Wild Oats Markets Inc Sample Contracts

RECITALS
Credit Agreement • May 25th, 2004 • Wild Oats Markets Inc • Retail-convenience stores • Colorado
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TO
Indenture • August 20th, 2004 • Wild Oats Markets Inc • Retail-convenience stores • New York
BETWEEN
Rights Agreement • May 21st, 1998 • Wild Oats Markets Inc • Retail-convenience stores • Delaware
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • June 14th, 1999 • Wild Oats Markets Inc • Retail-convenience stores • Oregon
UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • December 8th, 1997 • Wild Oats Markets Inc • Retail-convenience stores • New York
CONTEXT
Credit Agreement • August 12th, 1997 • Wild Oats Markets Inc • Retail-convenience stores • Indiana
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 1, 2000
Credit Agreement • November 14th, 2000 • Wild Oats Markets Inc • Retail-convenience stores • Colorado
RECITALS:
Stockholders Agreement • October 16th, 1996 • Wild Oats Markets Inc • Retail-convenience stores • Delaware
EXHIBIT 4.3 WILD OATS MARKETS, INC. 3.25% Convertible Senior Debentures due 2034 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 20th, 2004 • Wild Oats Markets Inc • Retail-convenience stores • New York
2 3 h. If the Company should terminate this Agreement pursuant to Paragraph 3(b)(iv) by giving a Termination Without Cause Notice:
Employment Agreement • October 16th, 1996 • Wild Oats Markets Inc • Retail-convenience stores • Colorado
SEVERANCE AGREEMENT
Severance Agreement • May 11th, 2006 • Wild Oats Markets Inc • Retail-convenience stores • Colorado

THIS AGREEMENT, dated January 12, 2006, is made by and between Wild Oats Markets, Inc., a Delaware corporation (the "Company"), and Samuel M. Martin III (the "Executive").

SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 28th, 2003 • Wild Oats Markets Inc • Retail-convenience stores • Colorado

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 26, 2003 (this "Agreement"), is entered into by and among: (1) WILD OATS MARKETS, INC., a Delaware corporation (the "Borrower"); (2) each of the financial institutions from time to time listed in Schedule I hereto (each a "Lender", and collectively, the "Lenders"); and (3) WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (in such capacity, the "Administrative Agent"), L/C Issuer and Swing Line Lender.

RECITALS
Distribution Agreement • July 1st, 2002 • Wild Oats Markets Inc • Retail-convenience stores • New York
LOAN AND SECURITY AGREEMENT BANK OF AMERICA, N.A. THE AGENT FOR THE LENDERS PARTY HERETO WILD OATS MARKETS, INC. AS BORROWER MARCH 31, 2005
Loan and Security Agreement • May 12th, 2005 • Wild Oats Markets Inc • Retail-convenience stores • New York
EMPLOYMENT AGREEMENT
Employment Agreement • March 27th, 2002 • Wild Oats Markets Inc • Retail-convenience stores • Colorado

This Agreement, dated December 17, 2001, is between Wild Oats Markets, Inc., a Delaware corporation (the "Company") and Edward F. Dunlap ("Executive").

AMENDED AND RESTATED JOINT FILING AGREEMENT
Joint Filing Agreement • February 3rd, 2006 • Wild Oats Markets Inc • Retail-convenience stores

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $.01 per share, of Wild Oats Markets, Inc., a Delaware corporation, and that this agreement may be included as an exhibit to such joint filing.

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WILD OATS MARKETS, INC. 2006 EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • May 11th, 2006 • Wild Oats Markets Inc • Retail-convenience stores • Delaware

THIS AGREEMENT made as of ____________, 2___, between Wild Oats Markets, Inc., a Delaware corporation (together with its Affiliated Corporations, except where the context requires otherwise, the "Company"), and ______________ (the "Option Holder").

