Arthrocare Corp Sample Contracts

Arthrocare Corp – AMENDED AND RESTATED BY-LAWS OF ARTHROCARE CORPORATION (June 4th, 2014)

SECTION l.  Principal Office.  The registered office of ArthroCare Corporation (the “Corporation”) in the State of Delaware shall be located in the City of Wilmington, County of New Castle, and the name of the registered agent in charge thereof shall be The CT Corporation System, Inc., or its representative.  The principal office of the Corporation shall be located at 1209 Orange Street, Wilmington, Delaware 19801.

Arthrocare Corp – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARTHROCARE CORPORATION (June 4th, 2014)
Arthrocare Corp – VOTING AGREEMENT (February 3rd, 2014)

VOTING AGREEMENT, dated as of February 2, 2014 (this “Agreement”), by and among Smith & Nephew, Inc., a Delaware corporation (“Parent”), and the Person listed on Schedule 1 hereto (“Stockholder”).

Arthrocare Corp – EXPLANATORY NOTE TO THIS EXHIBIT (February 3rd, 2014)

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 2, 2014, among ArthroCare Corporation, a Delaware corporation (the “Company”), Smith & Nephew, Inc., a Delaware corporation (“Parent”), and Rosebud Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), and, solely for purposes of Section 8.01, Section 11.04(b) and Section 11.13, Smith & Nephew plc, an English public limited company (“Parent Holdco”).

Arthrocare Corp – VOTING AGREEMENT (February 3rd, 2014)

VOTING AGREEMENT, dated as of February 2, 2014 (this “Agreement”), by and among Smith & Nephew, Inc., a Delaware corporation (“Parent”), and each of the Persons listed on Schedule 1 hereto (each a “Stockholder” and collectively, the “Stockholders”).

Arthrocare Corp – DEFERRED PROSECUTION AGREEMENT (January 7th, 2014)

Defendant ArthroCare Corporation (the “Company”), by its undersigned representatives, pursuant to authority granted by the Company’s Board of Directors, and the United States Department of Justice, Criminal Division, Fraud Section (the “Department”), enter into this deferred prosecution agreement (the “Agreement”), the terms and conditions of which are as follows:

Arthrocare Corp – ArthroCare Announces entry into a Deferred Prosecution Agreement (January 7th, 2014)

ArthroCare Corp. (NASDAQ: ARTC), a leader in developing state-of-the-art, minimally invasive surgical products, and the U.S. Department of Justice (“DOJ”), entered into a  Deferred Prosecution Agreement (“DPA”) filed today with the United States District Court in the Western District of Texas (the Court).  The DPA will resolve the ongoing investigation by the DOJ regarding allegations of securities and related fraud committed under a previous management team.  The investigation was first announced in December 2008.  The facts underlying this agreement relate specifically to matters self-disclosed by ArthroCare to the U.S. Securities and Exchange Commission (“SEC”) and the DOJ, as previously described by ArthroCare in its public press releases and SEC filings.

Arthrocare Corp – AGREEMENT AND PLAN OF MERGER by and among ARTHROCARE CORPORATION, as Purchaser, DURANTE MERGER SUB, INC., as the Merger Sub, ENTRIGUE SURGICAL, INC., as the Company, and SHAREHOLDER REPRESENTATIVE SERVICES LLC, as the Representative July 1, 2013 (July 2nd, 2013)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of this 1st day of July, 2013 by and among ArthroCare Corporation, a Delaware corporation (“Purchaser”), Durante Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser (“Merger Sub”), ENTrigue Surgical, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative of the Company Securityholders pursuant to Section 7.12 of this Agreement (the “Representative”).

Arthrocare Corp – 2013 Annual Bonus Plan Executive Officers (March 8th, 2013)

·                                          Align the interests of executive officers and shareholders in the future growth and success of ArthroCare Corporation (the “Company”) by rewarding executive officer performance.

Arthrocare Corp – AMENDMENT TO JUNE 28, 2000 LICENSE AGREEMENT AND SETTLEMENT AGREEMENT (October 31st, 2012)

This Amendment (“the Amendment”) to the June 28, 2000 License Agreement (“License Agreement”) dated and effective as of the 30th day of July, 2012 (“Amendment Effective Date”) and Settlement Agreement, is by and between the following parties: a) Stryker Corporation, a corporation organized under the laws of the State of Michigan having its principal office at 2825 Airview Boulevard, Kalamazoo, Michigan 49002, on its own behalf and on behalf of its Affiliates,(“Stryker”); and b)  ArthroCare Corporation, a corporation organized under the laws of the State of Delaware having its principal office at 7000 W. William Cannon Drive, Austin, Texas 78735, on its own behalf and on behalf of its Affiliates (“ArthroCare”), collectively referred to herein as the “Parties.”  Defined terms in the License Agreement have the same meaning herein.

