PSS World Medical Inc Sample Contracts

W I T N E S S E T H
Supplemental Indenture • February 16th, 2001 • PSS World Medical Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
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AND
Credit Agreement • February 23rd, 1999 • PSS World Medical Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
EMPLOYMENT AGREEMENT
Employment Agreement • July 9th, 1998 • PSS World Medical Inc • Wholesale-medical, dental & hospital equipment & supplies • Florida
October 30, 2002
Letter Agreement • June 26th, 2003 • PSS World Medical Inc • Wholesale-medical, dental & hospital equipment & supplies
BACKGROUND ----------
Employment Agreement • June 26th, 2003 • PSS World Medical Inc • Wholesale-medical, dental & hospital equipment & supplies • Florida
AGREEMENT AND PLAN OF MERGER BY AND AMONG PHYSICIAN SALES & SERVICE, INC., PSS MERGER CORP., AND GULF SOUTH MEDICAL SUPPLY, INC. Dated as of December 14, 1997
Merger Agreement • January 22nd, 1998 • Physician Sales & Service Inc /Fl/ • Wholesale-medical, dental & hospital equipment & supplies • Delaware
BY AND AMONG
Merger Agreement • January 3rd, 1997 • Physician Sales & Service Inc /Fl/ • Wholesale-medical, dental & hospital equipment & supplies • Georgia
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 28th, 2012 • PSS World Medical Inc • Wholesale-medical, dental & hospital equipment & supplies • New York

PSS World Medical, Inc., a Florida corporation (the “Issuer”), proposes to issue and sell to Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (together, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated February 16, 2012 (the “Purchase Agreement”), $250,000,000 aggregate principal amount of its 6.375% Senior Notes due 2022 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by each of the Issuer’s existing subsidiaries listed on Schedule B to the Purchase Agreement (the “Guarantors” and together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of February 24, 2012, (the “Indenture”) among the Issuer, the Guarantors named therein and U.S. Bank National Association, as trustee (the “Trustee”). As an inducement to the Initial Purchasers, the Company agrees with the Initial Purchasers, for the benefit of the holders of the Initial Secu

FORM OF] REVOLVING NOTE
Revolving Note • February 16th, 2001 • PSS World Medical Inc • Wholesale-medical, dental & hospital equipment & supplies
Exhibit 10.1 STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • October 30th, 2002 • PSS World Medical Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER
Merger Agreement • December 9th, 1996 • Physician Sales & Service Inc /Fl/ • Wholesale-medical, dental & hospital equipment & supplies • Florida
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 7th, 2012 • PSS World Medical Inc • Wholesale-medical, dental & hospital equipment & supplies • Florida

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 14th day of September, 2012 by and between PSS World Medical, Inc., a Florida corporation (hereinafter, the “Company” which term shall include the Company’s other subsidiaries, affiliates and successors), and Joshua H. DeRienzis (hereinafter, “Executive”). This Agreement amends and restates the Employment Agreement between the parties dated as of February 19, 2008, as most recently amended as of December 31, 2008 (the “Original Agreement”).

BACKGROUND ----------
Employment Agreement • June 26th, 2003 • PSS World Medical Inc • Wholesale-medical, dental & hospital equipment & supplies • Florida
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BACKGROUND ----------
Employment Agreement • June 26th, 2003 • PSS World Medical Inc • Wholesale-medical, dental & hospital equipment & supplies • Florida
ARTICLE I
Shareholder Protection Rights Agreement • April 22nd, 1998 • PSS World Medical Inc • Wholesale-medical, dental & hospital equipment & supplies • Florida
Purchase Agreement
Purchase Agreement • March 9th, 2004 • PSS World Medical Inc • Wholesale-medical, dental & hospital equipment & supplies • New York

PSS World Medical, Inc., a Florida corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”) an aggregate of $125,000,000 principal amount of the Convertible Senior Notes due March 15, 2024, convertible into common stock, par value $0.01 (“Stock”), of the Company specified above (the “Firm Securities”) and, at the election of the Purchasers, up to an aggregate of $25,000,000 additional aggregate principal amount (the “Optional Securities”) (the Firm Securities and the Optional Securities which the Purchasers elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”). The Securities will have the benefit of a registration rights agreement (the “Registration Rights Agreement”), to be dated as of March 8, 2004, between the Company and the Purchasers.

