0001193125-15-331766 Sample Contracts

September 29, 2015
Merger Agreement • September 29th, 2015 • Insite Vision Inc • Pharmaceutical preparations

On September 15, 2015, InSite Vision Incorporated (“InSite”) entered into an Agreement and Plan of Merger, as amended and restated on September 28, 2015 (the “Merger Agreement”), with Ranbaxy, Inc., a Delaware corporation (“Ranbaxy”) and an indirect wholly owned subsidiary of Sun Pharmaceutical Industries Ltd., a global pharmaceutical company registered and existing in India under the Companies Act, 1913 (“Sun Pharma”), and Thea Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Ranbaxy, pursuant to which Purchaser has, upon the terms and subject to the conditions set forth in the Merger Agreement, agreed to purchase all of the issued and outstanding shares of common stock of InSite, par value $0.01 per share, at a price of $0.35 in cash per share, without interest and less any withholding of taxes required by applicable law. In accordance with the Merger Agreement, Purchaser today commenced a cash tender offer to acquire all of the outstanding sha

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INTERCREDITOR AGREEMENT
Intercreditor Agreement • September 29th, 2015 • Insite Vision Inc • Pharmaceutical preparations • New York

Intercreditor Agreement (this “Agreement”), dated as of September 15, 2015, among RANBAXY, INC., as secured party (in such capacity, with its successors and assigns, and as more specifically defined below, the “First Priority Creditor”) for the First Priority Secured Parties (as defined below), U.S. BANK NATIONAL ASSOCIATION, as collateral agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “Second Priority Representative”) for the Second Priority Secured Parties (as defined below) and INSITE VISION INCORPORATED (the “Company”).

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