Kendle International Inc Sample Contracts

Kendle International Inc – Prescribed by: Expedite this Form: (Select One) The Ohio Secretary of State Mail Form to one of the Following: Central Ohio: (614) 466-3910 Yes PO Box 1390 Toll Free: 1-877-SOS-FILE (1-877-767-3453) Columbus, OH 43216 *** Requires an additional fee of $100 *** (July 12th, 2011)

FOURTH: The aggregate number of shares which the Corporation is authorized to have outstanding is 1,500 shares (the “Common Shares”), all of which shall be common shares with $ .01 par value per share. The authorized Common Shares of the Corporation shall be divided into two classes, one of which shall be designated Class A common shares (“Class A Common Shares”) and the other of which shall be designated Class B common shares (“Class B Common Shares”). Of the total 1,500 authorized Common Shares, 1,499 shall be Class A Common Shares and 1 shall be a Class B Common Share.

Kendle International Inc – AMENDED AND RESTATED REGULATIONS OF KENDLE INTERNATIONAL INC. CHAPTER I COMMON STOCK (July 12th, 2011)
Kendle International Inc – SELECTED FINANCIAL DATA (June 21st, 2011)
Kendle International Inc – AMENDMENT NO. 3 Dated as of April 28, 2011 to CREDIT AGREEMENT Dated as of March 15, 2010 (May 10th, 2011)

THIS AMENDMENT NO. 3 (this “Amendment”) is made as of April 28, 2011 by and among Kendle International Inc., an Ohio corporation (the “Borrower”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent‘), under that certain Credit Agreement dated as of March 15, 2010 by and among the Borrower, the Lenders and the Administrative Agent as amended by Amendment No. 1 to Credit Agreement, dated as of April 27, 2010 and Amendment No. 2 to Credit Agreement, dated as of January 24, 2011 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

Kendle International Inc – AMENDMENT NO. 4 Dated as of May 3, 2011 to CREDIT AGREEMENT Dated as of March 15, 2010 (May 10th, 2011)

THIS AMENDMENT NO. 4 (this “Amendment”) is made as of May 3, 2011 by and among Kendle International Inc., an Ohio corporation (the “Borrower”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent‘), under that certain Credit Agreement dated as of March 15, 2010 by and among the Borrower, the Lenders and the Administrative Agent as amended by Amendment No. 1 to Credit Agreement, dated as of April 27, 2010, Amendment No. 2 to Credit Agreement, dated as of January 24, 2011 and Amendment No. 3 to Credit Agreement, dated as of April 28, 2011 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

Kendle International Inc – AMENDMENT NO. 1 TO STOCKHOLDER RIGHTS AGREEMENT (May 5th, 2011)

This Amendment No. 1 (the “Amendment”) is dated as of May 4, 2011 and amends that certain Stockholder Rights Agreement (the “Rights Agreement”), dated as of August 14, 2009, between Kendle International Inc., an Ohio corporation (the “Company”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the “Rights Agent”).

Kendle International Inc – AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 4, 2011 BY AND AMONG INC RESEARCH, LLC, TRIANGLE TWO ACQUISITION CORP. AND KENDLE INTERNATIONAL INC. (May 5th, 2011)

AGREEMENT AND PLAN OF MERGER dated as of May 4, 2011 (this “Agreement”) is by and among INC Research, LLC, a Delaware limited liability company (“Parent”), Triangle Two Acquisition Corp., an Ohio corporation and a subsidiary of Parent (“Merger Sub”), and Kendle International Inc., an Ohio corporation (the “Company”).

Kendle International Inc – AMENDMENT NO. 2 Dated as of January 21, 2011 to CREDIT AGREEMENT Dated as of March 15, 2010 (March 16th, 2011)

THIS AMENDMENT NO. 2 (this “Amendment”) is made as of January 21, 2011 by and among Kendle International Inc., an Ohio corporation (the “Borrower”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent’), under that certain Credit Agreement dated as of March 15, 2010 by and among the Borrower, the Lenders and the Administrative Agent as amended by Amendment No. 1 to Credit Agreement, dated as of April 27, 2010 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

Kendle International Inc – News Release For Release Nov. 8, 2010 (November 8th, 2010)

CINCINNATI, Nov. 8, 2010  Kendle (Nasdaq: KNDL), a leading, global full-service clinical research organization, today reported new business awards for the third quarter of 2010 of $131.4 million. Contract cancellations and related adjustments during the quarter moderated significantly to $10.4 million or 1.3 percent of the Company’s backlog at June 30, 2010, resulting in a net book-to-bill of 1.5. New business authorizations (backlog) at Sept. 30, 2010, totaled $807.4 million, a 4.0 percent improvement sequentially over the second quarter of 2010.

