Parker Hannifin Corp Sample Contracts

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1 Exhibit 1.1 PARKER-HANNIFIN CORPORATION Medium-Term Notes Due 9 Months or more from Date of Issue U.S. DISTRIBUTION AGREEMENT
Distribution Agreement • March 13th, 1998 • Parker Hannifin Corp • Miscellaneous fabricated metal products • New York
AND
Agreement and Plan of Merger • June 22nd, 2000 • Parker Hannifin Corp • Miscellaneous fabricated metal products • Delaware
Exhibit 1.1 PARKER-HANNIFIN CORPORATION Medium-Term Notes Due 9 Months or more from Date of Issue U.S. DISTRIBUTION AGREEMENT
Terms Agreement • April 6th, 1998 • Parker Hannifin Corp • Miscellaneous fabricated metal products • New York
AND AS TRUSTEE INDENTURE
Parker Hannifin Corp • February 14th, 2002 • Miscellaneous fabricated metal products • New York
Agreement ---------
Exchange Agreement • February 13th, 2001 • Parker Hannifin Corp • Miscellaneous fabricated metal products • Ohio
225,000,000 Parker-Hannifin Corporation
Parker Hannifin Corp • February 6th, 2003 • Miscellaneous fabricated metal products • New York
AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 1, 2016 BY AND AMONG PARKER- HANNIFIN CORPORATION, PARKER EAGLE CORPORATION AND CLARCOR INC.
Agreement and Plan of Merger • December 1st, 2016 • Parker Hannifin Corp • Miscellaneous fabricated metal products • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of December 1, 2016 (this “Agreement”), is by and among PARKER-HANNIFIN CORPORATION, an Ohio corporation (“Parent”), PARKER EAGLE CORPORATION, a newly formed Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and CLARCOR 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.”

RECITALS
Cancellation Agreement • February 4th, 2003 • Parker Hannifin Corp • Miscellaneous fabricated metal products • Ohio
by and among
Stockholder Tender Agreement • June 22nd, 2000 • Parker Hannifin Corp • Miscellaneous fabricated metal products • Delaware
REGISTRATION RIGHTS AGREEMENT by and among PARKER-HANNIFIN CORPORATION and Morgan Stanley & Co. LLC Citigroup Global Markets Inc. Dated as of February 24, 2017
Registration Rights Agreement • February 28th, 2017 • Parker Hannifin Corp • Miscellaneous fabricated metal products • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 24, 2017, by and among Parker-Hannifin Corporation, an Ohio corporation (the “Company”), and Morgan Stanley & Co. LLC and Citigroup Global Markets Inc., as representatives (collectively, the “Representatives”) of the initial purchasers (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s $700,000,000 aggregate principal amount 3.250% Senior Notes due 2027 (the “2027 Notes”) and $600,000,00 aggregate principal amount 4.100% Senior Notes due 2047 (the “2047 Notes” and, together with the 2027 Notes, the “Initial Securities”) pursuant to the Purchase Agreement (as defined below).

Exhibit (10)(a)* to Report on Form 10-K for Fiscal Year Ended June 30, 1996 by Parker-Hannifin Corporation
Control Severance Agreement • October 1st, 1996 • Parker Hannifin Corp • Miscellaneous fabricated metal products • Ohio
dated as of
Shareholder Protection Rights Agreement • February 4th, 1997 • Parker Hannifin Corp • Miscellaneous fabricated metal products • Ohio
SHAREHOLDER PROTECTION RIGHTS AGREEMENT dated as of February 8, 2007 between PARKER-HANNIFIN CORPORATION and NATIONAL CITY BANK as Rights Agent
Shareholder Protection Rights Agreement • February 8th, 2007 • Parker Hannifin Corp • Miscellaneous fabricated metal products • Ohio

SHAREHOLDER PROTECTION RIGHTS AGREEMENT (as amended from time to time, this “Agreement”), dated as of February 8, 2007 and effective as of the Record Time (as hereinafter defined), between Parker-Hannifin Corporation, an Ohio corporation (the “Company”), and National City Bank, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 2nd, 2003 • Parker Hannifin Corp • Miscellaneous fabricated metal products • Ohio

