2,000,000 Shares Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 25th, 1997 • Cooper Companies Inc • Ophthalmic goods • New York
SEVERANCE AGREEMENT This AGREEMENT, entered into as of April 26, 1990, by and between NICHOLAS J. PICHOTTA (the 'Employee') and THE COOPER COMPANIES, INC., a Delaware corporation (together with its subsidiaries referred to herein as the 'Company'), W...Severance Agreement • January 16th, 1996 • Cooper Companies Inc • Ophthalmic goods • New York
Robert S. Holcombe October 3, 1995 Page 3 5. Remaining Agreement. Except as modified by the terms of this letter agreement, all of the terms and conditions of your Employment Agreement shall remain in full force and effect. 6. Notice. Notices to be...Cooper Companies Inc • January 16th, 1996 • Ophthalmic goods
Robert S. Holcombe October 3, 1995 Page 2 termination date, rather than on April 30, 1996. Upon delivery of the notice provided for herein, such early termination date shall become the new Termination Date. 2. Benefits. (a) Your employment has been terminated by Cooper without Cause, thereby entitling you to all of the benefits specified in Section 5(c) of the Employment Agreement. (b) On the Termination Date, Cooper shall deliver to you a check in payment of all accrued but unused vacation time less all amounts required to be withheld in connection with ordinary tax withholding rules and regulations. (c) Following the Termination Date, Cooper will facilitate the transfer of any funds in which you are vested under the Cooper 401(k) Plan. (d) All rights with respect to options or restricted stock issued under the 1988 Long Term Incentive Plan shall be governed by the provisions of such Plan, the various Option Certificates and Restricted Stock Agreements issued in accordance with such P
Agreement for the sale and purchase of 32.06% of the issued capital of ASPECT VISION ITALIA S.R.L. CAMERON MCKENNA MITRE HOUSE 160 ALDERSGATE STREET LONDON EC1A 4DD T+44(0)171 367 3000 F+44(0)171 367 2000 TABLE OF CONTENTSAgreement • December 17th, 1997 • Cooper Companies Inc • Ophthalmic goods
Exhibit 4.6 THIS WARRANT AND THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MUST BE HELD INDEFINITELY UNLESS SUBSEQUENTLY REGISTERED...Stock Purchase Agreement • June 16th, 1999 • Cooper Companies Inc • Ophthalmic goods • Connecticut
DEED OF NOVATIONCooper Companies Inc • January 28th, 2004 • Ophthalmic goods • England
ANDCooper Companies Inc • December 17th, 1997 • Ophthalmic goods
and -Cooper Companies Inc • January 28th, 2004 • Ophthalmic goods
and -Cooper Companies Inc • January 28th, 2004 • Ophthalmic goods
Exhibit 2.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the "Agreement") is dated this 12th day of March, 1999, by and among UHS OF HARTGROVE, INC., an Illinois corporation ("UHS-Hartgrove"), UHS OF HAMPTON, INC., a New Jersey corporation...Asset Purchase Agreement • April 30th, 1999 • Cooper Companies Inc • Ophthalmic goods • Pennsylvania
THE COOPER COMPANIES, INC. (1) AND ANTHONY GALLEY AS TRUSTEE FOR EACH OF THE NOTEHOLDERS (2)Cooper Companies Inc • December 17th, 1997 • Ophthalmic goods • England and Wales
andRights Agreement • October 31st, 1997 • Cooper Companies Inc • Ophthalmic goods • Delaware
AMENDMENT NO. 1 TO TERM LOAN AGREEMENTTerm Loan Agreement • March 3rd, 2023 • Cooper Companies, Inc. • Ophthalmic goods • New York
This AMENDMENT NO. 1 TO TERM LOAN AGREEMENT (this “Amendment”) is entered into as of February 1, 2023 among (i) THE COOPER COMPANIES, INC., a Delaware corporation (the “Borrower”), and (ii) PNC BANK, NATIONAL ASSOCIATION, as the administrative agent (the “Administrative Agent”).
