Ivax Corp Sample Contracts

ARTICLE I
Voting Agreement • October 26th, 1995 • Ivax Corp /De • Pharmaceutical preparations • Florida
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and
Rights Agreement • December 31st, 1997 • Ivax Corp /De • Pharmaceutical preparations • Florida
ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
Assignment and Assumption Agreement • July 9th, 1997 • Ivax Corp /De • Pharmaceutical preparations
RECITAL
Employment Agreement • August 14th, 1997 • Ivax Corp /De • Pharmaceutical preparations • Florida
RECITALS
Registration Rights Agreement • March 26th, 2001 • Ivax Corp /De • Pharmaceutical preparations • Delaware
ARTICLE 1 DEFINITIONS
Stock Purchase Agreement • February 23rd, 2001 • Ivax Corp /De • Pharmaceutical preparations • Florida
ARTICLE I DEFINITIONS
Ivax Corp /De • May 25th, 2001 • Pharmaceutical preparations • New York
ARTICLE I
Stock Option Agreement • November 12th, 1996 • Ivax Corp /De • Pharmaceutical preparations • New York
ARTICLE II REPRESENTATIONS AND WARRANTIES OF IVAX
Voting Agreement • October 26th, 1995 • Ivax Corp /De • Pharmaceutical preparations • Florida
ARTICLE 1 DEFINITIONS
Agreement and Plan of Merger • November 7th, 2000 • Ivax Corp /De • Pharmaceutical preparations • Florida
EXHIBIT 10.3 CREDIT AGREEMENT
Credit Agreement • August 14th, 1998 • Ivax Corp /De • Pharmaceutical preparations • New York
4 1/2% Convertible Senior Subordinated Notes due 2008
Purchase Agreement • July 31st, 2001 • Ivax Corp /De • Pharmaceutical preparations
RECITAL
Employment Agreement • November 13th, 1998 • Ivax Corp /De • Pharmaceutical preparations • Florida
EXHIBIT 4.1
Ivax Corp /De • December 6th, 2000 • Pharmaceutical preparations • Florida
EXHIBIT 10.2 TRANSACTION AGREEMENT
Transaction Agreement • October 26th, 1995 • Ivax Corp /De • Pharmaceutical preparations • New York
RECITALS
Agreement and Plan of Merger • November 7th, 2000 • Ivax Corp /De • Pharmaceutical preparations
EXHIBIT 10 AMENDMENT NO. 1 TO REVOLVING CREDIT AND REIMBURSEMENT AGREEMENT
Credit and Reimbursement Agreement • November 14th, 1996 • Ivax Corp /De • Pharmaceutical preparations • Florida
1 EXHIBIT 10.25 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 10th, 2001 • Ivax Corp /De • Pharmaceutical preparations • New York
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EXHIBIT 2.1 STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • June 6th, 1997 • Ivax Corp /De • Pharmaceutical preparations
EXHIBIT 1 ===================================================================== =========== AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • November 21st, 1996 • Ivax Corp /De • Pharmaceutical preparations • New York
RECITALS
Development Services Agreement • March 30th, 2000 • Ivax Corp /De • Pharmaceutical preparations • England
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 28th, 2005 • Ivax Corp • Pharmaceutical preparations • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of May 9, 2005, by and between IVAX Corporation, a Florida corporation (the “Company”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Initial Purchaser”) pursuant to that certain Purchase Agreement, dated as of May 4, 2005 (the “Purchase Agreement”) between the Company and the Initial Purchaser.

and U.S. BANK TRUST NATIONAL ASSOCIATION as Trustee INDENTURE
Tia Indenture • July 31st, 2001 • Ivax Corp /De • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER by and among IVAX CORPORATION, TEVA PHARMACEUTICAL INDUSTRIES LIMITED, IVORY ACQUISITION SUB, INC. and IVORY ACQUISITION SUB II, INC. Dated as of July 25, 2005
Agreement and Plan of Merger • July 29th, 2005 • Ivax Corp • Pharmaceutical preparations • New York

AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of July 25, 2005, by and among IVAX CORPORATION, a Florida corporation (the “Company”), TEVA PHARMACEUTICAL INDUSTRIES LIMITED, an Israeli corporation (“Parent”), IVORY ACQUISITION SUB, INC., a Florida corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and IVORY ACQUISITION SUB II, INC., a Florida corporation and a wholly owned subsidiary of Parent (“Sister Subsidiary”)

RECITAL
Employment Agreement • March 31st, 1998 • Ivax Corp /De • Pharmaceutical preparations • Florida
ARTICLE I REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER
4 Voting Agreement • November 21st, 1996 • Ivax Corp /De • Pharmaceutical preparations • New York
ARTICLE I
2 Stock Option Agreement • November 21st, 1996 • Ivax Corp /De • Pharmaceutical preparations • New York
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 17th, 2005 • Ivax Corp • Pharmaceutical preparations • Delaware

THIS STOCK PURCHASE AGREEMENT is made and entered into as of this 15th day of February, 2005, by and among IVAX CORPORATION, a Florida corporation (“IVAX”), PSI HOLDINGS, INC., a Delaware corporation (“PSI”), PHOENIX SCIENTIFIC, INC., a Delaware corporation (“Phoenix”), Green Equity Investors III, L.P., a Delaware limited partnership (“GEI III”), Green Equity Investors Side III, L.P., a Delaware limited partnership (“GEI Side III”), the other stockholders and warrantholders of PSI set forth on the signature pages hereto and, solely to acknowledge and agree to the provisions of Article 11, Leonard Green & Partners, L.P., a Delaware limited partnership (“LGP”).

CREDIT AGREEMENT Dated as of November 23, 2005 among IVAX CORPORATION, as Borrower, CITICORP NORTH AMERICA, INC., as Administrative Agent and The Other Lenders Party Hereto and CITIGROUP GLOBAL MARKETS INC., as Sole Lead Arranger and Bookrunner
Credit Agreement • November 29th, 2005 • Ivax Corp • Pharmaceutical preparations • New York

This CREDIT AGREEMENT (this “Agreement”) is entered into as of November 23, 2005, among IVAX CORPORATION, a Florida corporation (“IVAX”), which as of the Merger Effective Date (as hereinafter defined) is to be merged with Ivory Acquisition Sub, Inc., a Florida corporation, with IVAX being the surviving corporation, and which as of the Subsequent Merger Effective Date (as hereinafter defined) is to be merged into and succeeded by Ivory Acquisition Sub II, Inc., a Florida corporation (the “Surviving Corporation”) (IVAX, as succeeded by the Surviving Corporation as of the Subsequent Merger Effective Date, being (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and CITICORP NORTH AMERICA, INC., as Administrative Agent.

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