Oi Corp Sample Contracts

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EXHIBIT 2.1 ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 12th, 1999 • Oi Corp • Laboratory analytical instruments • Texas
WITNESSETH:
Qualified Stock Option Agreement • March 23rd, 2005 • Oi Corp • Laboratory analytical instruments
WITNESSETH:
Nonqualified Stock Option Agreement • March 23rd, 2005 • Oi Corp • Laboratory analytical instruments
Credit Agreement
Credit Agreement • May 9th, 2008 • Oi Corp • Laboratory analytical instruments • Texas

This agreement dated as of May 1, 2008 is between JPMorgan Chase Bank, N.A. (together with its successors and assigns, the “Bank”), whose address is 707 Travis, 7th Floor, Houston, TX 77002, and O.I. Corporation (individually, the “Borrower” and if more than one, collectively, the “Borrowers”), whose address is 151 Graham Road, College Station, TX 77842.

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • August 11th, 2008 • Oi Corp • Laboratory analytical instruments • Texas

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into by and between J. Bruce Lancaster (“Executive”) and O.I. Corporation, an Oklahoma corporation (the “Company”), effective as of August 8, 2008.

EMPLOYMENT AGREEMENT
Employment Agreement • June 26th, 2007 • Oi Corp • Laboratory analytical instruments • Texas

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of June 25, 2007, by and between O.I. Corporation, an Oklahoma corporation (the “Company”), and J. Bruce Lancaster, an individual (“Executive”).

WITNESSETH:
Nonqualified Stock Option Agreement • March 23rd, 2005 • Oi Corp • Laboratory analytical instruments
AGREEMENT AND PLAN OF MERGER AMONG ITT CORPORATION OYSTER ACQUISITION CORP. AND O.I. CORPORATION Dated as of September 13, 2010
Agreement and Plan of Merger • September 14th, 2010 • Oi Corp • Laboratory analytical instruments • Oklahoma

AGREEMENT AND PLAN OF MERGER, dated as of September 13, 2010 (this “Agreement”), among ITT Corporation, an Indiana corporation (“Parent”), Oyster Acquisition Corp., an Oklahoma corporation and a direct wholly owned subsidiary of Parent (“Sub”), and O.I. Corporation, an Oklahoma corporation (the “Company”) (Sub and the Company being hereinafter collectively referred to as the “Constituent Corporations”).

SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release • March 26th, 2007 • Oi Corp • Laboratory analytical instruments • Texas

This Separation Agreement and Release (this “Agreement”) is made and entered into as of March 21, 2007 (the “Effective Date”) by and between O. I. Corporation, an Oklahoma corporation (the “Company”), and William W. Botts (“Botts”).

CONFIDENTIAL TREATMENT REQUESTED
S Agreement • May 15th, 2009 • Oi Corp • Laboratory analytical instruments

[*] Denotes information for which confidential treatment has been requested. Confidential portions omitted have been filed separately with the Securities and Exchange Commission.

SHAREHOLDER AGREEMENT
Shareholder Agreement • September 14th, 2010 • Oi Corp • Laboratory analytical instruments • Oklahoma

SHAREHOLDER AGREEMENT, dated as of September 13, 2010 (this “Agreement”), by the undersigned shareholder (the “Shareholder”) of O.I. Corporation, an Oklahoma corporation (the “Company”), for the benefit of ITT Corporation, an Indiana corporation (“Parent”), and the Company.

AGREEMENT NO. AHA47
Lsca Value Added Reseller Program Agreement • August 11th, 2008 • Oi Corp • Laboratory analytical instruments • California

THIS LSCA VALUE ADDED RESELLER PROGRAM AGREEMENT (“Agreement”) is entered into as of June 1, 2008 (the “Effective Date”), by and between Agilent Technologies, Inc. (“Agilent”), and O.I. Corporation, (“Reseller”).

CONFIDENTIAL TREATMENT REQUESTED
S Agreement • August 16th, 2010 • Oi Corp • Laboratory analytical instruments

[*] Denotes information for which confidential treatment has been requested. Confidential portions omitted have been filed separately with the Securities and Exchange Commission.

AMENDMENT No. I TO AGILENT VALUE ADDED RESELLER PROGRAM AGREEMENT AHA47 BY AND BETWEEN AGILENT TECHNOLOGIES, INC. AND
Referenced Purchase Agreement • May 15th, 2009 • Oi Corp • Laboratory analytical instruments

The above referenced Purchase Agreement ("Agreement") dated June 1, 2008, between Agilent Technologies, Inc. ("Agilent") and O.I. Corporation is hereby amended as follows:

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • October 12th, 2010 • Oi Corp • Laboratory analytical instruments • Oklahoma

THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of October 12, 2010 (this “Amendment”), among ITT Corporation, an Indiana corporation (“Parent”), Oyster Acquisition Corp., an Oklahoma corporation and a direct wholly owned subsidiary of Parent (“Sub”), and O.I. Corporation, an Oklahoma corporation (the “Company”).

CONFIDENTIAL TREATMENT REQUESTED
S Agreement • March 15th, 2010 • Oi Corp • Laboratory analytical instruments

[*] Denotes information for which confidential treatment has been requested. Confidential portions omitted have been filed separately with the Securities and Exchange Commission.

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