Effective Date" shall mean the date a Registration Statement is initially declared effective by the SEC. "Effectiveness Deadline" shall have the meaning ascribed thereto in Section 2(c)(i) hereof. "Interest" shall mean the interest at the rate of 3%...Registration Rights Agreement • October 14th, 2004 • World Heart Corp • Electromedical & electrotherapeutic apparatus • New York
SHAREHOLDERS AGREEMENTShareholders Agreement • May 17th, 2001 • World Heart Corp • Electromedical & electrotherapeutic apparatus • Ontario
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is made and entered into as of this 22nd day of September, 2003 by and among World Heart Corporation, a corporation incorporated under the laws of the Province of...Registration Rights Agreement • October 22nd, 2003 • World Heart Corp • Electromedical & electrotherapeutic apparatus • New York
RecitalsPurchase Agreement • October 22nd, 2003 • World Heart Corp • Electromedical & electrotherapeutic apparatus • New York
CONVERTIBLE PREFERRED SHARES PURCHASE AGREEMENT by and between EDWARDS LIFESCIENCES (US) INC.Contribution Agreement • May 17th, 2001 • World Heart Corp • Electromedical & electrotherapeutic apparatus • New York
Amendment to Exchange Agreement dated as of May 8, 2002 by and between World Heart Corporation and Edwards Lifesciences LLCExchange Agreement • June 10th, 2002 • World Heart Corp • Electromedical & electrotherapeutic apparatus • New York
RESEARCH CAPITAL CORPORATION AGENCY AGREEMENT September 22, 2003 World Heart Corporation 1 Laser Street Ottawa, Ontario K2E 7V1 Attention: Mr. Roderick Bryden, President and Chief Executive Officer Dear Sirs: Re: Private Placement of Units (One Common...Agency Agreement • October 22nd, 2003 • World Heart Corp • Electromedical & electrotherapeutic apparatus • Ontario
RECITALSSupply Agreement • May 17th, 2001 • World Heart Corp • Electromedical & electrotherapeutic apparatus • California
THIS LOAN AGREEMENT made as of the 28th day of January, 2003. B E T W E E N : WORLD HEART CORPORATION (hereinafter called the "Borrower")Loan Agreement • June 30th, 2003 • World Heart Corp • Electromedical & electrotherapeutic apparatus
TRANSITION SERVICES AGREEMENT by and among EDWARDS LIFESCIENCES LLC, WORLD HEART INC.Transition Services Agreement • May 17th, 2001 • World Heart Corp • Electromedical & electrotherapeutic apparatus • New York
INDEMNITY AGREEMENTIndemnity Agreement • March 30th, 2012 • World Heart Corp • Electromedical & electrotherapeutic apparatus • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of January 1, 2010, is made by and between World Heart Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 14th, 2010 • World Heart Corp • Electromedical & electrotherapeutic apparatus • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of October 13, 2010, by and among World Heart Corporation, a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each an “Investor” and collectively, the “Investors”).
GUARANTEEWorld Heart Corp • June 30th, 2003 • Electromedical & electrotherapeutic apparatus
and-Trust Agreement • May 17th, 2001 • World Heart Corp • Electromedical & electrotherapeutic apparatus • Ontario
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 14th, 2010 • World Heart Corp • Electromedical & electrotherapeutic apparatus • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of October 13, 2010, by and among World Heart Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
DISTRIBUTION AGREEMENTDistribution Agreement • May 17th, 2001 • World Heart Corp • Electromedical & electrotherapeutic apparatus • California
TRANSFER, ASSIGNMENT AND ASSUMPTION AGREEMENT by and among EDWARDS LIFESCIENCES LLC, EDWARDS LIFESCIENCES CORPORATIONAssignment and Assumption Agreement • May 17th, 2001 • World Heart Corp • Electromedical & electrotherapeutic apparatus • New York
CIBC MELLON TRUST COMPANY WARRANT INDENTUREWorld Heart Corp • October 22nd, 2003 • Electromedical & electrotherapeutic apparatus • Ontario
CIBC MELLON TRUST COMPANY WARRANT INDENTUREWorld Heart Corp • October 14th, 2004 • Electromedical & electrotherapeutic apparatus • Ontario
VOTING AGREEMENTVoting Agreement • April 3rd, 2012 • World Heart Corp • Electromedical & electrotherapeutic apparatus • Delaware
This Voting Agreement (this “Agreement”) is entered into as of March 29, 2012 among HeartWare International, Inc., a Delaware corporation (“Parent”), Ocean Acquisition Holding Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and the person listed as a stockholder of World Heart Corporation, a Delaware corporation (the “Company”) on the signature page hereto (the “Stockholder”).
