Merit Medical Systems Inc Sample Contracts

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Rights Agreement • October 9th, 1997 • Merit Medical Systems Inc • Surgical & medical instruments & apparatus • Utah
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Recitals
Loan Agreement • May 14th, 2001 • Merit Medical Systems Inc • Surgical & medical instruments & apparatus
MERIT MEDICAL SYSTEMS, INC. Issuer AND Trustee INDENTURE Dated as of
Indenture • March 14th, 2014 • Merit Medical Systems Inc • Surgical & medical instruments & apparatus • Utah

WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debentures, notes, bonds or other evidences of indebtedness (the “Securities”) in an unlimited aggregate principal amount to be issued from time to time in one or more series as provided in this Indenture; and

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Agreement of Sale • September 8th, 1999 • Merit Medical Systems Inc • Surgical & medical instruments & apparatus • New York
MERIT MEDICAL SYSTEMS, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of December 8, 2023 3.00% Convertible Senior Notes due 2029
Merit Medical Systems Inc • December 8th, 2023 • Surgical & medical instruments & apparatus • New York

INDENTURE dated as of December 8, 2023 between MERIT MEDICAL SYSTEMS, INC., a Utah corporation, as issuer (the “Company,” as more fully set forth in ‎Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in ‎Section 1.01).

DEALER]1 To: Merit Medical Systems, Inc. [1600 West Merit Parkway South Jordan, Utah 84095 Attention: [__________] Telephone No.: (801) 253-1600] 2
Letter Agreement • December 8th, 2023 • Merit Medical Systems Inc • Surgical & medical instruments & apparatus

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [DEALER] (“Dealer”) and Merit Medical Systems, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

Recitals
Loan Agreement • March 31st, 2003 • Merit Medical Systems Inc • Surgical & medical instruments & apparatus
AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 19, 2012 by and among MERIT MEDICAL SYSTEMS, INC., as Borrower, the Lenders referred to herein, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline...
Credit Agreement • December 24th, 2012 • Merit Medical Systems Inc • Surgical & medical instruments & apparatus • New York

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 19, 2012, by and among MERIT MEDICAL SYSTEMS, INC., a Utah corporation (the “Borrower”), the lenders who are party to this Agreement pursuant to a Lender Authorization and the lenders who may become a party to this Agreement pursuant to the terms hereof (collectively with the lenders party hereto, the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.

CREDIT AGREEMENT dated as of September 10, 2010 by and among MERIT MEDICAL SYSTEMS, INC. as Borrower, the Lenders referred to herein, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and Issuing Lender...
Credit Agreement • September 16th, 2010 • Merit Medical Systems Inc • Surgical & medical instruments & apparatus • New York

CREDIT AGREEMENT, dated as of September 10, 2010, by and among MERIT MEDICAL SYSTEMS, INC., a Utah corporation (the “Borrower”), the lenders who are party to this Agreement pursuant to a Lender Authorization and the lenders who may become a party to this Agreement pursuant to the terms hereof (collectively with the lenders party hereto, the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • June 8th, 2023 • Merit Medical Systems Inc • Surgical & medical instruments & apparatus

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into by and between Merit Medical Systems, Inc., a Utah corporation (the “Company”) and Fred P. Lampropoulos (the “Executive”), as of the 8th day of June, 2023 (the “Effective Date”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 28th, 2022 • Merit Medical Systems Inc • Surgical & medical instruments & apparatus • Utah

This Indemnification Agreement (the “Agreement”) is made as of June 17, 2021, by and between Merit Medical Systems, Inc., a Utah corporation (“Company”), and Stephen Evans, an individual (“Indemnitee”).

AGREEMENT AND PLAN OF MERGER by and among MERIT MEDICAL SYSTEMS, INC. MERIT BIOACQUISITION CO. and BIOSPHERE MEDICAL, INC. Dated as of May 13, 2010
Agreement and Plan of Merger • May 13th, 2010 • Merit Medical Systems Inc • Surgical & medical instruments & apparatus • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of May 13, 2010 by and among Merit Medical Systems, Inc., a Utah corporation (the “Buyer”), Merit BioAcquisition Co., a Delaware corporation and a wholly owned subsidiary of the Buyer (the “Transitory Subsidiary”), and BioSphere Medical, Inc., a Delaware corporation (the “Company”).