Arthrocare Corp – FILED (June 5th, 2012)

WHEREAS Lead Plaintiff, the DeKalb County Pension Fund, Defendant ArthroCare Corporation (“ArthroCare” or the “Company”), Defendant Michael Baker, and Defendant Michael Gluk (together with Lead Plaintiff, the “Settling Parties”) have determined to settle the above-captioned consolidated class action (the “Action”) on the terms set forth in the Stipulation and Agreement of Settlement dated February 9, 2012 (the “Stipulation”);

Arthrocare Corp – 2012 Executive Officer Bonus Plan (March 2nd, 2012)

·                                          Align the interests of employees and shareholders in the future growth and success of ArthroCare Corporation (the “Company”) by rewarding employee performance.

Arthrocare Corp – SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (January 20th, 2012)

This Second Amendment to Employment Agreement (the “Amendment”) is entered into as of January 20, 2012 (the “Effective Date”), between Todd Newton (“Executive”) and ArthroCare Corporation, a Delaware corporation (the “Company”).

Arthrocare Corp – ARTHROCARE CORPORATION LONG TERM INCENTIVE PROGRAM (Effective January 6, 2012) (January 11th, 2012)

The purpose of this document is to set forth the general terms and conditions applicable to the ArthroCare Corporation Long Term Incentive Program (the “Program”) established by the Compensation Committee of the Board of Directors of ArthroCare Corporation (the “Company”) pursuant to, and in implementation of, Articles 8 and 9 of the Company’s Amended and Restated 2003 Incentive Stock Plan (the “Plan”).  The Program is intended to carry out the purposes of the Plan and provide a means to reinforce objectives for sustained long-term performance and value creation by awarding selected key employees of the Company with payments in Company stock based on the level of achievement of pre-established performance goals during performance periods through the award of Performance Shares pursuant to Article 8 of the Plan that, with respect to Section 162(m) Participants (as defined below), are intended to constitute Performance-Based Awards, subject to the restrictions and other provisions of the

Arthrocare Corp – Grant Agreement for Performance Shares for Senior Executives under the ArthroCare Corporation Long Term Incentive Program and ArthroCare Corporation Amended and Restated 2003 Incentive Stock Plan (January 11th, 2012)

This is a Grant Agreement between ArthroCare Corporation (the “Company”) and the individual (the “Holder”) named in the Notice of Grant of Performance Shares (the “Notice”) attached hereto as the cover page of this Grant Agreement.

Arthrocare Corp – ArthroCare Announces Agreement in Principle to Settle Securities Class Action (November 28th, 2011)

AUSTIN, Texas—(BUSINESS WIRE)—November 28, 2011 — ArthroCare Corp. (NASDAQ: ARTC), a leader in developing state-of-the-art, minimally invasive surgical products, announced that it has reached an agreement in principle to settle the private securities class action suits pending against the Company and two of its former officers. These suits were previously consolidated into the action titled In Re ArthroCare Corporation Securities Litigation, Case No. 1:08-cv-00574-SS (consolidated) in the U.S. District Court, Western District of Texas.

Arthrocare Corp – IN THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF TEXAS AUSTIN DIVISION (October 24th, 2011)

This Stipulation of Settlement dated as of August 29, 2011, with Exhibits (the “Stipulation”), is made and entered into by and among the following Settling Parties (as defined in Section IV hereof): (i) Nicholas Weil, Stephen King and Henry Barron (the “Federal Plaintiffs”) on behalf of themselves and derivatively on behalf of ArthroCare Corporation (“ArthroCare” or the “Company”); (ii) Connie Wieser, Megan Bocklet, and Karen Guthrie (the “State Plaintiffs” and collectively with the Federal Plaintiffs, the “Plaintiffs”) on behalf of themselves and derivatively on behalf of ArthroCare; (iii) the Individual Defendants (as defined in Section IV hereof); and (iv) nominal defendant ArthroCare, each by and through their

Arthrocare Corp – OFFICE LEASE 7000 WEST AT LANTANA BUILDINGS 1 & 2 7000 WEST WILLIAM CANNON DRIVE AUSTIN, TEXAS CARRAMERICA LANTANA, LP, as Landlord, and ARTHROCARE CORPORATION, as Tenant. (May 2nd, 2011)

This Office Lease (the Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the Summary”), below, is made by and between CARRAMERICA LANTANA, LP, a Delaware limited partnership (“Landlord”), and ARTHROCARE CORPORATION, a Delaware corporation (“Tenant”).

