ICON PLC AMERICAN DEPOSITARY SHARES REPRESENTINGUnderwriting Agreement • March 10th, 2003 • Icon PLC /Adr/ • American depositary receipts
AGREEMENT AND PLAN OF MERGER by and among ICON PLC ICON US HOLDINGS INC. INDIGO MERGER SUB, INC. and PRA HEALTH SCIENCES, INC. Dated as of February 24, 2021Agreement and Plan of Merger • February 24th, 2021 • Icon PLC • Services-commercial physical & biological research • Delaware
This Agreement and Plan of Merger (this “Agreement”), is entered into as of February 24, 2021, by and among ICON public limited company, a public limited company in Ireland (“Parent”), ICON US Holdings Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“US Holdco”), Indigo Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent and US Holdco (“Merger Sub”), and PRA Health Sciences, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 1.01 hereof.
ICON plc AND THE BANK OF NEW YORK, As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of May 20, 1998 TABLE OF CONTENTDeposit Agreement • June 6th, 2007 • Icon PLC /Adr/ • Services-commercial physical & biological research • New York
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 24th, 2023 • Icon PLC • Services-commercial physical & biological research • New York
CREDIT AGREEMENT, dated as of July 1, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among ICON LUXEMBOURG, S.À R.L., a société à responsabilité limitée incorporated and existing under Luxembourg law, having its registered office at 61, rue de Rollingergrund, L-2440, Luxembourg and registered with the Luxembourg register of commerce and companies (R.C.S. Luxembourg) under number B66588 (the “Lux Borrower”), ICON Clinical Investments, LLC, a Delaware limited liability company (the “Lux U.S. Subsidiary Borrower”), INDIGO MERGER SUB, INC., a Delaware corporation (“Merger Sub” and, prior to the consummation of the Acquisition, the “U.S. Borrower”) (which, after giving effect to the Acquisition on the Closing Date, shall be succeeded by PRA Health Sciences, Inc., a Delaware corporation (the “Target” and, following the consummation of the Acquisition, the “U.S. Borrower”), ICON PUBLIC LIMITED COMPANY, an Irish public
Exhibit A to Deposit AgreementDeposit Agreement • December 18th, 2007 • Icon PLC /Adr/ • Services-commercial physical & biological research
representing deposited Ordinary Shares (herein called "Shares"), of ICON PLC, incorporated under the laws of The Republic of Ireland (herein called the "Company"). At the date hereof, each American Depositary Share represents one (1) Share which is either deposited or subject to deposit under the deposit agreement at the Dublin office of The Bank of Ireland (herein called the "Custodian"). The Depositary's Corporate Trust Office is located at a different address than its principal executive office. Its Corporate Trust Office is located at 101 Barclay Street, New York, N.Y. 10286, and its principal executive office is located at 48 Wall Street, New York, N.Y. 10286.
COMMERCIAL LEASEIcon PLC • March 6th, 2013 • Services-commercial physical & biological research
The company named “MS CAPITOLE SCI”, a société civile immobilière (real estate partnership) with a registered capital of 6,751,000.00 euros, having its registered offices at 14 rue Gorge de Loup- 69009 - LYON, registered in the Lyon Trade and Companies Register under the number 438 203 945,
ICON plc Bank of Ireland, South County Business Park Leopardstown, Dublin 18 IrelandIcon PLC /Adr/ • June 6th, 2007 • Services-commercial physical & biological research
Deposit Agreement (the "Deposit Agreement") substantially in the form of that filed as an exhibit to the Form F-6 Registration Statement filed with the Securities and Exchange Commission on _________, 1998, by and among ICON plc, The Bank of New York, as Depositary, and the Holders of American Depositary Receipts.