4,500,000 Shares Merit Medical Systems, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • March 28th, 2017 • Merit Medical Systems Inc • Surgical & medical instruments & apparatus • New York

Merit Medical Systems, Inc., a Utah corporation (the “Company”), proposes to sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Piper Jaffray & Co. (“Piper Jaffray”, and together with Merrill Lynch, the “Representatives”) and each of the other underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof) an aggregate of 4,500,000 shares (the “Firm Shares”) of Common Stock, no par value per share (the “Common Stock”), of the Company. The Company has also granted to the Underwriters an option to purchase up to 675,000 additional shares of Common Stock, on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement are herein collectively called the “Securities.”

MERIT MEDICAL SYSTEMS, INC 2018 LONG-TERM INCENTIVE PLAN Performance Stock Unit Award Agreement (Three Year Performance Period)
Award Agreement • April 28th, 2023 • Merit Medical Systems Inc • Surgical & medical instruments & apparatus • Utah

This Performance Stock Unit Award Agreement (this “Award Agreement”), dated as of February 28, 2023 (the “Grant Date”), is made by and between Merit Medical Systems, Inc. (the “Company”), and ______________, an employee of the Company (“you”).

MERIT MEDICAL SYSTEMS, INC 2018 LONG-TERM INCENTIVE PLAN Performance Stock Unit Award Agreement (Three Year Performance Period)
Award Agreement • April 28th, 2023 • Merit Medical Systems Inc • Surgical & medical instruments & apparatus • Utah

This Performance Stock Unit Award Agreement (this “Award Agreement”), dated as of February 28, 2023 (the “Grant Date”), is made by and between Merit Medical Systems, Inc. (the “Company”), and Fred Lampropoulos, an employee of the Company (“you”).

STOCK PURCHASE AGREEMENT by and between VITAL SIGNS, INC.
Stock Purchase Agreement • March 29th, 2013 • Merit Medical Systems Inc • Surgical & medical instruments & apparatus • Delaware

businesses, it being understood that the Restricted Activities will be deemed ancillary to a principal business if the Restricted Activities are not conducted as a separate profitable business offering and comprise not more than twenty percent (20%) of the value measured by the net profit of the business activities of which it forms a part.

AMENDED AND RESTATED LOAN AGREEMENT TABLE OF CONTENTS
Loan Agreement • March 30th, 2000 • Merit Medical Systems Inc • Surgical & medical instruments & apparatus • Utah
3,500,000 Shares Merit Medical Systems, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • July 30th, 2018 • Merit Medical Systems Inc • Surgical & medical instruments & apparatus • New York

Merit Medical Systems, Inc., a Utah corporation (the “Company”), proposes to sell to Wells Fargo Securities, LLC (“Wells Fargo”) and Piper Jaffray & Co. (“Piper Jaffray” and, together with Wells Fargo, the “Representatives”), and each of the other underwriters named in Schedule A hereto (collectively ,the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof) an aggregate of 3,500,000 shares (the “Firm Shares”) of Common Stock, no par value per share (the “Common Stock”), of the Company. The Company has also granted to the Underwriters an option to purchase up to 525,000 additional shares of Common Stock, on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement are herein collectively called the “Securities.”

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4,800,000 Shares Merit Medical Systems, Inc. Common Stock PURCHASE AGREEMENT
Purchase Agreement • June 20th, 2011 • Merit Medical Systems Inc • Surgical & medical instruments & apparatus • New York

Merit Medical Systems, Inc., a Utah corporation (the “Company”), proposes to sell to Piper Jaffray & Co. (the “Underwriter”) an aggregate of 4,800,000 shares (the “Firm Shares”) of Common Stock, no par value per share (the “Common Stock”), of the Company. The Company has also granted to the Underwriter an option to purchase up to 720,000 additional shares of Common Stock, on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”

SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS
Separation Agreement • February 29th, 2016 • Merit Medical Systems Inc • Surgical & medical instruments & apparatus • Utah

THIS SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS (the “Agreement”) is entered into between Merit Medical Systems, Inc., a Utah corporation (“Employer”), and Gregory Barnett (“Employee”)(collectively, the “Parties”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 15th, 2017 • Merit Medical Systems Inc • Surgical & medical instruments & apparatus

This First Amendment to Employment Agreement (this “Amendment”) is made and entered into by and between Merit Medical Systems, Inc., a Utah corporation (the “Company”), and [name] (the “Executive”) as of the 11th day of December, 2017.

