Luminex Corp Sample Contracts

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FORM OF
Underwriting Agreement • March 27th, 2000 • Luminex Corp • Services-commercial physical & biological research • New York
FORM OF AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 14th, 2002 • Luminex Corp • Services-commercial physical & biological research • Texas
BY AND AMONG
Asset Purchase Agreement • September 10th, 2002 • Luminex Corp • Services-commercial physical & biological research • Delaware
EXHIBIT 10.18 LEASE AGREEMENT
Lease Agreement • November 13th, 2001 • Luminex Corp • Services-commercial physical & biological research • Texas
LUMINEX CORPORATION AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 13, 2020 3.00% Convertible Senior Notes due 2025
Indenture • May 13th, 2020 • Luminex Corp • Surgical & medical instruments & apparatus • New York

INDENTURE dated as of May 13, 2020 between LUMINEX CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

Exhibit 10.15 FORM OF EMPLOYMENT AGREEMENT
Employment Agreement • March 13th, 2000 • Luminex Corp • Services-commercial physical & biological research • Texas
Dealer]
Luminex Corp • May 13th, 2020 • Surgical & medical instruments & apparatus

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer] (“Dealer”) and Luminex Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

AND
Rights Agreement • June 21st, 2001 • Luminex Corp • Services-commercial physical & biological research • New York
Dealer]
Luminex Corp • May 13th, 2020 • Surgical & medical instruments & apparatus • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Luminex Corporation (“Company”) to [Dealer] (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party agrees that, as to the subject matter and terms of the Transaction to which this Confirmation relates, this Confirmation together with the Agreement (as defined below) shall supersede all prior or contemporaneous written or oral communications between Company and Dealer.

LUMINEX CORPORATION RESTRICTED SHARE AWARD AGREEMENT (DIRECTORS)
Restricted Share Award Agreement • May 25th, 2006 • Luminex Corp • Services-commercial physical & biological research • Delaware
AGREEMENT AND PLAN OF MERGER BY AND AMONG: DIASORIN S.P.A. DIAGONAL SUBSIDIARY INC. AND LUMINEX CORPORATION DATED AS OF APRIL 11, 2021
Agreement and Plan of Merger • April 12th, 2021 • Luminex Corp • Surgical & medical instruments & apparatus • Delaware

This AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of April 11, 2021 (the “Agreement Date”) by and among DiaSorin S.p.A., a società per azioni organized under the laws of the Republic of Italy (“Parent”), Diagonal Subsidiary Inc., a Delaware corporation and wholly owned indirect subsidiary of Parent (“Merger Subsidiary”), and Luminex Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

RECITAL
Employment Agreement • March 15th, 2004 • Luminex Corp • Services-commercial physical & biological research • Texas
LEASE AMENDMENT
Lease Amendment • March 31st, 2003 • Luminex Corp • Services-commercial physical & biological research
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RECITAL
Employment Agreement • May 18th, 2004 • Luminex Corp • Services-commercial physical & biological research • Texas
LUMINEX CORPORATION and THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of , 2008 Providing for the Issuance of Debt Securities
Luminex Corp • June 16th, 2008 • Services-commercial physical & biological research • New York

THIS INDENTURE, between Luminex Corporation, a Delaware corporation (hereinafter called the “Company”) having its principal office at 12212 Technology Boulevard, Austin, Texas 78727, and The Bank of New York Trust Company, N.A., a national banking association, as trustee (hereinafter called the “Trustee”), is made and entered into as of this day of , 2008.

UBS SECURITIES LLC LUMINEX CORPORATION 3,500,000 Shares of Common Stock Underwriting Agreement
Luminex Corp • June 25th, 2008 • Services-commercial physical & biological research • New York

Luminex Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 3,500,000 shares of common stock, par value $0.001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 525,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are collectively herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the “Stock”. The Stock, including the Shares, will have attached thereto rights (the “Rights”) to purchase Series A Junior Participating Preferred Stock. The Rights are to be issued pursuant to a Rights Agreement (the “Rights Agreement”) dated as of June 20, 2001 betw

EMPLOYMENT AGREEMENT
Employment Agreement • February 26th, 2019 • Luminex Corp • Surgical & medical instruments & apparatus • Texas

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 1, 2018 (the “Effective Date”) by and between Luminex Corporation, a Delaware corporation (“Luminex”) and Eric Shapiro (“Executive”).

AGREEMENT AND PLAN OF MERGER among LUMINEX CORPORATION and COMMODORE ACQUISITION, INC. and NANOSPHERE, INC. dated as of May 15, 2016
Agreement and Plan of Merger • May 16th, 2016 • Luminex Corp • Surgical & medical instruments & apparatus • Delaware

This Agreement and Plan of Merger (this “Agreement”), is entered into as of May 15, 2016, by and among Nanosphere, Inc., a Delaware corporation (the “Company”), Luminex Corporation, a Delaware corporation (“Parent”), and Commodore Acquisition, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 9.01 hereof.

LUMINEX CORPORATION RESTRICTED SHARE UNIT AWARD AGREEMENT (2012 LTIP)
Restricted Share Unit Award Agreement • March 13th, 2012 • Luminex Corp • Surgical & medical instruments & apparatus • Delaware

THIS RESTRICTED SHARE UNIT AWARD AGREEMENT (this “Agreement”) is made and entered into as of the __ day of _____, 2012 (the “Grant Date”), between Luminex Corporation, a Delaware corporation, (together with its Subsidiaries, the “Company”), and ________________________________ (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Luminex Corporation 2012 Long Term Incentive Plan (the “LTIP”).

EMPLOYMENT AGREEMENT
Employment Agreement • February 25th, 2015 • Luminex Corp • Surgical & medical instruments & apparatus • Texas

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of August 14, 2012 (the “Effective Date”) by and between Luminex Corporation, a Delaware corporation (“Luminex”) and Nancy M. Capezzuti (“Executive”).

LUMINEX CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • August 7th, 2018 • Luminex Corp • Surgical & medical instruments & apparatus • Delaware

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as of __________ (the "Grant Date"), by and between Luminex Corporation, a Delaware corporation (together with its Subsidiaries and Affiliates where applicable, the "Company"), and the person whose name is set forth on the attached Notice of Grant of Stock Options (the "Optionee"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Luminex Corporation 2018 Equity Incentive Plan (the "Plan").

RECITALS
Indemnification Agreement • August 14th, 2002 • Luminex Corp • Services-commercial physical & biological research • Delaware
RECITAL
Employment Agreement • May 25th, 2005 • Luminex Corp • Services-commercial physical & biological research • Texas
Luminex Corporation 12212 Technology Blvd. Austin, TX 78727 Attn: Harriss Currie,, Chief Financial Officer Ladies and Gentlemen:
Confidentiality Agreement • June 2nd, 2016 • Luminex Corp • Surgical & medical instruments & apparatus • New York

This confidentiality agreement (this “Agreement”) is entered into as of the 6th day of November, 2015, by and between Nanosphere, Inc., a Delaware corporation (the “Company”), and Luminex Corporation (“you” or “your”). In connection with your consideration of a possible negotiated transaction (the “Transaction”) with the Company, you have requested and the Company is prepared to make available to you certain Confidential Information (as defined below) regarding the Company. In consideration of your receipt of such information, you agree as follows:

WITNESSETH:
Employment Agreement • March 16th, 2006 • Luminex Corp • Services-commercial physical & biological research
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