0001140361-23-050396 Sample Contracts

CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED.
Selling Shareholder Agreement • October 31st, 2023 • Thermo Fisher Scientific Inc. • Measuring & controlling devices, nec

THIS SELLING SHAREHOLDER AGREEMENT (this “Agreement”) is made and entered into on October 16, 2023, by and between Rickard El Tarzi (the “Selling Shareholder”) and Thermo Fisher Scientific Inc., a Delaware corporation (“Parent” or “Buyer”).

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NONCOMPETITION AGREEMENT
Noncompetition Agreement • October 31st, 2023 • Thermo Fisher Scientific Inc. • Measuring & controlling devices, nec

THIS AGREEMENT, dated as of October 15, 2023, is made by and between Carl Raimond (the “Employee”), and Thermo Fisher Scientific Inc., a Delaware corporation whose principal offices are located at 168 Third Avenue, Waltham, Massachusetts 02451 (“Employer”).

CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED.
Selling Shareholder Agreement • October 31st, 2023 • Thermo Fisher Scientific Inc. • Measuring & controlling devices, nec • Delaware

THIS SELLING SHAREHOLDER AGREEMENT (this “Agreement”) is made and entered into on October 16, 2023, by and between Carl Raimond (the “Selling Shareholder”) and Thermo Fisher Scientific Inc., a Delaware corporation (“Parent or Buyer”).

Mr. Carl Raimond Dear Carl Raimond,
Employment Agreement • October 31st, 2023 • Thermo Fisher Scientific Inc. • Measuring & controlling devices, nec

We are very excited about you joining Thermo Fisher Scientific Inc. following the expected consummation of our acquisition of Olink. This letter is intended to clarify provisions of your employment with us that will only become effective as of the date Olink becomes a wholly-owned subsidiary of Thermo Fisher Scientific Inc., or such earlier date that is determined by Thermo Fisher (the “Closing”). This letter agreement supersedes the offer letter executed by you and Olink Proteomics, Inc (“Olink), dated as of June 24, 2020, as amended through the date hereof.

RETENTION BONUS AGREEMENT
Retention Bonus Agreement • October 31st, 2023 • Thermo Fisher Scientific Inc. • Measuring & controlling devices, nec • Massachusetts

This Retention Bonus Agreement (“Agreement”) is made and entered into as of October , 2023, by and between Thermo Fisher Scientific, Inc. (the “Company”) and Carl Raimond (“Employee”) with respect to the following facts:

CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED. TENDER AND SUPPORT AGREEMENT
Tender and Support Agreement • October 31st, 2023 • Thermo Fisher Scientific Inc. • Measuring & controlling devices, nec • Delaware

This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of October 17, 2023, is entered into by and among Thermo Fisher Scientific Inc., a Delaware corporation (“Parent”), each of the individuals or entities set forth on Schedule A (each, a “Shareholder”, including Jon Hindar, chairman of the Company Board, and Nicolas Roelofs, member of the Company Board (Jon Hindar and Nicolas Roelofs, together, the “Directors”)) and, solely with respect to Section 4.8, Summa Equity AB. All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement (as defined below).

CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED. TRANSFER RESTRICTION AGREEMENT
Transfer Restriction Agreement • October 31st, 2023 • Thermo Fisher Scientific Inc. • Measuring & controlling devices, nec • Delaware

This TRANSFER RESTRICTION AGREEMENT (this “Agreement”), dated as of October 17, 2023, is entered into by and between Thermo Fisher Scientific Inc., a Delaware corporation (“Parent”) and each of the individuals or entities set forth on Schedule A (each, a “Shareholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement (as defined below).

CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED.
Exclusivity Agreement • October 31st, 2023 • Thermo Fisher Scientific Inc. • Measuring & controlling devices, nec

This Exclusivity Agreement (this “Agreement”) is in reference to certain discussions between Thermo Fisher Scientific Inc. (“Thermo Fisher”) and Olink Holding AB (publ) (“Olink” or the “Company”) regarding a potential transaction (on the terms of the non-binding letter of intent referenced below, the “Transaction”) involving Thermo Fisher’s acquisition of 100% of the Company on the terms set forth in the confidential non-binding letter of intent delivered by Thermo Fisher to the Company dated as of October 12, 2023.

PURCHASE AGREEMENT between THERMO FISHER SCIENTIFIC INC. and OLINK HOLDING AB (PUBL), dated as of October 17, 2023
Purchase Agreement • October 31st, 2023 • Thermo Fisher Scientific Inc. • Measuring & controlling devices, nec • Delaware

This PURCHASE AGREEMENT, dated as of October 17, 2023 (this “Agreement”), is entered into by and between Thermo Fisher Scientific Inc., a Delaware corporation (“Parent”), and Olink Holding AB (publ), a public limited liability company organized under the Laws of Sweden (the “Company”).

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