Roper Industries Inc /De/ Sample Contracts

BY AND AMONG
Stock Purchase Agreement • January 27th, 2000 • Roper Industries Inc /De/ • Pumps & pumping equipment • Delaware
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AMONG
Purchase Agreement • June 2nd, 1997 • Roper Industries Inc /De/ • Pumps & pumping equipment • New Jersey
as Issuer and
First Supplemental Indenture • January 13th, 2004 • Roper Industries Inc /De/ • Industrial instruments for measurement, display, and control • New York
BY AND AMONG
Merger Agreement • January 22nd, 2003 • Roper Industries Inc /De/ • Industrial instruments for measurement, display, and control • Washington
AMONG
Agreement and Plan of Reorganization • April 15th, 1998 • Roper Industries Inc /De/ • Pumps & pumping equipment • Arizona
BY AND AMONG
Stock Purchase Agreement • November 14th, 2003 • Roper Industries Inc /De/ • Industrial instruments for measurement, display, and control • Delaware
among
Credit Agreement • September 13th, 2000 • Roper Industries Inc /De/ • Pumps & pumping equipment • London
EXHIBIT 2.1 STOCK PURCHASE AGREEMENT BY AND AMONG VARLEN CORPORATION, VARLEN INSTRUMENTS, INC.
Stock Purchase Agreement • January 27th, 2000 • Roper Industries Inc /De/ • Pumps & pumping equipment • Delaware
AMENDMENT AGREEMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 21st, 1998 • Roper Industries Inc /De/ • Pumps & pumping equipment
AND
Indenture • November 28th, 2003 • Roper Industries Inc /De/ • Industrial instruments for measurement, display, and control • New York
EXHIBIT 2.4 ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • January 27th, 2000 • Roper Industries Inc /De/ • Pumps & pumping equipment • New York
ROPER TECHNOLOGIES, INC. Debt Securities Underwriting Agreement Standard Provisions
Underwriting Agreement • November 25th, 2015 • Roper Technologies Inc • Industrial instruments for measurement, display, and control • New York

From time to time, Roper Technologies, Inc., a Delaware corporation (the “Company”), may enter into one or more underwriting agreements in the form of Annex A hereto that incorporate by reference these Standard Provisions (collectively with these Standard Provisions, an “Underwriting Agreement”) that provide for the sale of the securities designated in such Underwriting Agreement (the “Securities”) to the several Underwriters named therein (the “Underwriters”), for whom the Underwriter(s) named therein shall act as representative (the “Representative”). The Underwriting Agreement, including these Standard Provisions, is sometimes referred to herein as this “Agreement”. The Securities will be issued pursuant to an Indenture dated as of August 4, 2008 (the “Indenture”) by and between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

BY AND AMONG
Asset Purchase Agreement • January 22nd, 2002 • Roper Industries Inc /De/ • Industrial instruments for measurement, display, and control • Delaware
WITNESSETH: -----------
Consulting Agreement • January 21st, 1998 • Roper Industries Inc /De/ • Pumps & pumping equipment • New York
W I T N E S S E T H: --------------------
Credit Agreement • January 20th, 1999 • Roper Industries Inc /De/ • Pumps & pumping equipment
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RECITALS
Indemnity Agreement • August 31st, 1999 • Roper Industries Inc /De/ • Pumps & pumping equipment • Delaware
RECITALS --------
Consulting Agreement • January 21st, 1998 • Roper Industries Inc /De/ • Pumps & pumping equipment • Georgia
Exhibit 99.1 Acquisition Agreements SHARE SALE AND PURCHASE AGREEMENT
Share Sale and Purchase Agreement • December 13th, 2001 • Roper Industries Inc /De/ • Industrial instruments for measurement, display, and control
ROPER TECHNOLOGIES, INC. and WELLS FARGO BANK, NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of November 26, 2018
Indenture • November 26th, 2018 • Roper Technologies Inc • Industrial instruments for measurement, display, and control • New York

THIS INDENTURE, dated as of November 26, 2018 between ROPER TECHNOLOGIES, INC. (the “Issuer”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Trustee”),

ROPER INDUSTRIES, INC. Equity Securities Underwriting Agreement Standard Provisions
Underwriting Agreement • December 22nd, 2009 • Roper Industries Inc • Industrial instruments for measurement, display, and control • New York