WORLD HEART CORPORATION CHANGE OF CONTROL AND SEVERANCE AGREEMENTChange of Control and Severance Agreement • November 16th, 2009 • World Heart Corp • Electromedical & electrotherapeutic apparatus • California
This Change of Control and Severance Agreement (the “Agreement”) is dated as of September 8, 2009, by and between Jal S. Jassawalla (“Employee”) and World Heart Corporation (the “Company”). This Agreement is intended to provide Employee with certain benefits described herein upon the occurrence of specific events.
RECAPITALIZATION AGREEMENTRecapitalization Agreement • June 25th, 2008 • World Heart Corp • Electromedical & electrotherapeutic apparatus • New York
RECAPITALIZATION AGREEMENT, made this 20th day of June, 2008 (this "Agreement"), among World Heart Corporation (the "Company"), World Heart Inc. ("WHI"), ABIOMED, Inc. ("Abiomed"), Venrock Partners V, L.P., Venrock Associates V, L.P. and Venrock Entrepreneurs Fund V, L.P. (collectively, "Venrock"), Special Situations Fund III QP, L.P., Special Situations Cayman Fund, L.P., Special Situations Private Equity Fund, L.P. and Special Situations Life Sciences Fund, L.P. (collectively, "SSF") and the investors, mutually agreed upon by Venrock and SSF, such approval not to be unreasonably withheld, delayed or conditioned, who become party hereto after the date of this Agreement by executing and delivering a counterpart of the Joinder Agreement attached hereto as Exhibit A. SSF, Venrock and such investors are hereinafter referred to collectively as the "Investors" and individually as an "Investor".
ASSET PURCHASE AGREEMENT dated as of July 11, 2011 by and between WORLD HEART CORPORATION (“Seller”) and SYNCARDIA SYSTEMS, INC. (“Buyer”)Asset Purchase Agreement • March 30th, 2012 • World Heart Corp • Electromedical & electrotherapeutic apparatus • Utah
THIS ASSET PURCHASE AGREEMENT, dated as of July 11, 2011 (the “Effective Date”) is entered into by and between WORLD HEART CORPORATION, a Delaware corporation (“Seller”), and SYNCARDIA SYSTEMS, INC., a Delaware corporation (“Buyer”).
NOTE PURCHASE AGREEMENT By and Among WORLD HEART CORPORATION, WORLD HEART INC., and ABIOMED, INC. Dated: December 11, 2007Note Purchase Agreement • December 13th, 2007 • World Heart Corp • Electromedical & electrotherapeutic apparatus • New York
This Note Purchase Agreement (this “Agreement”) is dated as of December 11, 2007, by and among World Heart Corporation, a Canadian corporation (the “Company”), World Heart Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“WHI”), and ABIOMED, Inc., a Delaware corporation (the “Investor”).
ContractWorld Heart Corp • December 13th, 2007 • Electromedical & electrotherapeutic apparatus
NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE BORROWERS.
