Trinity Biotech PLC Sample Contracts

Recitals
Purchase Agreement • February 7th, 2003 • Trinity Biotech PLC • In vitro & in vivo diagnostic substances • New York
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WARRANT
Warrant Agreement • February 7th, 2003 • Trinity Biotech PLC • In vitro & in vivo diagnostic substances • New York
TRINITY BIOTECH PLC Issuer AND [TRUSTEE], Trustee
Indenture • June 28th, 2024 • Trinity Biotech PLC • In vitro & in vivo diagnostic substances • New York

INDENTURE, dated as of , 20 , among Trinity Biotech PLC, a public limited company incorporated under the laws of Ireland (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):

AT THE MARKET OFFERING AGREEMENT
At the Market Offering Agreement • July 12th, 2024 • Trinity Biotech PLC • In vitro & in vivo diagnostic substances • New York

Trinity Biotech plc, a public limited company incorporated under the laws of Ireland (the “Company”), confirms its agreement (this “Agreement”) with Craig-Hallum Capital Group LLC (the “Manager”) as follows:

AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of October 21, 1992 As Amended and Restated as of _______________, 2004
Deposit Agreement • January 15th, 2004 • Trinity Biotech PLC • In vitro & in vivo diagnostic substances • New York

DEPOSIT AGREEMENT dated as of October 21, 1992, as amended and restated as of _____________, 2004 among Trinity Biotech plc, incorporated under the laws of the Republic of Ireland (herein called the Issuer), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and holders from time to time of American Depositary Receipts issued hereunder.

Exhibit A to Deposit Agreement
Deposit Agreement • January 15th, 2004 • Trinity Biotech PLC • In vitro & in vivo diagnostic substances

The Bank of New York as depositary (hereinafter called the "Depositary"), hereby certifies that _____________________________________________________________ ___________________________________________________, or registered assigns IS THE OWNER OF ___________________________

Second Amended and Restated Credit Agreement and Guaranty
Credit Agreement • February 1st, 2024 • Trinity Biotech PLC • In vitro & in vivo diagnostic substances • New York
WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES REPRESENTED BY AMERICAN DEPOSITARY RECEIPTS TRINITY BIOTECH PLC
Security Agreement • April 30th, 2024 • Trinity Biotech PLC • In vitro & in vivo diagnostic substances • New York

This Warrant is issued pursuant to that certain Credit Agreement and Guaranty dated as of December 15, 2021 (the “Credit Agreement”) by and among Trinity Biotech, Inc., a Delaware corporation (“U.S. Holdings”), Fitzgerald Industries International, Inc., a Delaware corporation (“U.S. Fitzgerald”), Clark Laboratories, Inc. (d/b/a as Trinity Biotech (USA)), a New York corporation (“U.S. Clark”), MarDx Diagnostics, Inc., a California corporation (“U.S. MarDx”), Biopool U.S., Inc., a Delaware corporation (d/b/a Trinity Biotech Distribution) (“U.S. Biopool”), Primus Corporation, a Missouri corporation (“U.S. Primus”), IMMCO Diagnostics, Inc., a Delaware corporation (“U.S. Immco” and together with U.S. Holdings, U.S. Fitzgerald, U.S. Clark, U.S. Mardx, U.S. Biopool and U.S. Primus, each a “Borrower” and collectively, the “Borrowers”), certain guarantors party thereto from time to time, the lenders from time to time party thereto, and Perceptive Credit Holdings III, LP, as administrative agent

LEASE AGREEMENT
Lease Agreement • March 25th, 2015 • Trinity Biotech PLC • In vitro & in vivo diagnostic substances • New York

LORRELLE S. JOHNSON and SHARON L. JOHNSON, of 3094 North Main Street Extension, Jamestown, New York 14701, hereinafter referred to as “Johnson,”

JOINT FILING AGREEMENT and POWER OF ATTORNEY
Joint Filing Agreement • October 17th, 2008 • Trinity Biotech PLC • In vitro & in vivo diagnostic substances

The undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including any amendments thereto) with respect to the American Depository Receipts of Trinity Biotech plc beneficially owned by each of them to the extent that they may be deemed to be acting as a group, and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. The undersigned further agree that each of them is (i) individually eligible to use the Schedule 13D to which this Exhibit is attached and (ii) responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness of accuracy of the information concerning any other person making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any n

First Amendment to Amended and Restated Credit Agreement and Guaranty
Credit Agreement • April 24th, 2023 • Trinity Biotech PLC • In vitro & in vivo diagnostic substances • New York

This First Amendment to Amended and Restated Credit Agreement and Guaranty, dated as of April 20, 2023 (this “First Amendment”), is entered into by and among TRINITY BIOTECH, INC., a Delaware corporation (“U.S. Holdings”), FITZGERALD INDUSTRIES INTERNATIONAL, INC., a Delaware corporation (“U.S. Fitzgerald”), CLARK LABORATORIES, INC. (d/b/a Trinity Biotech (USA)), a New York corporation (“U.S. Clark”), BIOPOOL U.S., INC., a Delaware corporation (d/b/a Trinity Biotech Distribution), (“U.S. Biopool”), PRIMUS CORPORATION, a Missouri corporation (“U.S. Primus”), MARDX DIAGNOSTICS, INC., a California corporation (“U.S. Mardx”), IMMCO DIAGNOSTICS, INC., a Delaware corporation (“U.S. Immco” and together with U.S. Holdings, U.S. Fitzgerald, U.S. Clark, U.S. Biopool, U.S. Primus and U.S. Mardx, each a “Borrower” and collectively, the “Borrowers”), the Guarantors party hereto, the Lenders party hereto and PERCEPTIVE CREDIT HOLDINGS III, LP, a Delaware limited partnership, as Lender and as adminis

AGREEMENT AND PLAN OF MERGER
Merger Agreement • April 9th, 2014 • Trinity Biotech PLC • In vitro & in vivo diagnostic substances • Delaware

This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of July 26, 2013 by and among: (i) IMMCO Diagnostics, Inc., a Delaware corporation (the “Company”); (ii) Trinity Biotech PLC, an Irish public limited company (“Parent”), (iii) Trinity Biotech, Inc., a Delaware corporation (the “Buyer”); (iv) TRIB Acquisition Corp., a Delaware corporation (“Merger Sub”); and (v) Summit Partners Venture Capital Fund II-A, L.P., Summit Partners Venture Capital Fund II-B, L.P., and Summit Investors VI, L.P., each a Delaware limited partnership (collectively, “Summit Partners”), solely in their collective capacity as the Representative hereunder.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 11th, 2022 • Trinity Biotech PLC • In vitro & in vivo diagnostic substances

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:

SHARE PURCHASE AGREEMENT between Goldcup 7149 AB, changing name to Trinity Biotech Sweden AB and et al regarding the shares in Fiomi Diagnostics AB
Share Purchase Agreement • April 6th, 2012 • Trinity Biotech PLC • In vitro & in vivo diagnostic substances
Contract
Employment Agreement • May 16th, 2023 • Trinity Biotech PLC • In vitro & in vivo diagnostic substances • New York

This Employment Agreement (this "Agreement") is entered into as of October 3, 2022 between Aris Kekedjian ("Employee") and Trinity Biotech, Inc. ("Trinity" or the "Company").

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • June 16th, 2004 • Trinity Biotech PLC • In vitro & in vivo diagnostic substances • New York
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED AT THE APPROPRIATE PLACES WITH FIVE ASTERISKS [*****], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL, AND (II) THE TYPE THAT THE COMPANY TREATS AS PRIVATE AND CONFIDENTIAL
Transition Agreement • April 30th, 2024 • Trinity Biotech PLC • In vitro & in vivo diagnostic substances • New York

TRANSITION AGREEMENT (this “Agreement”), dated as of December 20, 2023, among Bayer Healthcare LLC, a Delaware limited liability company (“Bayer”), WaveForm Technologies, Inc. a Delaware corporation (“WaveForm”), and TRIB Biosensors Inc., a Delaware corporation (“Trinity”).

