0001193125-17-166717 Sample Contracts

AMENDMENT NO. 1 TO INCOME TAX RECEIVABLE AGREEMENT
Income Tax Receivable Agreement • May 11th, 2017 • Surgery Partners, Inc. • Services-general medical & surgical hospitals, nec

This AMENDMENT NO. 1 TO INCOME TAX RECEIVABLE AGREEMENT (this “Amendment”), dated as of May 9, 2017, is hereby entered into by and between Surgery Partners, Inc., a Delaware corporation (the “Corporation”), and H.I.G. Surgery Centers LLC, a Delaware limited liability company (the “Stockholders Representative,” in its capacity as such).

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AGREEMENT AND PLAN OF MERGER by and among SURGERY PARTNERS, INC., SP MERGER SUB, INC., NSH HOLDCO, INC. and IPC / NSH, L.P. (solely in its capacity as the Sellers’ Representative) Dated as of May 9, 2017
Merger Agreement • May 11th, 2017 • Surgery Partners, Inc. • Services-general medical & surgical hospitals, nec • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 9, 2017, is made by and among Surgery Partners, Inc., a Delaware corporation (“Purchaser”), SP Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary (as defined herein) of Purchaser (“Merger Sub”), NSH Holdco, Inc., a Delaware corporation (the “Company”), and IPC / NSH, L.P., a Delaware limited partnership, solely in its capacity as the Sellers’ Representative (as defined herein).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 11th, 2017 • Surgery Partners, Inc. • Services-general medical & surgical hospitals, nec • Delaware

This SECURITIES PURCHASE AGREEMENT is entered into as of May 9, 2017, by and among Surgery Partners, Inc., a Delaware corporation (the “Company”), and BCPE Seminole Holdings LP, a Delaware limited partnership (the “Investor”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 11th, 2017 • Surgery Partners, Inc. • Services-general medical & surgical hospitals, nec • Delaware

This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of May 9, 2017, by and between the entities set forth on Schedule 1 (the “Sellers”), BCPE Seminole Holdings LP, a Delaware limited partnership (“Purchaser”) and Surgery Partners, Inc., a Delaware corporation (the “Company”).

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