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of the 8th day of August, 2002 between Parker-Hannifin Corporation, an Ohio corporation (the “Corporation”), and Robert J. Kohlhepp (being referred to herein as the “Indemnified Representative” and collectively with other individuals who may execute substantially similar agreements as the “Indemnified Representatives”), with reference to the following background:

AGREEMENT ---------
Executive Life Insurance Agreement • September 24th, 1999 • Parker Hannifin Corp • Miscellaneous fabricated metal products
CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • August 26th, 2016 • Parker Hannifin Corp • Miscellaneous fabricated metal products • Ohio

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (“Agreement”), dated as of the ____ day of ____________, ____, is entered into by and between Parker-Hannifin Corporation (the “Company”) and ___________________________________ (the “Executive”).

NON-COMPETITION AGREEMENT
Non-Competition Agreement • December 19th, 2003 • Parker Hannifin Corp • Miscellaneous fabricated metal products • New York

THIS NON-COMPETITION AGREEMENT, made as of December 7, 2003 (this “Non-Competition Agreement”), is between J. Colin Keith, an individual (“Keith”), and Parker-Hannifin Corporation, an Ohio corporation (“Parker”).

Re: Amendment No. 1 to Amended and Restated
Distribution Agreement • September 7th, 2010 • Parker Hannifin Corp • Miscellaneous fabricated metal products • New York

We refer to the Amended and Restated U.S. Distribution Agreement dated as of September 17, 2007 (the “Distribution Agreement”), by and among Parker-Hannifin Corporation, an Ohio corporation (the “Company”), and the Agents named therein, relating to the issue and sale from time to time by the Company of its Medium-Term Notes, Series A, due nine months or more from date of issue (the “Notes”).

DENISON INTERNATIONAL PLC and PARKER-HANNIFIN CORPORATION
Acquisition Agreement • December 19th, 2003 • Parker Hannifin Corp • Miscellaneous fabricated metal products • New York

This Acquisition Agreement (this “Agreement”) is made and entered into as of December 7, 2003, by and between DENISON INTERNATIONAL PLC, a public limited company organized under the laws of England and Wales (the “Company”), and PARKER-HANNIFIN CORPORATION, an Ohio corporation (“Purchaser”).

Confidentiality Agreement
Confidentiality Agreement • December 19th, 2003 • Parker Hannifin Corp • Miscellaneous fabricated metal products • New York
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FORM OF TENDER AGREEMENT
Tender Agreement • December 19th, 2003 • Parker Hannifin Corp • Miscellaneous fabricated metal products • New York

TENDER AGREEMENT, dated as of December 7, 2003 (this “Agreement”), by and among Parker-Hannifin Corporation (“Purchaser”), an Ohio corporation, and each other person listed on the signature pages hereof (each, a “Stockholder” and, collectively, the “Stockholders”).

NON-COMPETITION AGREEMENT
Non-Competition Agreement • December 19th, 2003 • Parker Hannifin Corp • Miscellaneous fabricated metal products • New York

THIS NON-COMPETITION AGREEMENT, made as of December 7, 2003 (this “Non-Competition Agreement”), is between Anders C.H. Brag, an individual (“Brag”), and Parker-Hannifin Corporation, an Ohio corporation (“Parker”).

REGISTRATION RIGHTS AGREEMENT by and among PARKER-HANNIFIN CORPORATION and Morgan Stanley & Co. International plc Citigroup Global Markets Limited MIZUHO INTERNATIONAL PLC WELLS FARGO SECURITIES INTERNATIONAL LIMITED KEYBANC CAPITAL MARKETS INC. MUFG...
Registration Rights Agreement • February 28th, 2017 • Parker Hannifin Corp • Miscellaneous fabricated metal products • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 24, 2017, by and among Parker-Hannifin Corporation, an Ohio corporation (the “Company”) and the initial purchasers listed in Schedule I of the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s €700,000,000 aggregate principal amount 1.125% Senior Notes due 2025 (the “Initial Securities”) pursuant to the Purchase Agreement (as defined below).