CONFIDENTIAL TREATMENT REQUESTED** THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 4th, 2004 • Wild Oats Markets Inc • Retail-convenience stores • Colorado

THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), dated as of November 4, 2004, is entered into by and among:

SEVERANCE AGREEMENT
Severance Agreement • November 7th, 2006 • Wild Oats Markets Inc • Retail-convenience stores • Colorado

THIS AGREEMENT, dated October 30, 2006, is made by and between Wild Oats Markets, Inc., a Delaware corporation (the “Company”), and Roger E. Davidson (the “Executive”).

First Amendment to Employment Agreement
Employment Agreement • August 28th, 2006 • Wild Oats Markets Inc • Retail-convenience stores

THIS AGREEMENT, effective July 25, 2006 (the “Effective Date”) is made by and between Wild Oats Markets, Inc., a Delaware corporation (the “Company”), and Robert B. Dimond (the “Executive”).

FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • May 12th, 2005 • Wild Oats Markets Inc • Retail-convenience stores

This Fourth Amendment to Employment Agreement, dated as of May 10, 2005 is between Perry Odak ("Executive") and Wild Oats Markets, Inc. (the "Company").

ASSIGNMENT AND ASSUMPTION OF EMPLOYMENT AGREEMENT
Assignment and Assumption of Employment Agreement • August 13th, 2002 • Wild Oats Markets Inc • Retail-convenience stores

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is between Wild Oats Markets, Inc. (the "Assignor") and Wild Oats Financial, Inc. ("Assignee").

RESIGNATION, WAIVER, SETTLEMENT AGREEMENT AND GENERAL RELEASE
Resignation, Waiver, Settlement Agreement and General Release • March 15th, 2007 • Wild Oats Markets Inc • Retail-convenience stores • Delaware

This Resignation, Waiver, Settlement Agreement and General Release (this “Settlement Agreement”) is made by and between Perry D. Odak (“Executive”), on the one hand, and Wild Oats Markets, Inc., a Delaware corporation (“Wild Oats” or the “Company”), on the other hand, as of October 23, 2006 (the “Effective Date”).

WILD OATS MARKETS, INC. 2006 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT FOR DIRECTORS
Restricted Stock Unit Agreement • May 11th, 2006 • Wild Oats Markets Inc • Retail-convenience stores • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (the "Agreement") made as of this ___ day of ______, 20__, between Wild Oats Markets, Inc., a Delaware corporation (the "Company"), and (Name) (the "Grantee").

WILD OATS MARKETS, INC. 1996 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • May 11th, 2006 • Wild Oats Markets Inc • Retail-convenience stores • Colorado

THIS RESTRICTED STOCK AGREEMENT (the "Agreement") is made effective as of February 8, 2006 (the "Effective Date"), between Wild Oats Markets, Inc., a Delaware corporation (the "Company"), and ("Grantee").

RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • November 4th, 2004 • Wild Oats Markets Inc • Retail-convenience stores • Colorado

THIS RESTRICTED STOCK UNIT AGREEMENT (the "Agreement") made as of this _____ day of _____________, 200_, between Wild Oats Markets, Inc., a Delaware corporation (the "Company"), and <<Name>> (the "Grantee").

CONFIDENTIAL TREATMENT REQUESTED** THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 5th, 2005 • Wild Oats Markets Inc • Retail-convenience stores • Colorado

THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), dated as of November 4, 2004, is entered into by and among:

AGREEMENT AND PLAN OF MERGER BY AND AMONG WILD OATS MARKETS, INC., WFMI MERGER CO. AND WHOLE FOODS MARKET, INC. DATED AS OF FEBRUARY 21, 2007
Merger Agreement • February 22nd, 2007 • Wild Oats Markets Inc • Retail-convenience stores • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of February 21, 2007 (the “Agreement”), by and among Wild Oats Markets, Inc., a Delaware corporation (the “Company”), WFMI Merger Co., a Delaware corporation (“Merger Sub”), and Whole Foods Market, Inc., a Texas corporation (“Purchaser”).

LETTERHEAD OF WELLS FARGO BANK, N.A.] WAIVER
Waiver • May 12th, 2005 • Wild Oats Markets Inc • Retail-convenience stores
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