The Cooper Companies Logo] The Cooper Companies, Inc. 50 Park Avenue, Sixth Floor New York, NY 10177 USA 212-557-2690 November 1, 1992 Mr. Nicholas J. Pichotta The Cooper Companies, Inc. 2 Corporate Drive, Suite 600 Shelton, CT 06484 Dear Nick:...Cooper Companies Inc • January 16th, 1996 • Ophthalmic goods
Mr. Nicholas J. Pichotta The Cooper Companies, Inc. Page 2 November 1, 1992 The first sentence of Section 2(c) is hereby amended to read as follows: '(c) Incentive Payment Plan: The Employee shall be eligible to participate in the CSI Incentive Payment Plan ('IPP') at the 40% award level.' The references to 'CVI' in the second sentence of said Section 2(c) shall be changed to 'CSI'. Section 2(d) is hereby deleted in its entirety and the following substituted therefor: '(d) Restricted Shares: The restrictions on the unvested 24,000 shares of restricted common stock of the Company granted to the Employee on July 12, 1990, shall be removed in two equal installments of 12,000 shares on January 4, 1993, and January 3, 1994, provided the Employment Period shall not have earlier terminated. The Employee agrees to execute an amendment to his restricted stock agreement with respect to said restricted shares, in a form reasonably acceptable to counsel to the Company, effecting such removal of re
THE COOPER COMPANIES, INC. 7.125% Senior Notes due 2015 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 6th, 2007 • Cooper Companies Inc • Ophthalmic goods • New York
PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
TERM LOAN AGREEMENT dated as of December 17, 2021 among THE COOPER COMPANIES, INC., as Borrower, THE LENDERS NAMED HEREIN, as Lenders, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, andAssignment and Assumption • December 17th, 2021 • Cooper Companies, Inc. • Ophthalmic goods • New York
This TERM LOAN AGREEMENT is entered into as of December 17, 2021, among THE COOPER COMPANIES, INC., a Delaware corporation (the “Borrower”), the Lenders from time to time party hereto and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (each, as defined below).
AND THE COOPER COMPANIES, INC. (3)Out Agreement • December 17th, 1997 • Cooper Companies Inc • Ophthalmic goods
THE COOPER COMPANIES, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY as Rights Agent AMENDED AND RESTATED RIGHTS AGREEMENT Dated as of October 29, 2007Rights Agreement • October 30th, 2007 • Cooper Companies Inc • Ophthalmic goods • Delaware
This Amended and Restated Rights Agreement, dated as of October 29, 2007 (this “Agreement”), amending and restating the Rights Agreement, dated as of October 29, 1997, as amended (the “Original Agreement”), between The Cooper Companies, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, as Rights Agent (the “Rights Agent”).
GEOFFREY H GALLEY & OTHERS (1) andPatent Licence Agreement • March 13th, 2002 • Cooper Companies Inc • Ophthalmic goods • England and Wales
LOAN AGREEMENT dated as of November 2, 2021 among THE COOPER COMPANIES, INC., as Borrower, THE LENDERS NAMED HEREIN, as Lenders, THE BANK OF NOVA SCOTIA as Administrative Agent, and THE BANK OF NOVA SCOTIA, as Sole Bookrunner and Sole Lead Arranger...Loan Agreement • November 5th, 2021 • Cooper Companies, Inc. • Ophthalmic goods • New York
This LOAN AGREEMENT is entered into as of November 2, 2021, among THE COOPER COMPANIES, INC., a Delaware corporation (the “Borrower”), the Lenders from time to time party hereto, THE BANK OF NOVA SCOTIA, as Lead Arranger, and THE BANK OF NOVA SCOTIA, as Administrative Agent (each, as defined below).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • December 21st, 2018 • Cooper Companies Inc • Ophthalmic goods • California
THIS CHANGE IN CONTROL AGREEMENT (this "Agreement"), dated as of October 22, 2013, is made by and between The Cooper Companies, Inc., a Delaware corporation (the "Company"), and Agostino Ricupati ("Executive").
