Owens & Minor Inc/Va/ Sample Contracts

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PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 13th, 1996 • Owens & Minor Inc/Va/ • Wholesale-medical, dental & hospital equipment & supplies • New York
EXHIBIT 1 UNDERWRITING AGREEMENT
Underwriting Agreement • March 13th, 1996 • Owens & Minor Inc/Va/ • Wholesale-medical, dental & hospital equipment & supplies • New York
among OWENS & MINOR, INC., as Borrower,
Credit Agreement • May 11th, 2000 • Owens & Minor Inc/Va/ • Wholesale-medical, dental & hospital equipment & supplies • Virginia
EXHIBIT 4.2 AMENDMENT NO. 1
Owens & Minor Inc/Va/ • August 13th, 1998 • Wholesale-medical, dental & hospital equipment & supplies • Virginia
among
Receivables Purchase Agreement • August 9th, 2000 • Owens & Minor Inc/Va/ • Wholesale-medical, dental & hospital equipment & supplies • New York
FIRST AMENDMENT
Owens & Minor Inc/Va/ • August 13th, 2001 • Wholesale-medical, dental & hospital equipment & supplies • Virginia
OWENS & MINOR, INC., as Issuer, THE GUARANTORS PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE DATED AS OF SEPTEMBER 16, 2014 DEBT SECURITIES
Owens & Minor Inc/Va/ • September 17th, 2014 • Wholesale-medical, dental & hospital equipment & supplies • New York

THIS INDENTURE, dated as of September 16, 2014, is among Owens & Minor, Inc., a Virginia corporation (the “Company”), the Guarantors (as hereafter defined) and U.S. Bank National Association, as trustee (the “Trustee”).

AGREEMENT AND PLAN OF MERGER by and among OWENS & MINOR, INC., STONEOAK MERGER SUB INC. and APRIA, INC. Dated as of January 7, 2022
Agreement and Plan of Merger • January 10th, 2022 • Owens & Minor Inc/Va/ • Wholesale-medical, dental & hospital equipment & supplies

This AGREEMENT AND PLAN OF MERGER, dated as of January 7, 2022 (this “Agreement”), is by and among Owens & Minor, Inc., a Virginia corporation (“Parent”), StoneOak Merger Sub Inc., a Delaware corporation and an indirect, wholly owned Subsidiary of Parent (“Merger Sub”), and Apria, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 8.12.

among OWENS & MINOR, INC., as Borrower,
Credit Agreement • May 13th, 2002 • Owens & Minor Inc/Va/ • Wholesale-medical, dental & hospital equipment & supplies • Virginia
Exhibit 10.2 RECEIVABLES SALE AGREEMENT Dated as of April 30, 2002
Receivables Sale Agreement • May 13th, 2002 • Owens & Minor Inc/Va/ • Wholesale-medical, dental & hospital equipment & supplies • New York
WITNESSETH:
Supplemental Indenture • August 13th, 2001 • Owens & Minor Inc/Va/ • Wholesale-medical, dental & hospital equipment & supplies • New York
Exhibit 10 AMENDMENT NO. 1 Dated as of July 12, 2001
Owens & Minor Inc/Va/ • August 13th, 2001 • Wholesale-medical, dental & hospital equipment & supplies • New York
Exhibit (4) SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 14th, 1995 • Owens & Minor Inc/Va/ • Wholesale-medical, dental & hospital equipment & supplies • Virginia
FOURTH AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENT
Receivables Financing Agreement • March 29th, 2022 • Owens & Minor Inc/Va/ • Wholesale-medical, dental & hospital equipment & supplies • New York

This RECEIVABLES FINANCING AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of February 19, 2020 by and among the following parties:

AGREEMENT AND PLAN OF MERGER by and among OWENS & MINOR, INC., MONGOOSE MERGER SUB INC. and MEDICAL ACTION INDUSTRIES INC. June 24, 2014
Agreement and Plan of Merger • June 25th, 2014 • Owens & Minor Inc/Va/ • Wholesale-medical, dental & hospital equipment & supplies • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of June 24, 2014 (this “Agreement”), by and among Owens & Minor, Inc., a Virginia corporation (“Parent”), Mongoose Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and Medical Action Industries Inc., a Delaware corporation (the “Company” and together with Parent and Merger Sub, collectively, the “Parties”).