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TRINITY BIOTECH INVESTMENT LIMITED, as Issuer TRINITY BIOTECH PLC, as Guarantor WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 4.00% Exchangeable Senior Notes due 2045 INDENTURE Dated as of April 9, 2015
Indenture • April 9th, 2015 • Trinity Biotech PLC • In vitro & in vivo diagnostic substances • New York

INDENTURE, dated as of April 9, 2015, among Trinity Biotech Investment Limited, an exempted limited liability company incorporated under the laws of the Cayman Islands, as issuer (the “Company”), Trinity Biotech plc, a public limited company incorporated under the laws of Ireland, as Guarantor (the “Guarantor”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).

FINANCIAL ADVISORY AGREEMENT
Financial Advisory Agreement • November 29th, 2024 • Trinity Biotech PLC • In vitro & in vivo diagnostic substances • New York

The purpose of this letter (the “Agreement”) is to confirm the engagement of Craig-Hallum Capital Group LLC (“Advisor”) by Trinity Biotech plc (the “Company”) to render financial advisory services to the Company.

SUBLEASE AGREEMENT
Sublease Agreement • March 25th, 2015 • Trinity Biotech PLC • In vitro & in vivo diagnostic substances • New York

THIS SUBLEASE AGREEMENT, made and entered into on December 1, 2007 by and between 60 PINEVIEW LLC, organized and existing under and by virtue of the laws of the state of New York having its principal office at 60 Pineview Drive, Amherst, New York 14228 (the “Sublessor”) and IMMCO DIAGNOSTICS, INC., organized and existing under and by virtue of the laws of the State of New York with its address at 60 Pineview Drive, Amherst, New York 14228 (the “Sublessee”).

INVESTOR SUBORDINATION AGREEMENT
Investor Subordination Agreement • April 30th, 2024 • Trinity Biotech PLC • In vitro & in vivo diagnostic substances • New York

THIS SUBORDINATION AGREEMENT (this “Agreement”) is entered into as of May 3, 2022, by and among MICO IVD HOLDINGS, LLC, as Subordinated Lender party to the Junior Convertible Note described below (including its successors and assigns in such capacity from time to time, the “Subordinated Lender”) and PERCEPTIVE CREDIT HOLDINGS III, LP, as agent for the Senior Lenders party to the Senior Credit Agreement described below (including its successors and assigns in such capacity from time to time, the “Senior Agent”).

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
Asset and Share Purchase Agreement • February 1st, 2024 • Trinity Biotech PLC • In vitro & in vivo diagnostic substances • New York

ASSET AND SHARE PURCHASE AGREEMENT, dated as of January 30, 2024, among TRIB Biosensors Inc., a Delaware corporation (“Buyer”), WaveForm Technologies, Inc., a Delaware corporation (“Waveform”), WaveForm Holdings, LLC, a Delaware limited liability company (“Parent,” and, together with Waveform, the “Sellers”), and Waveform EU d.o.o., a Slovenian company with the registration number: 8868450000, with its business address at Obrtna cesta 18, 8310 Šentjernej, Slovenia (“Sub,” and, together with the Sellers, the “Companies”).

PATENT LICENSE AGREEMENT
Patent License Agreement • March 25th, 2015 • Trinity Biotech PLC • In vitro & in vivo diagnostic substances • Massachusetts

This PATENT LICENSE AGREEMENT (the “Agreement”) is entered into as of August 3, 2006, by and between Inverness Medical Innovations, Inc., a corporation organized and existing under the laws of Delaware (hereinafter called “Inverness”), and Trinity Biotech PLC, a corporation organized and existing under the laws of the Republic of Ireland (hereinafter called “Trinity”).

PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT-NONEXCLUSIVE COVER PAGE
Patent License Agreement • March 25th, 2015 • Trinity Biotech PLC • In vitro & in vivo diagnostic substances • District of Columbia

US Patent 8,148,057, entitled, “Immunoassays and Devices for Detection of Anti-Lipoidal Antibodies”, issued 4/3/2012, claiming priority to US Provisional Patent Application No. 60/693,120, filed 6/21/2005, inventor, Arnold Castro.