Kendle International Inc – News Release For Release Aug. 4, 2010 (August 4th, 2010)

CINCINNATI, Aug. 4, 2010  Kendle (Nasdaq: KNDL), a leading, global full-service clinical research organization, today reported net income of $1.9 million or $0.12 per diluted share for the second quarter of 2010 compared with net income of $3.2 million or $0.21 per diluted share for the second quarter of 2009.

Kendle International Inc – News Release For Release May 5, 2010 (May 5th, 2010)

CINCINNATI, May 5, 2010  Kendle (Nasdaq: KNDL), a leading, global full-service clinical research organization, today reported net income of $1.2 million or $0.08 per diluted share for the first quarter 2010 compared with net income of $886,000 or $0.06 per diluted share for the first quarter 2009.

Kendle International Inc – AMENDMENT NO. 1 Dated as of April 27, 2010 to CREDIT AGREEMENT Dated as of March 15, 2010 (April 28th, 2010)

THIS AMENDMENT NO. 1 (this “Amendment”) is made as of April 27, 2010 by and among Kendle International Inc., an Ohio corporation (the “Borrower”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent’), under that certain Credit Agreement dated as of March 15, 2010 by and among the Borrower, the Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

Kendle International Inc – PLEDGE AND SECURITY AGREEMENT (March 16th, 2010)

THIS PLEDGE AND SECURITY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of March 15, 2010 by and among KENDLE INTERNATIONAL INC., an Ohio corporation (the “Borrower”), the Subsidiaries of the Borrower listed on the signature pages hereto (together with the Borrower, the “Initial Grantors,” and together with any additional Subsidiaries, whether now existing or hereafter formed or acquired which become parties to this Security Agreement from time to time, in accordance with the terms of the Credit Agreement (as defined below), by executing a Supplement hereto in substantially the form of Annex I, the “Grantors”), and JPMORGAN CHASE BANK, N.A., a national banking association, in its capacity as administrative agent (the “Administrative Agent”) for itself and for the Secured Parties (as defined in the Credit Agreement identified below).

Kendle International Inc – CREDIT AGREEMENT dated as of March 15, 2010 among KENDLE INTERNATIONAL INC. The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A. as Administrative Agent J.P. MORGAN SECURITIES INC. as Sole Bookrunner and Sole Lead Arranger (March 16th, 2010)

CREDIT AGREEMENT (this “Agreement”) dated as of March 15, 2010 among KENDLE INTERNATIONAL INC., the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Kendle International Inc – GUARANTY (March 16th, 2010)

THIS GUARANTY (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of March 15, 2010 by and among each of the Subsidiaries of Kendle International Inc. (the “Borrower”) listed on the signature pages hereto (each an “Initial Guarantor”) and those additional Subsidiaries of the Borrower which become parties to this Guaranty by executing a supplement hereto (a “Guaranty Supplement”) in the form attached hereto as Annex I (such additional Subsidiaries, together with the Initial Guarantors, the “Guarantors”), in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), for the benefit of the Secured Parties under the Credit Agreement described below. Unless otherwise defined herein, capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

Kendle International Inc – Kendle Announces Fourth Quarter and Full-Year 2009 Results - Fourth quarter 2009 non-GAAP EPS of $0.44 up nearly 30 percent from same period a year ago. - Full-year 2009 non-GAAP EPS of $2.07 improved 4 percent over full-year 2008. - Open market purchases in 2009 expected to reduce interest costs by $11.0 million over the remaining term of the convertible notes. (February 25th, 2010)

CINCINNATI, Feb. 24 /PRNewswire-FirstCall/ -- Kendle (Nasdaq: KNDL), a leading, global full-service clinical research organization, today reported its results for the fourth quarter and full-year 2009. Net income for the fourth quarter of 2009 was $2.3 million or $0.16 per diluted share. On a non-GAAP basis, net income for the fourth quarter of 2009 was $6.5 million or $0.44 per diluted share, compared with $5.1 million or $0.34 per diluted share for the fourth quarter of 2008, an increase in EPS of 29.4 percent.

Kendle International Inc – AMENDED AND RESTATED CODE OF REGULATIONS OF KENDLE INTERNATIONAL INC. (November 16th, 2009)

The principal office of Kendle International Inc. (the "Corporation") shall be located in the City of Cincinnati, Hamilton County, Ohio. The Corporation may establish or discontinue, from time to time, such other offices and places of business within or without the State of Ohio and within or without the United States of America as may be deemed proper for the conduct of the Corporation's business.