Owens & Minor, Inc. $50,000,000 Shares Common Stock ($2 par value per share) Equity Distribution Agreement
Terms Agreement • May 21st, 2020 • Owens & Minor Inc/Va/ • Wholesale-medical, dental & hospital equipment & supplies • New York

Owens & Minor, Inc., a corporation incorporated under the laws of Virginia (the “Company”), confirms its agreement (this “Agreement”) with Citigroup Global Markets Inc. (the “Manager”) as follows:

OWENS & MINOR, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • April 7th, 2006 • Owens & Minor Inc/Va/ • Wholesale-medical, dental & hospital equipment & supplies • New York

Owens & Minor, Inc., a Virginia corporation (the “Company”), proposes, upon the terms and considerations set forth herein, to issue and sell to you, as the underwriters (the “Underwriters”), for whom Lehman Brothers Inc. (“Lehman Brothers”) is acting as the representative (the “Representative”) $200,000,000 in aggregate principal amount of its 6.35% Senior Notes due 2016 (the “Notes”). The Company’s obligations under the Notes, including the payment of principal, premium, if any, and interest with respect to the Notes, will be unconditionally guaranteed (the “Guarantees”) by Owens & Minor Medical, Inc., a Virginia corporation; Owens & Minor Distribution, Inc., a Virginia corporation; Access Diabetic Supply, LLC, a Florida limited liability company; and Owens & Minor Healthcare Supply, Inc., a Virginia corporation (collectively, the “Guarantors”). The Notes and the Guarantees are hereinafter collectively called the “Securities.” The Securities will (i) have terms and provisions which ar

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OWENS & MINOR, INC. AND REGIONS BANK, as Trustee 4.500% Senior Notes due 2029 INDENTURE Dated as of March 10, 2021
Indenture • March 11th, 2021 • Owens & Minor Inc/Va/ • Wholesale-medical, dental & hospital equipment & supplies • New York

INDENTURE dated as of March 10, 2021, by and between OWENS & MINOR, INC. (the “Issuer” or the “Company”), a Virginia corporation, each of the Guarantors (as defined herein) listed on the signature pages hereto, and REGIONS BANK, an Alabama state-chartered banking corporation, as trustee (the “Trustee”).

AUTHORIZED DISTRIBUTOR AGREEMENT
Authorized Distributor Agreement • November 14th, 2001 • Owens & Minor Inc/Va/ • Wholesale-medical, dental & hospital equipment & supplies • Texas
Owens & Minor, Inc. 8,475,000 Shares Common Stock ($2 par value per share) Underwriting Agreement
Letter Agreement • October 6th, 2020 • Owens & Minor Inc/Va/ • Wholesale-medical, dental & hospital equipment & supplies • New York
PURCHASE AND SALE AGREEMENT Dated as of February 19, 2020 among VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO, as Originators, OWENS & MINOR MEDICAL, INC., as Servicer, and O&M FUNDING LLC, as Buyer
Purchase and Sale Agreement • February 19th, 2020 • Owens & Minor Inc/Va/ • Wholesale-medical, dental & hospital equipment & supplies • New York

This PURCHASE AND SALE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of February 19, 2020 is entered into among the VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO (the “Originators” and each, an “Originator”), OWENS & MINOR MEDICAL, INC., a Virginia corporation, as initial Servicer (as defined below) (“O&M Medical”), and O&M FUNDING LLC, a Delaware limited liability company (the “Buyer”).

OWENS & MINOR, INC. PERFORMANCE SHARE AWARD AGREEMENT
Performance Share Award Agreement • February 24th, 2012 • Owens & Minor Inc/Va/ • Wholesale-medical, dental & hospital equipment & supplies • Virginia

THIS PERFORMANCE SHARE AWARD AGREEMENT (“Agreement”) dated as of February 2, 2012 between Owens & Minor, Inc., a Virginia corporation (the “Company”), and (“Participant”) is made pursuant to and subject to the provisions of the Company’s 2005 Stock Incentive Plan (the “Plan”). All capitalized terms used in this Agreement that are not otherwise defined shall have the same meanings given to them in the Plan.