Arthrocare Corp – 2011 Executive Officer Bonus Plan (March 24th, 2011)

·                                          Align the interests of employees and shareholders in the future growth and success of ArthroCare Corporation (the “Company”) by rewarding employee performance.

Arthrocare Corp – GENERAL RELEASE AND SEPARATION AGREEMENT (February 14th, 2011)

This General Release and Separation Agreement (hereafter "Agreement") is entered into between Rich Christensen (the "Executive"), and ArthroCare Corporation (the "Company") (collectively referred to as the "Parties"), effective eight days after the Executive's signature (the "Effective Date"), unless he revokes his acceptance as provided in Paragraph 7(b), below.

Arthrocare Corp – 2010 Executive Officer Bonus Plan (January 11th, 2010)

Align the interests of employees and shareholders in the future growth and success of ArthroCare Corporation (the “Company”) by rewarding employee performance.

Arthrocare Corp – 2009 Executive Officer Bonus Plan (December 14th, 2009)

Any bonuses payable under this 2009 Bonus Plan are subject to the approval of the Company’s Board of Directors.  The Company has the right to make changes in plan participation, the bonus pool or any other aspect of this plan at any time and without prior notice.

Arthrocare Corp – ARTHROCARE CORPORATION 7500 Rialto Boulevard Building Two, Suite 100 Austin, Texas 78735 August 14, 2009 (November 18th, 2009)
Arthrocare Corp – AMENDMENT TO SUPPLY AND DISTRIBUTION AGREEMENT (November 18th, 2009)

This Amendment by and between Smith & Nephew, Inc, (“SNN”), ArthroCare Corporation Cayman Islands and ArthroCare Corporation, (collectively “ArthroCare”) effective as of September 20th, 2007 (the “Effective Date”) is a modification to the Supply and Distribution Agreement entered as of September 2, 2005 by and between the same parties hereto (the “Supply Agreement”). Unless defined separately herein, capitalized terms shall have the meanings assigned to them in the Supply Agreement.

Arthrocare Corp – CONFIDENTIAL ArthroCare Corporation and Smith & Nephew, Inc. Amendment 16 June 2008 for Development and Supply of S&N Branded Probes and Controllers (November 18th, 2009)

The Supply and Distribution Agreement between ArthroCare Corporation and ArthroCare Corporation Cayman Islands (“ARTC”) and Smith & Nephew, Inc. (“S&N”) dated September 2, 2005 (the “Agreement”) is amended as follows. Except as expressly stated in the amendment, all other terms of the Agreement shall remain in force. The effective date of this Amendment 16 June 2008 for Development and Supply of S&N Branded Probes and Controllers is 16 June 2008.

Arthrocare Corp – REGISTRATION RIGHTS AGREEMENT (November 18th, 2009)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of [—], 2009, by and among ArthroCare Corporation, a Delaware corporation (the “Company”), and OEP AC Holdings, LLC, a Delaware limited liability company (the “Purchaser”).

Arthrocare Corp – THIRD AMENDMENT TO CREDIT AGREEMENT AND FORBEARANCE AGREEMENT (November 18th, 2009)

THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND FORBEARANCE AGREEMENT (this “Agreement”), dated as of August 14 2009, by and among ArthroCare Corporation, a Delaware corporation (the “Borrower”), ArthroCare Medical Corporation, a Nevada corporation (“Medical”, and together with the Borrower, the “Loan Parties”), the financial institutions party hereto (collectively, the “Lenders”) and Bank of America, N.A., as administrative agent for the Lenders (in such capacity, the “Agent”), Swing Line Lender and L/C Issuer (all capitalized terms used in this Agreement shall have the meanings set forth in the Credit Agreement, unless otherwise defined or the context otherwise requires).

Arthrocare Corp – CONFIDENTIAL ArthroCare Corporation And Smith & Nephew, Inc. Pricing and Delivery Amendment 16 June 2008 (November 18th, 2009)
Arthrocare Corp – EXPLANATORY NOTE TO THIS EXHIBIT (November 18th, 2009)

This Securities Purchase Agreement (this “Agreement”) is made as of the 14th day of August, 2009, between ARTHROCARE CORPORATION, a Delaware corporation (the “Company”), and OEP AC HOLDINGS, LLC, a Delaware limited liability company (the “Investor”; the Investor together with any assignee or transferee of the Series A Preferred Stock (as defined below) in accordance with the terms hereof, the “Holders”).