ICON plc American Depositary Shares Representing Ordinary Shares (par value €0.06 per share) Form of Underwriting AgreementIcon PLC /Adr/ • August 1st, 2006 • Services-commercial physical & biological research • New York
The selling shareholders listed on Schedule II hereto (“Selling Shareholders”) of ICON plc, a public company limited by shares incorporated under the laws of the Republic of Ireland (the "Company"), propose, subject to the terms and conditions stated herein, to sell to the underwriters listed on Schedule I hereto (the "Underwriters") an aggregate of 1,000,000 American Depositary Shares ("ADSs") representing 1,000,000 Ordinary Shares, par value €0.06 per Ordinary Share ("Stock"), of the Company. The shares of Stock represented by the ADSs are hereinafter called the "Shares".
AGREEMENT OF LEASE BETWEEN MSM REALTY CO., LLC DAVRICK, LLC and SHOLOM BLAU CO., LLC (“LANDLORD”) AND ICON LABORATORIES, INC. (“TENANT”) PREMISES: 123 SMITH STREET, FARMINGDALE, NEW YORKAgreement of Lease • March 31st, 2009 • Icon PLC /Adr/ • Services-commercial physical & biological research • New York
AGREEMENT OF LEASE (this “Lease”) dated as of November 29, 2002 between MSM REALTY CO., LLC, Tenant-In-Common, a New York limited liability company, owning a 46.77% interest; DAVRICK, LLC, Tenant-In-Common, a New York limited liability company, owning a 34.77% interest; and SHOLOM BLAU CO., LLC, Tenant-In-Common, a New York limited liability company, owning an 18.46% interest; all having an address c/o Marcus Property Management Corp., with offices at 350 Motor Parkway, Suite 300, Hauppauge, New York 11788, collectively, as landlord (“Landlord”) and ICON LABORATORIES, INC., a Delaware corporation, with offices at 260 Smith Street, Farmingdale, New York 11735, as tenant (“Tenant”). (Landlord and Tenant are sometimes collectively referred to as the “parties” or individually as a “party”).
Deposit Agreement Dated as of May 20, 1998Deposit Agreement • December 18th, 2007 • Icon PLC /Adr/ • Services-commercial physical & biological research • New York
AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENTLease Agreement • March 31st, 2009 • Icon PLC /Adr/ • Services-commercial physical & biological research
THIS AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT (the “Amendment”) is made this 17th day of May, 2002, by and between 212 C Associates, a Pennsylvania limited partnership (the “Landlord”) and ICON CLINICAL RESEARCH, INC., a Pennsylvania corporation (the “Tenant”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • September 30th, 2010 • Icon PLC /Adr/ • Services-commercial physical & biological research
This FIRST AMENDMENT TO LEASE AGREEMENT entered into this __22___ day of October, 2009 (the “First Amendment”), by and between HIGHWOODS REALTY LIMITED PARTNERSHIP, a North Carolina limited partnership (“Landlord”), and ICON CLINICAL RESEARCH, INC., a Pennsylvania corporation (“Tenant”).