EXHIBIT 10(a) EXECUTIVE LIFE INSURANCE AGREEMENT
Life Insurance Agreement • October 31st, 2002 • Parker Hannifin Corp • Miscellaneous fabricated metal products
FIRST AMENDMENT TO SHAREHOLDER PROTECTION RIGHTS AGREEMENT
Shareholder Protection Rights Agreement • August 27th, 2009 • Parker Hannifin Corp • Miscellaneous fabricated metal products

THIS FIRST AMENDMENT TO SHAREHOLDER PROTECTION RIGHTS AGREEMENT (the “Amendment”) is made and entered into as of July 6, 2009 by and among Parker-Hannifin Corporation, an Ohio corporation (the “Company”), and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States of America (“Wells Fargo”).

BRIDGE CREDIT AGREEMENT among PARKER-HANNIFIN CORPORATION as the Borrower THE LENDERS NAMED HEREIN as the Lenders and CITIBANK, N.A. as the Administrative Agent CITIBANK, N.A. as Sole Lead Arranger and Sole Bookrunner dated as of August 2, 2021
Bridge Credit Agreement • August 3rd, 2021 • Parker Hannifin Corp • Miscellaneous fabricated metal products • New York

This BRIDGE CREDIT AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made effective as of August 2, 2021 among:

PARKER-HANNIFIN CORPORATION STOCK APPRECIATION RIGHTS AWARD AGREEMENT (SAR-001O)
Parker Hannifin Corp • August 17th, 2010 • Miscellaneous fabricated metal products

The Human Resources and Compensation Committee of the Board of Directors (the “Committee”) of Parker-Hannifin Corporation (the “Company”) has awarded to you the following number of Stock Appreciation Rights (“SARs”) under the Parker-Hannifin Corporation 2009 Omnibus Stock Incentive Plan (the “Plan”) and subject to the Parker-Hannifin Corporation Stock Appreciation Right Terms and Conditions (SAR-001O) (the “Terms and Conditions”):

INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 29th, 2003 • Parker Hannifin Corp • Miscellaneous fabricated metal products • Ohio

This Indemnification Agreement (“Agreement”) is made as of the 14th day of August, 2003, by and between Parker-Hannifin Corporation, an Ohio corporation (the “Company”), and (the “Indemnitee”).

CANCELLATION AGREEMENT
Cancellation Agreement • April 30th, 2004 • Parker Hannifin Corp • Miscellaneous fabricated metal products • Ohio

THIS AGREEMENT is made and entered into as of December 19, 2003 by and among Parker-Hannifin Corporation (the “Company”), Thomas A. Piraino, Jr. (the “Executive”) and the Thomas A. Piraino, Jr. and Barbara C. McWilliams Irrevocable Trust dated September 1, 2000 (the “Trust”).

FIRST AMENDMENT AGREEMENT
First Amendment Agreement • September 6th, 2019 • Parker Hannifin Corp • Miscellaneous fabricated metal products • New York
PERSONAL AND CONFIDENTIAL
Personal and Confidential • November 4th, 2022 • Parker Hannifin Corp • Miscellaneous fabricated metal products • Ohio

The following sets forth the agreement between Parker-Hannifin Corporation (“Parker” or “Company”) and you regarding your retirement from Parker:

PARKER-HANNIFIN CORPORATION NON-EMPLOYEE DIRECTORS’ RESTRICTED STOCK UNIT AWARD AGREEMENT (RS-003NED)
Restricted Stock Unit Award Agreement • February 3rd, 2016 • Parker Hannifin Corp • Miscellaneous fabricated metal products

The Human Resources and Compensation Committee of the Board of Directors (“Committee”) of Parker-Hannifin Corporation (“Company”) has awarded you the following number of Restricted Stock Units (“RSUs”) under the Amended and Restated Parker-Hannifin Corporation 2009 Omnibus Stock Incentive Plan (the “Plan”) and subject to the Parker-Hannifin Corporation Non-Employee Directors’ Restricted Stock Unit Terms and Conditions (RS-003NED) (“Terms and Conditions”):

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