BUSINESS & ASSET PURCHASE AGREEMENT
Business & Asset Purchase Agreement • March 25th, 2015 • Trinity Biotech PLC • In vitro & in vivo diagnostic substances • England
Second Amendment to Credit Agreement and Guaranty
Credit Agreement and Guaranty • November 15th, 2022 • Trinity Biotech PLC • In vitro & in vivo diagnostic substances • New York

CREDIT AGREEMENT AND GUARANTY, dated as of December 15, 2021 (this “Agreement”), among TRINITY BIOTECH, INC., a Delaware corporation (“U.S. Holdings”), FITZGERALD INDUSTRIES INTERNATIONAL, INC., a Delaware corporation (“U.S. Fitzgerald”) CLARK LABORATORIES, INC. (d/b/a Trinity Biotech (USA)), a New York corporation (“U.S. Clark”), BIOPOOL US INC., a Delaware corporation (d/b/a Trinity Biotech Distribution) (“U.S. Biopool”), PRIMUS CORPORATION, a Missouri corporation (“U.S. Primus”), MARDX DIAGNOSTICS, INC., a California corporation (“U.S. MarDx”), IMMCO DIAGNOSTICS, INC., a Delaware corporation (“U.S. Immco” and together with U.S. Holdings, U.S. Fitzgerald, U.S. Clark, U.S. Biopool, U.S. Primus and U.S. MarDx, each a “Borrower” and collectively, the “Borrowers”), certain Guarantors from time to time parties hereto, the lenders from time to time party hereto (each, as a “Lender” and collectively, the “Lenders”), and PERCEPTIVE CREDIT HOLDINGS III, LP, a Delaware limited partnership (“Pe

PATENT LICENSE AGREEMENT
Patent License Agreement • March 25th, 2015 • Trinity Biotech PLC • In vitro & in vivo diagnostic substances • Texas

THIS AGREEMENT (“Agreement”) is between the Board of Regents (“Board”) of The University of Texas System (“System”), an agency of the State of Texas, whose address is 201 West 7th Street, Austin, Texas 78701, and Trinity Biotech, Incorporated, a Missouri corporation having a principal place of business located at1930 Business Center Drive, Saint Louis, Missouri 63114, USA (“Trinity”).

EXECUTION VERSION TRINITY BIOTECH PLC AND CERTAIN OF ITS AFFILIATES STAGO INTERNATIONAL S.A.S. PURCHASE AND SALE AGREEMENT for the sale and purchase of the diagnostic coagulation business of Trinity MARCH 10, 2010
Purchase and Sale Agreement • April 14th, 2011 • Trinity Biotech PLC • In vitro & in vivo diagnostic substances

Trinity Biotech Plc, a public limited company incorporated in Ireland (registered number 183476) whose registered office is at IDA Business Park, Bray, Co. Wicklow, Ireland (“Trinity”);

THIS INDENTURE made the 20 day of December 2007 B E T W E E N
Lease Agreement • March 25th, 2015 • Trinity Biotech PLC • In vitro & in vivo diagnostic substances

RONAN O’CAOIMH of Glencarrig, Delgany, County Wicklow and JIM WALSH of Ardvana, The Hill, Monkstown, Co. Dublin (hereinafter called “the Landlord”) which expression shall where the context so admits include their respective successors in title, executors, administrators and assigns) of the one part TRINITY BIOTECH MANUFACTURING LIMITED having its registered office at IDA Business park, Bray, County Wicklow (hereinafter called “the Tenant” which expression shall where the context so admits include its successors in title and permitted assigns) of the other part and

ASSET PURCHASE AGREEMENT by and among BENEN TRADING LTD. EDWARD FITZGERALD KEVIN FITZGERALD and FITZGERALD INDUSTRIES INTERNATIONAL, INC. April 15, 2004
Asset Purchase Agreement • June 16th, 2004 • Trinity Biotech PLC • In vitro & in vivo diagnostic substances • New York

THIS AGREEMENT is made as of April 15, 2004 by and between BENEN TRADING LTD., an Irish limited company (“Buyer”) FITZGERALD INDUSTRIES INTERNATIONAL, INC., a Massachusetts corporation (“Seller”), Mr. EDWARD FITZGERALD and Mr. KEVIN FITZGERALD (“Shareholders”).

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