April 11, 1997Employment Agreement • January 27th, 1998 • Cooper Companies Inc • Ophthalmic goods
Reference is made to the Employment Agreement ("Employment Agreement") dated as of May 27, 1992 between you and Hospital Group of America, Inc. ("HGA"), as amended by the letter agreement effective as of June 15, 1993 among you, HGA and PSG Management, Inc. ("PSG") and as further amended by Steven G. Singer's memorandum to you dated November 12, 1993 and by the letter agreements effective as of January 11, 1996 and April 15, 1996 among you, HGA and PSG.
WITNESSETH:Change in Control Agreement • January 28th, 2000 • Cooper Companies Inc • Ophthalmic goods
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 31st, 2019 • Cooper Companies Inc • Ophthalmic goods • California
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made by and between The Cooper Companies, Inc. (“Company”), and Holly R. Sheffield (“Executive”) (collectively, the “Parties”, each a “Party”). As of the date (the “Execution Date”) this Agreement has been executed by both Parties, it will be deemed effective as of November 1, 2018 (the “Effective Date”).
April 15, 1996 Mr. Mark Russell c/o Hospital Group of America, Inc. 1265 Drummers Lane, Suite 107 Wayne, PA 19087 Re: Employment Agreement Dear Mark: Reference is made to the Employment Agreement ("Employment Agreement") dated as of May 27, 1992...Employment Agreement • January 27th, 1997 • Cooper Companies Inc • Ophthalmic goods
Reference is made to the Employment Agreement ("Employment Agreement") dated as of May 27, 1992 between you and Hospital Group of America, Inc. ("HGA"), as amended by the letter agreement effective as of June, 15, 1993 among you, HGA and PSG Management, Inc. ("PSG") and as further amended by Steven G. Singer's memorandum to you dated November 12, 1993 and by the letter agreement effective as of January 11, 1995 among you, HGA and PSG.
TERM LOAN AGREEMENT dated as of August 4, 2014 among THE COOPER COMPANIES, INC., as the Borrower, THE LENDERS NAMED HEREIN, as Lenders, KEYBANK NATIONAL ASSOCIATION, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, DNB BANK ASA, NEW YORK BRANCH,...Term Loan Agreement • August 6th, 2014 • Cooper Companies Inc • Ophthalmic goods • New York
THIS TERM LOAN AGREEMENT is entered into as of August 4, 2014, among THE COOPER COMPANIES, INC., a Delaware corporation (the “Borrower”); the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”); KEYBANK NATIONAL ASSOCIATION (“KeyBank”), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, DNB BANK ASA, NEW YORK BRANCH, MUFG UNION BANK, N.A., CITIBANK, N.A., and HSBC BANK USA, NATIONAL ASSOCIATION, each as a co-lead arranger (in such capacity, a “Co-Lead Arranger”); KeyBank, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, DNB BANK ASA, NEW YORK BRANCH, MUFG UNION BANK, N.A., CITIBANK, N.A., and HSBC BANK USA, NATIONAL ASSOCIATION, each as a co-bookrunner (in such capacity, a “Co-Bookrunner”); BANK OF AMERICA, N.A., DNB BANK ASA, NEW YORK BRANCH, MUFG UNION BANK, N.A., CITIBANK, N.A., and HSBC BANK USA, NATIONAL ASSOCIATION, each as a co-syndication agent (in such capacity, a “Co-Syndication Agent”); JPMORGAN CHASE BANK, N.A., SUMITOMO MITSUI BANKI
AMENDMENT NO. 1 TO TERM LOAN AGREEMENTTerm Loan Agreement • July 1st, 2014 • Cooper Companies Inc • Ophthalmic goods • New York
This AMENDMENT NO. 1 TO TERM LOAN AGREEMENT (this “Amendment”) is entered into as of June 30, 2014 among (i) THE COOPER COMPANIES, INC., a Delaware corporation (the “Borrower”), (ii) the Lenders (defined below) executing signatures page hereto, and (iii) KEYBANK NATIONAL ASSOCIATION, as the administrative agent (the “Administrative Agent”).
Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of June 25, 2003 by and between The Cooper Companies, Inc., a Delaware corporation (the "Company") and UBS Securities LLC and...Registration Rights Agreement • August 18th, 2003 • Cooper Companies Inc • Ophthalmic goods • New York
AMENDMENT AND RESTATEMENT AGREEMENTAmendment and Restatement Agreement • March 3rd, 2016 • Cooper Companies Inc • Ophthalmic goods • New York
This AMENDED AND RESTATED $700 MILLION TERM LOAN AGREEMENT (this “Agreement”) is entered into as of March 1, 2016 among THE COOPER COMPANIES, INC., a Delaware corporation (the “Borrower”), the Lenders from time to time party hereto, each of BANK OF AMERICA, N.A., DNB BANK ASA, NEW YORK BRANCH, MUFG UNION BANK, N.A., CITIBANK, N.A., and HSBC BANK USA, NATIONAL ASSOCIATION, as a Syndication Agent, each of JPMORGAN CHASE BANK, N.A., U.S. BANK, NATIONAL ASSOCIATION, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Documentation Agent, and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent (each, as defined below).
Exhibit 4.1 THIS WARRANT AND THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MUST BE HELD INDEFINITELY UNLESS SUBSEQUENTLY REGISTERED...Cooper Companies Inc • November 18th, 1997 • Ophthalmic goods • California
andArrangement and Administration Agreement • March 13th, 2002 • Cooper Companies Inc • Ophthalmic goods
LICENSE AGREEMENTLicense Agreement • December 19th, 2008 • Cooper Companies Inc • Ophthalmic goods • New York
This License Agreement is made and entered into simultaneously with the accompanying Settlement Agreement as of the Effective Date by and among the following:
The Cooper Companies, Inc.Cooper Companies Inc • February 13th, 2009 • Ophthalmic goods • Delaware
Congratulations on your selection as a Participant in the Performance Share Program (“Program”) governed by The Cooper Companies, Inc. 2007 Long-Term Incentive Plan (the “Plan”). This Award Agreement and the Plan together govern your rights under the Program and set forth all of the conditions and limitations affecting such rights. Terms used in this Award Agreement that are defined in the Plan shall have the meanings given them in the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall govern. For purposes of this Agreement, the “Company” means The Cooper Companies, Inc., its Affiliates and/or its Subsidiaries. This Award Agreement evidences the grant of shares of the Company’s common stock based on performance (the “Performance Shares”)
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • June 1st, 2012 • Cooper Companies Inc • Ophthalmic goods • New York
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of May 31, 2012 among the following (i) THE COOPER COMPANIES, INC., a Delaware corporation (the “Company”); (ii) COOPERVISION INTERNATIONAL HOLDING COMPANY, LP, an entity organized under the laws of England and registered in Barbados as an External Company under the laws of Barbados (the “Foreign Borrower” and together with the Company, individually each a “Borrower” and collectively, the “Borrowers”); (iii) the Lenders (defined below) executing a signature page hereto; and (iv) KEYBANK NATIONAL ASSOCIATION, as the administrative agent (the “Administrative Agent”).
REVOLVING CREDIT AND TERM LOAN AGREEMENTAssignment and Assumption • April 2nd, 2020 • Cooper Companies, Inc. • Ophthalmic goods • New York
This REVOLVING CREDIT AND TERM LOAN AGREEMENT is entered into as of April 1, 2020 among THE COOPER COMPANIES, INC., a Delaware corporation (the “Company”), COOPERVISION INTERNATIONAL HOLDING COMPANY, LP, a limited partnership registered in England and Wales under No. LP3698 and duly registered under the Companies Act of Barbados (“CooperVision International”), COOPERSURGICAL NETHERLANDS B.V., a Netherlands private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) (“Cooper Netherlands”), and COOPERVISION HOLDING KFT., a Hungarian limited liability company (korlátolt felelősségű társaság) (“Cooper Kft”), the Lenders from time to time party hereto, each of PNC BANK, NATIONAL ASSOCIATION, and TD BANK, N.A., as a Syndication Agent, each of BANK OF THE WEST, CITIZENS BANK, N.A., MIZUHO BANK, LTD., The Bank of Nova Scotia, U.S. BANK NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Documentation Agent, and KeyBank National Association, a