From time to time, Roper Industries, Inc., a Delaware corporation (the “Company”), may enter into one or more underwriting agreements in the form of Annex A hereto that incorporate by reference these Standard Provisions (collectively with these Standard Provisions, an “Underwriting Agreement”) that provide for the sale of the equity securities designated in such Underwriting Agreement (the “Firm Shares”) to the several Underwriters named therein (the “Underwriters”), for whom the Underwriter(s) named therein shall act as representative (the “Representative”). The Underwriting Agreement may also provide for the sale of additional shares (the “Additional Shares”) of the Company’s equity securities if and to the extent that the Representative determines to exercise, on behalf of the Underwriters, the right to purchase such additional shares granted to the Underwriters. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Securities.” The Underwriting

ROPER INDUSTRIES, INC. and WELLS FARGO BANK, NATIONAL ASSOCIATION, Trustee [FORM OF] INDENTURE Dated as of , 20
Indenture • July 29th, 2008 • Roper Industries Inc • Industrial instruments for measurement, display, and control

THIS INDENTURE, dated as of between ROPER INDUSTRIES, INC. (the “Issuer”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Trustee”),

ROPER INDUSTRIES, INC.
Indenture • November 7th, 2008 • Roper Industries Inc • Industrial instruments for measurement, display, and control • New York

agreements or instruments, or statutes or regulations, as amended from time to time (or to successor statutes and regulations).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 5th, 2018 • Roper Technologies Inc • Industrial instruments for measurement, display, and control • Delaware

This Indemnification Agreement (“Agreement”), dated as of ________________, is by and between Roper Technologies, Inc., a Delaware corporation (the “Company”), and ____________________ (“Indemnitee”).

AGREEMENT AND PLAN OF MERGER by and among PROJECT DIAMOND HOLDINGS CORPORATION, ROPER TECHNOLOGIES, INC., DASH I, INC., and THOMA BRAVO, LLC, as Representative of the Stockholders and Optionholders December 6, 2016
Merger Agreement • December 6th, 2016 • Roper Technologies Inc • Industrial instruments for measurement, display, and control • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 6, 2016, is made by and among Project Diamond Holdings Corporation, a Delaware corporation (the “Company”), Roper Technologies, Inc., a Delaware corporation (“Parent”), Dash I, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”), and Thoma Bravo, LLC, a Delaware limited liability company, solely in its capacity as representative of the Company’s Stockholders and Optionholders (the “Representative”). Each of the Company, Merger Sub, Parent and, to the extent applicable, Representative, is sometimes referred to herein as a “Party” and, collectively, the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XI below.

Underwriting Agreement
Underwriting Agreement • August 21st, 2024 • Roper Technologies Inc • Industrial instruments for measurement, display, and control • New York

Roper Technologies, Inc., a Delaware 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”), $500,000,000 aggregate principal amount of its 4.500% Senior Notes due 2029 (the “2029 Notes”), $500,000,000 aggregate principal amount of its 4.750% Senior Notes due 2032 (the “2032 Notes”) and $1,000,000,000 aggregate principal amount of its 4.900% Senior Notes due 2034 (the “2034 Notes” and, collectively with the 2029 Notes and the 2032 Notes, the “Securities”) having the terms set forth in Schedule 2 hereto. The Securities will be issued pursuant to the Indenture dated as of November 26, 2018 (the “Indenture”) by and between the Company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”).

AMENDED AND RESTATED CREDIT AGREEMENT among ROPER INDUSTRIES, INC., as Parent Borrower, The Foreign Subsidiary Borrowers Referred to Herein, The Several Lenders from Time to Time Parties Hereto, BANK OF TOKYO-MITSUBISHI TRUST COMPANY, KEYBANK NATIONAL...
Credit Agreement • December 15th, 2004 • Roper Industries Inc /De/ • Industrial instruments for measurement, display, and control • New York

AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of December 29, 2003, as amended and restated as of December 13, 2004, among ROPER INDUSTRIES, INC., a Delaware corporation (the “Parent Borrower”), the Foreign Subsidiary Borrowers (as defined below), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), Bank of Tokyo-Mitsubishi Trust Company, KeyBank National Association and SunTrust Bank, as documentation agents (in such capacity, the “Documentation Agents”), WACHOVIA BANK, NATIONAL ASSOCIATION, as syndication agent (in such capacity, the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., as administrative agent.

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