Candela Corp /De/ Sample Contracts

SECOND AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • November 13th, 2000 • Candela Corp /De/ • Electromedical & electrotherapeutic apparatus
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EXHIBIT 10.10.2 - FORM OF WARRANT
Warrant Agreement • October 23rd, 1998 • Candela Corp /De/ • Electromedical & electrotherapeutic apparatus • Massachusetts
WITNESSETH
Lease Amendment • November 13th, 1995 • Candela Laser Corp • Electromedical & electrotherapeutic apparatus
UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • June 21st, 1999 • Candela Corp /De/ • Electromedical & electrotherapeutic apparatus • New York
TO
Rights Agreement • October 23rd, 1998 • Candela Corp /De/ • Electromedical & electrotherapeutic apparatus
BETWEEN
Exclusive License Agreement • May 11th, 1999 • Candela Corp /De/ • Electromedical & electrotherapeutic apparatus • California
EXHIBIT 10.10.1 - FORM OF NOTE
Note • October 23rd, 1998 • Candela Corp /De/ • Electromedical & electrotherapeutic apparatus • Massachusetts

This Note is issued pursuant to and is entitled to the benefits of a certain Note and Warrant Purchase Agreement, dated as of October 15, 1998, between the Company and the Persons listed in the Schedule of Purchasers attached thereto (as the same may be amended from time to time, hereinafter referred to as the "Agreement"), and each holder of this Note, by his acceptance hereof, agrees to be bound by the provisions of the Agreement, including, without limitation, that (i) this Note is subject to mandatory prepayments as specified in said Agreement, (ii) the principal of and interest on this Note is subordinated to Senior Debt, as defined in the Agreement, and (iii) in case of an Event of Default, as defined in the Agreement, the principal of this Note may become or may be declared due and payable in the manner and with the effect provided in the Agreement.

CERTIFICATE OF AMENDMENT
Rights Agreement • November 13th, 2000 • Candela Corp /De/ • Electromedical & electrotherapeutic apparatus

Pursuant to Section 26 of the Rights Agreement dated as of September 4, 1992 (the "Rights Agreement") between Candela Corporation (the "Company") and Fleet National Bank, as Rights Agent (the "Rights Agent"), the Company hereby certifies that the Second Amendment to the Rights Agreement, attached as Exhibit 1 hereto, is in compliance with said Section 26.

WITNESSETH
Exclusive Distribution Agreement • May 11th, 1999 • Candela Corp /De/ • Electromedical & electrotherapeutic apparatus • Massachusetts
AMENDED AND RESTATED LICENSE AGREEMENT
License Agreement • May 15th, 2001 • Candela Corp /De/ • Electromedical & electrotherapeutic apparatus • California
Candela Corporation Senior Officer Executive Retention Agreement
Senior Officer Executive Retention Agreement • February 7th, 2008 • Candela Corp /De/ • Electromedical & electrotherapeutic apparatus • Massachusetts

THIS EXECUTIVE RETENTION AGREEMENT (this “Agreement”), effective as of November, 2007 (the “Effective Date”) is made by and between Candela Corporation, a Delaware corporation (the “Company”), and [ ] (the “Executive”).

FIRST AMENDMENT to AMENDED AND RESTATED LICENSE AGREEMENT for DYNAMIC SKIN COOLING METHOD AND APPARATUS U.C. Case No. 93-364
License Agreement • September 30th, 2005 • Candela Corp /De/ • Electromedical & electrotherapeutic apparatus

THIS is a FIRST AMENDMENT to the AMENDED AND RESTATED LICENSE AGREEMENT (the Agreement) by and between The Regents of the University of California (The Regents), a California corporation, having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607 and Candela Corporation (Licensee), a Delaware corporation, having a principal place of business at 530 Boston Post Road, Wayland, MA 01778-1886.

MCKESSON MEDICAL-SURGICAL INC. DISTRIBUTION AGREEMENT
Distribution Agreement • September 30th, 2005 • Candela Corp /De/ • Electromedical & electrotherapeutic apparatus

This Distribution Agreement (“Agreement”) is made and entered into as of the 5th day of August, 2005 (“Effective Date”), by and between McKESSON MEDICAL-SURGICAL INC., having its principal place of business at 8741 Landmark Road, Richmond, Virginia 23228 and any affiliated companies designated by McKesson Medical-Surgical Inc. to participate under this Agreement (“Buyer”), and between Candela Corporation, a Delaware corporation, having its principal place of business at 530 Boston Post Road, Wayland, MA 01778-1886 USA (“Seller”).

Contract
Distributor Agreement • February 9th, 2005 • Candela Corp /De/ • Electromedical & electrotherapeutic apparatus

NOTE: CONFIDENTIAL TREATMENT HAS BEEN OBTAINED OR REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. WHENEVER CONFIDENTIAL INFORMATION IS OMITTED HEREIN (SUCH OMISSIONS ARE DENOTED BY AN ASTERISK), SUCH CONFIDENTIAL INFORMATION HAS BEEN SUBMITTED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

Candela Corporation Amended and Restated Employment Agreement dated as of April 5, 2007, between Candela Corporation and Gerard E. Puorro
Employment Agreement • May 10th, 2007 • Candela Corp /De/ • Electromedical & electrotherapeutic apparatus • Massachusetts

AGREEMENT made as of the 5th day of April, 2007, by and between Candela Corporation, a Delaware corporation (the “Company”), and Gerard E. Puorro (“Puorro” or the “Employee”).

Candela Corporation Amended and Restated Employment Agreement
Employment Agreement • February 7th, 2008 • Candela Corp /De/ • Electromedical & electrotherapeutic apparatus • Massachusetts

AGREEMENT made as of the day of November, 2007, by and between Candela Corporation, a Delaware corporation (the “Company”), and Gerard E. Puorro (“Puorro” or the “Employee”).

Candela Corporation Executive Retention Agreement With Gerard E. Puorro
Executive Retention Agreement • February 7th, 2008 • Candela Corp /De/ • Electromedical & electrotherapeutic apparatus • Massachusetts

THIS EXECUTIVE RETENTION AGREEMENT (this “Agreement”), effective as of November , 2007 (the “Effective Date”) is made by and between Candela Corporation, a Delaware corporation (the “Company”), and Gerard E. Puorro (the “Executive”).

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FORM OF VOTING AGREEMENT
Voting Agreement • September 9th, 2009 • Candela Corp /De/ • Electromedical & electrotherapeutic apparatus • Delaware

This VOTING AGREEMENT (“Agreement”) is entered into as of September 8, 2009, by and between SYNERON MEDICAL LTD., a company organized under the laws of the State of Israel (“Parent”), and the undersigned holder (“Stockholder”) of shares of common stock, par value $0.01 per share, of CANDELA CORPORATION, a Delaware corporation (the “Company”).

Executive Employment, Non-competition and Non-disclosure Agreement
Executive Employment, Non-Competition and Non-Disclosure Agreement • February 7th, 2008 • Candela Corp /De/ • Electromedical & electrotherapeutic apparatus • Massachusetts

THIS EMPLOYMENT, NONCOMPETITION AND NONDISCLOSURE AGREEMENT (this “Employment Agreement”), effective as of [ ,2007] (the “Effective Date”) is made by and between Candela Corporation, a Delaware corporation (the “Company”), and [ ] (the “Executive”). The Company and the Executive are sometimes referred to, individually, as a “Party” or, collectively, as the “Parties.”

EXHIBIT 4.3 -----------
Non-Qualified Stock Option Agreement • October 1st, 1999 • Candela Corp /De/ • Electromedical & electrotherapeutic apparatus • Delaware
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