EMPLOYMENT AGREEMENT
Employment Agreement • June 15th, 2005 • PSS World Medical Inc • Wholesale-medical, dental & hospital equipment & supplies • Florida

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and effective this 1st day of April, 1998 by and between PSS WORLD MEDICAL, INC., a Florida corporation (hereinafter, the “Company” which term shall include the Company’s other subsidiaries, affiliates and successors), and JEFFREY H. ANTHONY, (hereinafter, “Executive”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 11th, 2009 • PSS World Medical Inc • Wholesale-medical, dental & hospital equipment & supplies

THIS AMENDMENT (the “Amendment”), effective as of December 31, 2008, by and between PSS World Medical, Inc., a Florida corporation (the “Company”), and Jeffrey H. Anthony (“Executive”), amends that certain Employment Agreement, dated as of April 17, 2000, by and between the Company and Executive, as heretofore amended (the “Agreement”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT John Sasen
Employment Agreement • February 11th, 2009 • PSS World Medical Inc • Wholesale-medical, dental & hospital equipment & supplies • Florida

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 30th day of December, 2008 by and between PSS WORLD MEDICAL, INC., a Florida corporation (hereinafter, the “Company” which term shall include the Company’s other subsidiaries, affiliates and successors), and JOHN F. SASEN, SR., (hereinafter, “Executive”). This Agreement amends and restates the Employment Agreement between the parties dated as of April 1, 1998 (the “Original Employment Agreement”).

Exhibit 10.1a AMENDMENT TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • November 20th, 2002 • PSS World Medical Inc • Wholesale-medical, dental & hospital equipment & supplies
PSS WORLD MEDICAL, INC. as Issuer AND U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of August 4, 2008 3.125% Convertible Senior Notes due 2014
Indenture • August 6th, 2008 • PSS World Medical Inc • Wholesale-medical, dental & hospital equipment & supplies • New York

INDENTURE dated as of August 4, 2008 between PSS World Medical, Inc., a Florida corporation, as issuer (hereinafter sometimes called the “Company,” as more fully set forth in Section 1.01) and U.S. Bank National Association, a national banking association, as trustee (hereinafter sometimes called the “Trustee,” as more fully set forth in Section 1.01).

AMENDMENT to LEVEL 3 EMPLOYMENT AGREEMENT
Employment Agreement • June 15th, 2005 • PSS World Medical Inc • Wholesale-medical, dental & hospital equipment & supplies

THIS AMENDMENT (the “Amendment”), effective as of April 17, 2000, by and between PSS World Medical, Inc., a Florida corporation (the “Company”), and the officer of the Company whose signature appears below (“Executive”), amends that certain Employment Agreement, dated as of the date indicated below, by and between the Company and Executive, as heretofore amended (the “Employment Agreement”).

EXHIBIT 4 AFFILIATE AGREEMENT -------------------
Affiliate Agreement • December 24th, 1997 • Physician Sales & Service Inc /Fl/ • Wholesale-medical, dental & hospital equipment & supplies • Delaware
AGREEMENT AND PLAN OF MERGER among MCKESSON CORPORATION, PALM MERGER SUB, INC., and PSS WORLD MEDICAL, INC. Dated as of October 24, 2012
Merger Agreement • October 25th, 2012 • PSS World Medical Inc • Wholesale-medical, dental & hospital equipment & supplies • Florida

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 24, 2012, among MCKESSON CORPORATION, a Delaware corporation (“Parent”), PALM MERGER SUB, INC., a Florida corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”), and PSS WORLD MEDICAL, INC., a Florida corporation (“Company”).

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