EXECUTION COPY RESEARCH CAPITAL CORPORATION AGENCY AGREEMENT September 15, 2004 World Heart Corporation 1 Laser Street Ottawa, Ontario K2E 7V1 Attention: Jal Jassawalla, President and Chief Executive Officer Dear Sirs: Re: Private Placement of...Agency Agreement • October 14th, 2004 • World Heart Corp • Electromedical & electrotherapeutic apparatus • Ontario
Letterhead of World Heart Corporation]World Heart Corp • March 31st, 2005 • Electromedical & electrotherapeutic apparatus
The transfer of Novacor is schedule to take effect on June 30, 2000 (the "Closing Date"). Currently, the terms and conditions of your employment, including compensation and employee benefits, are provided in accordance with the plans and policies of Edwards and Novacor. Following the Closing Date, the terms and conditions of your employment, which is a continuation of your current position, will be subject to the compensation and benefit plans and policies of World Heart Corporation through its wholly owned US subsidiary, World Heart Inc. ("WorldHeart"). We are therefore pleased to offer you continued employment with WorldHeart in your current position, effective as of the Closing Date, as described below. As the Novacor and WorldHeart operations are integrated, your current position may change to reflect the business requirements of WorldHeart.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • December 22nd, 2005 • World Heart Corp • Electromedical & electrotherapeutic apparatus
This Agreement is made and entered into as of , 20 (the “Agreement”), by and between World Heart Corporation, a corporation incorporated under the laws of Canada (the “Company”, which term shall include any one or more of its subsidiaries where appropriate), and (“Indemnitee”). Certain capitalized terms are used in this Agreement as specifically defined in Section 7.
CANADIAN SECURITY AGREEMENT WORLD HEART CORPORATIONCanadian Security Agreement • December 13th, 2007 • World Heart Corp • Electromedical & electrotherapeutic apparatus • New York
ContractWorld Heart Corp • March 22nd, 2010 • Electromedical & electrotherapeutic apparatus • Utah
THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON ONE OR MORE EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND APPLICABLE STATE SECURITIES LAW, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER TO SUCH EFFECT.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 30th, 2009 • World Heart Corp • Electromedical & electrotherapeutic apparatus
This Agreement is made and entered into as of , (the “Agreement”), by and between World Heart Corporation, a corporation continued under the laws of Canada (the “Company”, which term shall include any one or more of its subsidiaries where appropriate), and (“Indemnitee”). Certain capitalized terms are used in this Agreement as specifically defined in Section 7.
Amendment No. 1 to the Recapitalization AgreementRecapitalization Agreement • August 6th, 2008 • World Heart Corp • Electromedical & electrotherapeutic apparatus
This Amendment No. 1 to the Recapitalization Agreement is dated as of July 31, 2008 (this “Amendment No. 1”), by and among (i) World Heart Corporation (the “Company”), (ii) World Heart Inc. (“WHI”), (iii) ABIOMED, Inc. (“Abiomed”), (iv) Venrock Partners V, L.P., Venrock Associates V, L.P. and Venrock Entrepreneurs Fund V, L.P. (collectively, “Venrock”), (v) Special Situations Fund III QP, L.P., Special Situations Cayman Fund, L.P., Special Situations Private Equity Fund, L.P. and Special Situations Life Sciences Fund, L.P. (collectively, “SSF”) and (vi) New Leaf Ventures II, L.P. (“New Leaf”). Capitalized terms used herein and not otherwise defined have the meanings given them in the Recapitalization Agreement.
December 29, 2008 Mr. Jal Jassawalla c/o World Heart Inc.World Heart Corp • March 30th, 2009 • Electromedical & electrotherapeutic apparatus
WAIVER AND RELEASEWorld Heart Corp • June 20th, 2005 • Electromedical & electrotherapeutic apparatus
WHEREAS certain holders of debentures convertible into common shares (the "Debentures") and warrants to acquire common shares (the "Warrants") of World Heart Corporation ("WorldHeart") (together, the "Holders") entered into agreements with WorldHeart (the "Conversion and Exercise Agreements") in which the Holders agreed to convert the Debentures and exercise the Warrants upon certain conditions being met;
SECURITY AGREEMENT Dated as of December 11, 2007 between WORLD HEART INC. as Borrower, and ABIOMED, INC.Security Agreement • December 13th, 2007 • World Heart Corp • Electromedical & electrotherapeutic apparatus • New York
THIS SECURITY AGREEMENT, dated as of December 11, 2007, by and between World Heart Inc., a Delaware corporation (the “Borrower”), and ABIOMED, Inc., a Delaware corporation (the “Lender”),