OWENS & MINOR, INC. Restricted Stock Agreement
Restricted Stock Agreement • May 9th, 2018 • Owens & Minor Inc/Va/ • Wholesale-medical, dental & hospital equipment & supplies • Virginia

THIS AGREEMENT, dated ________grant date________ between OWENS & MINOR, INC., a Virginia corporation (the "Company"), and ____participant name_________ ("Participant"), is made pursuant and subject to the provisions of the Company's 2018 Stock Incentive Plan (the "Plan"). All capitalized terms used herein that are not otherwise defined shall have the same meaning given to them in the Plan.

OWENS & MINOR, INC. AND REGIONS BANK, as Trustee 6.625% Senior Notes due 2030 INDENTURE Dated as of March 29, 2022
Owens & Minor Inc/Va/ • March 29th, 2022 • Wholesale-medical, dental & hospital equipment & supplies • New York

INDENTURE dated as of March 29, 2022, by and between OWENS & MINOR, INC. (the “Issuer” or the “Company”), a Virginia corporation, each of the Guarantors (as defined herein) listed on the signature pages hereto, and REGIONS BANK, an Alabama state-chartered banking corporation, as trustee (the “Trustee”).

CREDIT AGREEMENT Dated as of June 5, 2012 among OWENS & MINOR DISTRIBUTION, INC. and OWENS & MINOR MEDICAL, INC., as Borrowers, OWENS & MINOR, INC. and CERTAIN OF ITS DOMESTIC SUBSIDIARIES AS MAY BE PARTIES HERETO FROM TIME TO TIME, as Guarantors, THE...
Credit Agreement • June 8th, 2012 • Owens & Minor Inc/Va/ • Wholesale-medical, dental & hospital equipment & supplies • North Carolina

THIS CREDIT AGREEMENT dated as of June 5, 2012 (the “Credit Agreement”), is by and among OWENS & MINOR DISTRIBUTION, INC., a Virginia corporation and OWENS & MINOR MEDICAL, INC., a Virginia corporation (together, the “U.S. Borrowers”), OWENS & MINOR, INC., a Virginia corporation (the “Parent”), certain domestic subsidiaries of the Parent as may be parties hereto from time to time (together with the Parent, the “Guarantors”), the Banks (as defined herein), JPMORGAN CHASE BANK, N.A., as syndication agent and WELLS FARGO BANK, N.A., as administrative agent for the Banks (in such capacity, the “Administrative Agent”).

AMENDED AND RESTATED PURCHASE AGREEMENT Dated as of April 30, 2018 by and among Halyard Health, Inc., The Sellers Party Hereto and Owens & Minor, Inc.
Purchase Agreement • May 1st, 2018 • Owens & Minor Inc/Va/ • Wholesale-medical, dental & hospital equipment & supplies • New York

This AMENDED AND RESTATED PURCHASE AGREEMENT (this “Agreement”), dated as of April 30, 2018, is made by and among Halyard Health, Inc., a Delaware corporation (“Parent”), each of the Sellers (as defined herein) by its execution and delivery of a counterpart signature page hereto, and Owens & Minor, Inc., a Virginia corporation (“Buyer”).

FOURTH AMENDMENT TO CREDIT AGREEMENT Dated as of February 12, 2019 among OWENS & MINOR DISTRIBUTION, INC., OWENS & MINOR MEDICAL, INC.,
Credit Agreement • February 19th, 2019 • Owens & Minor Inc/Va/ • Wholesale-medical, dental & hospital equipment & supplies • New York

THIS CREDIT AGREEMENT dated as of July 27, 2017 (this “Credit Agreement”) is by and among OWENS & MINOR DISTRIBUTION, INC., a Virginia corporation (“Distribution”), OWENS & MINOR MEDICAL, INC., a Virginia corporation (“Medical”), BARISTA ACQUISITION I, LLC, a Virginia limited liability company (“Barista I”), BARISTA ACQUISITION II, LLC, a Virginia limited liability company (“Barista II”), O&M HALYARD, INC., a Virginia corporation (“O&M Halyard”), each other Borrower as may become party hereto from time to time pursuant to Section 2.12, OWENS & MINOR, INC., a Virginia corporation (the “Parent”), the Banks (as defined herein) and BANK OF AMERICA, N.A., as administrative agent for the Pro Rata Facilities (or any of its designated branch offices or affiliates, in such capacity, the “Administrative Agent”), as administrative agent for the Term B Facility (in such capacity, the “Term B Facility Agent”) and as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”)

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