Kendle International Inc – Kendle Announces Third Quarter 2009 Results (November 5th, 2009)

CINCINNATI, Nov. 4, 2009  Kendle (Nasdaq: KNDL), a leading, global full-service clinical research organization, today reported solid net income of $8.8 million or $0.59 per diluted share for the third quarter of 2009, primarily the result of strong execution of its cost control initiatives, compared with net income of $9.4 million or $0.62 per diluted share for the third quarter of 2008. On a pro forma basis, excluding the additional non-cash interest and restructuring charge, net income per diluted share for the third quarter of 2009 was $0.71 compared with $0.73 per diluted share for the third quarter of 2008.

Kendle International Inc – KENDLE INTERNATIONAL INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC AS RIGHTS AGENT STOCKHOLDER RIGHTS AGREEMENT DATED AS OF AUGUST 14, 2009 (August 20th, 2009)

This Stockholder Rights Agreement (the "Agreement"), dated as of August 14, 2009, is between Kendle International Inc., an Ohio corporation (the "Company"), and American Stock Transfer & Trust Company, LLC a New York limited liability trust company (the "Rights Agent").

Kendle International Inc – AMENDED AND RESTATED CODE OF REGULATIONS OF KENDLE INTERNATIONAL INC. (August 10th, 2009)

The principal office of Kendle International Inc. (the “Corporation”) shall be located in the City of Cincinnati, Hamilton County, Ohio. The Corporation may establish or discontinue, from time to time, such other offices and places of business within or without the State of Ohio and within or without the United States of America as may be deemed proper for the conduct of the Corporation’s business.

Kendle International Inc – News Release For Release Aug. 5, 2009 (August 5th, 2009)

CINCINNATI, Aug. 5, 2009  Kendle (Nasdaq: KNDL), a leading, global full-service clinical research organization, today reported net income of $3.2 million or $0.21 per diluted share for the second quarter of 2009 compared with net income of $6.3 million or $0.42 per diluted share for the second quarter of 2008. On a pro forma basis, net income per diluted share for the second quarter of 2009 was $0.43 compared with $0.52 per diluted share for the second quarter of 2008.

Kendle International Inc – AMENDED AND RESTATED CODE OF REGULATIONS OF KENDLE INTERNATIONAL INC. (May 14th, 2009)

The principal office of Kendle International Inc. (the "Corporation") shall be located in the City of Cincinnati, Hamilton County, Ohio. The Corporation may establish or discontinue, from time to time, such other offices and places of business within or without the State of Ohio and within or without the United States of America as may be deemed proper for the conduct of the Corporation's business.

Kendle International Inc – FIFTH AMENDMENT (May 11th, 2009)

This Fifth Amendment (this “Amendment”) is entered into as of March ___, 2009, by and among KENDLE INTERNATIONAL INC., an Ohio corporation (the “Borrower”), the Guarantors listed on the signature pages hereof, the Lenders signatory hereto, and UBS AG, STAMFORD BRANCH, as Administrative Agent for the Lenders (in such capacity, “Administrative Agent”).

Kendle International Inc – News Release For Release May 6, 2009 CONTACTS: Michael Lawson, Investors, (513) 763-1992 Lori Dorer, Media, (513) 345-1685 (May 7th, 2009)

CINCINNATI, May 6, 2009 – Kendle (Nasdaq: KNDL), a leading, global full-service clinical research organization, today reported net income of $886,000 or $0.06 per share for the first quarter 2009 compared with net income of $4.1 million or $0.27 per diluted share for the first quarter 2008. On a pro forma basis, net income for the first quarter of 2009 was $0.47 per diluted share compared with $0.38 per diluted share in the first quarter of 2008.

Kendle International Inc – News Release For immediate release (April 29th, 2009)

CINCINNATI, April 28, 2009  Kendle (Nasdaq: KNDL), a leading, global full-service clinical research organization, today announced Karl “Buzz” Brenkert III, Senior Vice President, Chief Financial Officer (CFO) and Secretary, will depart the Company effective May 6, 2009. Brenkert has served as CFO of the Company since January 2003. Succeeding Brenkert as Senior Vice President and CFO is Keith A. Cheesman, Vice President, Accounting and a current member of Kendle’s Finance senior management team. As CFO Cheesman will oversee the Company’s global financial operations, including Finance, Accounting, Budgeting, Tax, Investor Relations and Financial Planning.

Kendle International Inc – FIFTH AMENDMENT (March 24th, 2009)

This Fifth Amendment (this “Amendment”) is entered into as of March 20, 2009, by and among KENDLE INTERNATIONAL INC., an Ohio corporation (the “Borrower”), the Guarantors listed on the signature pages hereof, the Lenders signatory hereto, and UBS AG, STAMFORD BRANCH, as Administrative Agent for the Lenders (in such capacity, “Administrative Agent”).

