSON CORPORATION AND MICHAEL F. HILTON DATED AS OF DECEMBER 9, 2009
Supplemental Retirement Agreement • December 17th, 2010 • Nordson Corp • General industrial machinery & equipment, nec

This Supplemental Retirement Agreement Between Nordson Corporation and Michael F. Hilton (the “Agreement”), dated as of December 9, 2009, is made and entered into by and between Nordson Corporation, an Ohio corporation (the “Company”), and Michael F. Hilton (the “Executive”).

€100,000,000 TERM LOAN FACILITY CREDIT AGREEMENT by and among NORDSON HOLDINGS S.a.r.l. & Co. KG as Borrower, NORDSON CORPORATION as Parent Guarantor THE BANKS PARTY HERETO and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. as Administrative Agent and Dated...
Term Loan Facility Agreement • December 16th, 2013 • Nordson Corp • General industrial machinery & equipment, nec • New York

This CREDIT AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made effective as of August 23, 2013, among the following:

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • April 5th, 2017 • Nordson Corp • General industrial machinery & equipment, nec

This First Amendment to the Agreement and Plan of Merger (this “Amendment”), dated March 30, 2017, is by and among NORDSON CORPORATION, an Ohio corporation (the “Purchaser”), VIKING MERGER CORP., a Delaware corporation (“Merger Sub”), VENTION MEDICAL HOLDINGS, INC., a Delaware corporation (the “Company”) and VMHI REP SERVICES, LLC, a Delaware limited liability company, solely in its capacity as Stockholder Representative thereunder, and amends that certain Agreement and Plan of Merger, dated February 20, 2017, by and among Purchaser, Merger Sub, the Company and the Stockholder Representative (the “Agreement”), as contemplated by Section 11.10 of the Agreement. The capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

605,000,000 TERM LOAN FACILITY AMENDED AND RESTATED TERM LOAN AGREEMENT by and among NORDSON CORPORATION and THE LENDERS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent and PNC CAPITAL MARKETS LLC, MERRILL LYNCH, PIERCE,...
Term Loan Agreement • May 6th, 2019 • Nordson Corp • General industrial machinery & equipment, nec • Ohio

This AMENDED AND RESTATED TERM LOAN AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is dated as of April 30, 2019, among the following:

AGREEMENT for the sale and purchase of certain shares in the capital of Dage Holdings Limited CMS Cameron McKenna LLP (Ref: DCD) Mitre House London EC1A 4DD T +44(0)20 7367 3000 F +44(0)20 7367 2000
Share Purchase Agreement • December 19th, 2006 • Nordson Corp • General industrial machinery & equipment, nec • England

As part of a transaction pursuant to which the Purchaser is to acquire the entire issued share capital of the Company, the Seller has agreed to sell the Shares to the Purchaser and the Purchaser has agreed to purchase the Shares on and subject to the terms and conditions of this Agreement.

THIRD AMENDMENT TO TERM LOAN AGREEMENT
Term Loan Agreement • June 28th, 2018 • Nordson Corp • General industrial machinery & equipment, nec • Ohio

This Third Amendment to Term Loan Agreement (this “Amendment”) dated as of June 26, 2018, is made by and among NORDSON CORPORATION, an Ohio corporation (the “Borrower”), each of the financial institutions party hereto (the “Lenders”), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as a Lender and as administrative agent for the Lenders (in such capacity as administrative gent, the “Agent”).

EMPLOYMENT AGREEMENT
Employment Agreement • December 15th, 2015 • Nordson Corp • General industrial machinery & equipment, nec • Ohio

THIS AGREEMENT, dated as of December ___, 2009, is made by and between Nordson Corporation, an Ohio corporation (the “Company”), and Michael F. Hilton (the “Executive”), and is effective as of January __, 2010 (the “Effective Date”).