Arthrocare Corp – I. CORPORATE OFFICES 1 I.1 REGISTERED OFFICE 1 I.2 OTHER OFFICES 1 II. MEETINGS OF STOCKHOLDERS 1 II.1 PLACE OF MEETINGS 1 II.2 ANNUAL MEETINGS 1 II.3 SPECIAL MEETINGS 1 II.4 NOTICE OF STOCKHOLDERS’ MEETINGS 2 II.5 ADVANCE NOTICE OF STOCKHOLDER BUSINESS TO BE BROUGHT BEFORE A MEETING 2 II.6 ADVANCE NOTICE OF NOMINATIONS FOR ELECTION TO THE BOARD OF DIRECTORS 5 II.7 MANNER OF GIVING NOTICE TO STOCKHOLDERS; AFFIDAVIT OF NOTICE TO STOCKHOLDERS 8 II.8 QUORUM; REQUIRED VOTE 9 II.9 ADJOURNED MEETING; NOTICE 9 II.10 VOTING 9 II.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING 10 II.12 PROXIES 11 II.13 O (August 17th, 2009)

ArthroCare Corporation (the “Corporation”), pursuant to the provisions of Section 109 of the General Corporation Law of Delaware, hereby adopts these Amended and Restated Bylaws, which restate, amend and supersede the bylaws of the Corporation, as previously amended and restated, in their entirety as described below:

Arthrocare Corp – CERTIFICATE OF DESIGNATIONS OF SERIES A 3.00% CONVERTIBLE PREFERRED STOCK (Par Value $0.001) OF ARTHROCARE CORPORATION Pursuant to Section 151 of the General Corporation Law of the State of Delaware (August 17th, 2009)

ArthroCare Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Company”), in accordance with the provisions of Section 151 thereof, DOES HEREBY CERTIFY:

Arthrocare Corp – AMENDED AND RESTATED BYLAWS OF ARTHROCARE CORPORATION (a Delaware corporation) (July 1st, 2009)

ArthroCare Corporation (the “Corporation”), pursuant to the provisions of Section 109 of the General Corporation Law of Delaware, hereby adopts these Amended and Restated Bylaws, which restate, amend and supersede the bylaws of the Corporation, as previously amended and restated, in their entirety as described below:

Arthrocare Corp – ARTHROCARE CORPORATION EMPLOYMENT AGREEMENT (April 3rd, 2009)

This Employment Agreement (the “Agreement”) is effective as of April 2, 2009 (the “Effective Date”), by and between Todd Newton (“Executive”) and ArthroCare Corporation, a Delaware corporation (the “Company”).  Certain capitalized terms used in the Agreement are defined in Section 7 below.

Arthrocare Corp – Attention: Mr. Jeffrey Templer Re: Credit Agreement dated as of January 13, 2006 (as amended by that certain First Amendment dated as of December 18, 2007, that certain Second Amendment and Consent dated as of November 26, 2008, that certain Waiver dated as of January 16, 2009 and as further amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”) by and among ArthroCare Corporation, a Delaware corporation, as Borrower (the “Borrower”), the banks and other financial institutions party thereto from time to time, as Lenders (the “Lenders”) and Bank (April 3rd, 2009)

This letter also references those certain letters to the Borrower from the Administrative Agent dated February 23, 2009 (the “February 23 Letter”) and March 20, 2009 (the “March 20 Letter,” and together with the February 23 Letter, the “Default Letters”). As you are aware, pursuant to the Default Letters the Administrative Agent notified you of the existence and continuance of several Existing Events of Default (as defined in the March 20 Letter) under the Credit Agreement. In the Default Letters, the Administrative Agent further notified you that, by virtue of the Existing Events of Default and in addition to any pertinent provision of any other Loan Document, the Administrative Agent and the Lenders were not required to, and did not intend to, honor any request for any Credit Extension (other than the possible extension/renewal of an existing Letter of Credit) and that, among other things, the Administrative Agent was expressly reserving its ability to exercise any further rights, po

Arthrocare Corp – INDEMNIFICATION AGREEMENT (April 3rd, 2009)

This Indemnification Agreement (the “Agreement”) is made as of April 2, 2009 by and between ArthroCare Corporation, a Delaware corporation (the “Company”), and Todd Newton (the “Indemnitee”).