Kendle International Inc – News Release For Release Feb. 25, 2009 CONTACTS: For immediate release Michael Lawson, Investors, (513) 763-1992 Lori Dorer, Media, (513) 345-1685 (February 25th, 2009)

CINCINNATI, Feb. 25, 2009 – Kendle (Nasdaq: KNDL), a leading, global full-service clinical research organization, today reported net service revenues for the quarter ended Dec. 31, 2008, of $109.2 million, an increase of 5 percent over the same period in 2007. Excluding the impact of foreign exchange rates, revenues for the quarter increased 18 percent compared to the same period in 2007. Net service revenues for the full year were $475.1 million, an increase of 19 percent over net service revenues of $397.6 million for full year 2007. Foreign exchange rates had a negligible impact on revenue for the full year.

Kendle International Inc – News Release For Release Nov. 4, 2008 CONTACTS: 5 p.m. Eastern Time Michael Lawson, Investors, (513) 763-1992 Lori Dorer, Media, (513) 345-1685 (November 5th, 2008)

CINCINNATI, Nov. 4, 2008 — Kendle (Nasdaq: KNDL), a leading, global full-service clinical research organization, today reported record net income of $11.0 million or $0.73 per diluted share for its third quarter ended Sept. 30, 2008, compared to net income of $3.8 million, or $0.25 per diluted share for the third quarter ended Sept. 30, 2007. Net income for the third quarter of 2007 included a charge for the write-off of deferred financing costs related to the Company’s term debt, which was paid off in the third quarter of 2007. The charges totaled $4.2 million or $0.18 per diluted share. Excluding the effect of this item, earnings per share for third quarter 2007 were $0.43 on a diluted basis.

Kendle International Inc – FOURTH AMENDMENT (August 11th, 2008)

This Fourth Amendment (this “Amendment”) is entered into as of June ___, 2008, by and among KENDLE INTERNATIONAL INC., an Ohio corporation (the “Borrower”), the Guarantors listed on the signature pages hereof, the Lenders signatory hereto, and UBS AG, STAMFORD BRANCH, as Administrative Agent for the Lenders (in such capacity, “Administrative Agent”).

Kendle International Inc – News Release For Release Aug. 6, 2008 CONTACTS: 6 a.m. Eastern Time Patty Frank, Investors, (330) 656-0547 Lori Dorer, Media, (513) 345-1685 (August 6th, 2008)

CINCINNATI, Aug. 6, 2008 — Kendle (Nasdaq: KNDL), a leading, global full-service clinical research organization, today reported record financial results for the second quarter ended June 30, 2008.

Kendle International Inc – KENDLE INTERNATIONAL INC. ANNUAL INCENTIVE PLAN (May 20th, 2008)
Kendle International Inc – KENDLE INTERNATIONAL INC. NONQUALIFIED DEFERRED COMPENSATION PLAN (May 20th, 2008)

Kendle International Inc., an Ohio corporation, hereby adopts this Kendle International Inc. Nonqualified Deferred Compensation Plan (the “Plan”) for the benefit of a select group of management or highly compensated employees. This Plan is an unfunded arrangement and is intended to be exempt from the participation, vesting, funding, and fiduciary requirements set forth in Title I of the Employee Retirement Income Security Act of 1974, as amended. It is intended to comply with Section 409A of the Code. This Plan is effective January 1, 2008.

Kendle International Inc – LEASE AGREEMENT (May 12th, 2008)

THIS LEASE AGREEMENT (this “Lease”) is made and entered into this ___day of , 2008 (which represents the date this Lease was executed by the last of the Lessor and the Lessee, the “Effective Date”), by and between the Lessor and the Lessee hereinafter named.

Kendle International Inc – KENDLE INTERNATIONAL INC. 2007 STOCK INCENTIVE PLAN PERFORMANCE-BASED STOCK UNIT AGREEMENT (May 12th, 2008)

Kendle International Inc., an Ohio corporation (the “Company”), grants to the Grantee named below, in accordance with the terms of the Kendle International Inc. 2007 Stock Incentive Plan (the “Plan”) and this Performance-Based Stock Unit Agreement (the “Agreement”), the following number of Stock Units, on the Grant Date set forth below:

Kendle International Inc – News Release For Release May 7, 2008 CONTACTS: 6 a.m. Eastern Time Patty Frank, Investors, (513) 763-1992 Lori Dorer, Media, (513) 345-1685 (May 7th, 2008)

CINCINNATI, May 7, 2008 — Kendle (Nasdaq: KNDL), a leading, global full-service clinical research organization, today reported financial results for the first quarter ended March 31, 2008.