ContractOffice Lease • March 31st, 2009 • Icon PLC /Adr/ • Services-commercial physical & biological research
FIRST AMENDMENT TO AGREEMENT OF LEASEAgreement of Lease • March 12th, 2014 • Icon PLC • Services-commercial physical & biological research
THIS FIRST AMENDMENT TO AGREEMENT OF LEASE (hereinafter called this “First Amendment”) made and entered into effective as of the 1st day of September, 2013 (the “Amendment Date”), by and between MSM REALTY CO., LLC, Tenant-In-Common, a New York limited liability company, owning a 46.77% interest; DAVRICK, LLC, Tenant-In-Common, a New York limited liability company, owning a 34.77% interest; and SHOLOM BLAU CO., LLC, Tenant-In-Common, a New York limited liability company, owning an 18.46% interest; all having an address c/o Marcus Property Management Corp., with offices at 155 Schmitt Boulevard, Farmingdale, New York 11735, collectively, as landlord (“Landlord”) and ICON CENTRAL LABORATORIES, INC. a Delaware corporation, formerly known as ICON LABORATORIES, INC. (by the filing of a Certificate of Amendment with the Delaware Secretary of State dated October 3, 2006), with offices at 123 Smith Street, Farmingdale, New York 11735, as tenant (“Tenant”). (Landlord and Tenant are sometimes co
Dated 13 August 2001 CAPITAL BUSINESS PARKS GLOBESIDE LIMITED and ICON CLINICAL RESEARCH (UK) LIMITED and ICON PLC LEASE of Building Two at Globeside Business Park Marlow, BuckinghamshireCapital Business Parks Globeside • March 31st, 2009 • Icon PLC /Adr/ • Services-commercial physical & biological research
Office Space Lease for 212 Church Road, North Wales, Pennsylvania by and between 0’NEILL LANSDALE PROPERTIES, L.P. (as Landlord) and ICON CLINICAL RESEARCH, INC. (as Tenant) Date: September 25th, 1998Lease • March 31st, 2009 • Icon PLC /Adr/ • Services-commercial physical & biological research • Pennsylvania
THIS LEASE (the “Lease”) is made the day of September, 1998 between O’NEILL LANSDALE PROPERTIES, L.P. (herein referred to as “Landlord”) whose address is 1710 Walton Road, Suite 301, Blue Bell, Pennsylvania, 19422 and ICON CLINICAL RESEARCH, INC. (herein referred to as “Tenant”) whose address is 190 West Germantown Pike, Norristown, Pennsylvania 19401.
FOURTH AMENDMENT TO LEASE AGREEMENTLease Agreement • March 22nd, 2011 • Icon PLC /Adr/ • Services-commercial physical & biological research • Pennsylvania
THIS FOURTH AMENDMENT TO LEASE AGREEMENT ("Amendment") is made this 20th day of April, 2010, by and between STONE MANOR PARTNERS, L.P., a Pennsylvania limited partnership ("Landlord") and BEACON BIOSCIENCE, INC., a Delaware corporation ("Tenant").
AMENDED AND RESTATED OFFICE LEASE for by and between (as Landlord) and ICON CLINICAL RESEARCH, INC. (as Tenant) Dated: January 1, 2001Office Lease • March 31st, 2009 • Icon PLC /Adr/ • Services-commercial physical & biological research • Pennsylvania
THIS AMENDED AND RESTATED LEASE (the “Lease”) is made as of the 1st day of January, 2001 between 212 CHURCH ASSOCIATES, L.P., a Delaware limited partnership (hereinafter referred to as “Landlord”), whose address is c/o First Evergreen, 101 Eisenhower Parkway, Roseland, New Jersey 07068; and ICON CLINICAL RESEARCH, INC., a Pennsylvania corporation (hereinafter referred to as “Tenant”), with offices at 212 Church Road, Upper Gwynedd Township, Pennsylvania 19486.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 28th, 2023 • Icon PLC • Services-commercial physical & biological research • New York
This SECOND AMENDMENT to the Credit Agreement referred to below, dated as of May 2, 2023 (this “Second Amendment”), by and among ICON LUXEMBOURG S.À R.L., a société à responsabilité limitée incorporated and existing under Luxembourg law, having its registered office at 61, rue de Rollingergrund, L-2440, Luxembourg and registered with the Luxembourg register of commerce and companies (R.C.S. Luxembourg) under number B66588 (the “Lux Borrower”), PRA HEALTH SCIENCES, INC., a Delaware corporation (the “U.S. Borrower”), ICON CLINICAL RESEARCH LIMITED, a limited liability company incorporated under the laws of Ireland with registration number 201978 and with registered address at South County Business Park, Leopardstown, Dublin 18, Ireland (“Icon Clinical”), ICON GLOBAL TREASURY UNLIMITED COMPANY, an unlimited liability company incorporated under the laws of Ireland with registration number 649443 and with registered address at South Country Business Park, Leopardstown, Dublin 18, Ireland (“
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • March 12th, 2014 • Icon PLC • Services-commercial physical & biological research