STOCKHOLDER AND VOTING AGREEMENT
Stockholder and Voting Agreement • May 14th, 2010 • Merit Medical Systems Inc • Surgical & medical instruments & apparatus • Delaware

THIS STOCKHOLDER AND VOTING AGREEMENT (this “Agreement”), dated as of May 13, 2010, is made and entered into among Merit Medical Systems, Inc., a Utah corporation (the “Buyer”), and Cerberus Partners, L.P. and Cerberus International, Ltd. (each a “Stockholder” and collectively, the “Stockholders”).

MERIT MEDICAL SYSTEMS, INC 2018 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • February 24th, 2023 • Merit Medical Systems Inc • Surgical & medical instruments & apparatus • Utah

This Restricted Stock Unit Award Agreement (this “Award Agreement”), dated effective as of May 24, 2022 (the “Grant Date”), is made by and between Merit Medical Systems, Inc. (the “Company”), and [_____________________], a director of the Company (“you”).

CORPORATE INTEGRITY AGREEMENT BETWEEN THE
Corporate Integrity Agreement • October 16th, 2020 • Merit Medical Systems Inc • Surgical & medical instruments & apparatus
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 9th, 2016 • Merit Medical Systems Inc • Surgical & medical instruments & apparatus • New York

This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is by and among MERIT MEDICAL SYSTEMS, INC., a Utah corporation (the “Borrower”), certain subsidiaries of the Borrower party hereto (the “Subsidiary Guarantors”), the lenders who are party to this Amendment (the “Consenting Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

Asset Purchase Agreement by and among VASCULAR INSIGHTS, LLC, VI MANAGEMENT, INC., AND MERIT MEDICAL SYSTEMS, INC. December 14, 2018
Asset Purchase Agreement • May 3rd, 2019 • Merit Medical Systems Inc • Surgical & medical instruments & apparatus • New York

This Asset Purchase Agreement (this “Agreement”) is entered into as of December 14, 2018, by and among Vascular Insights, LLC, a Delaware limited liability company (“VI”), and VI Management, Inc., a Massachusetts corporation (“Management” and, collectively with VI, the “Sellers”), and Merit Medical Systems, Inc., a Utah corporation (“Purchaser”). Capitalized terms used herein but not defined shall have the meaning ascribed to them in Exhibit A.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 12th, 2013 • Merit Medical Systems Inc • Surgical & medical instruments & apparatus • New York

This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is by and among MERIT MEDICAL SYSTEMS, INC., a Utah corporation (the “Borrower”), certain subsidiaries of the Borrower party hereto (the “Subsidiary Guarantors”), the lenders who are party to this Amendment (the “Consenting Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

AGREEMENT
Agreement • May 27th, 2020 • Merit Medical Systems Inc • Surgical & medical instruments & apparatus • Delaware

This Agreement (this “Agreement”) is made and entered into as of May 26, 2020 by and among Merit Medical Systems, Inc. (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).

SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS
Separation Agreement and Release of All Claims • March 15th, 2005 • Merit Medical Systems Inc • Surgical & medical instruments & apparatus • Utah

THIS SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS (the “Agreement”) is entered into between Merit Medical Systems, Inc., a Utah corporation (“Employer”), and Brian Ferrand (“Employee”).

Agreement and Plan of Merger
Escrow Agreement • August 8th, 2016 • Merit Medical Systems Inc • Surgical & medical instruments & apparatus • New York

This Agreement and Plan of Merger (this “Agreement”), dated as of July 6, 2016, is entered into by and among Merit Medical Systems, Inc., a Utah corporation (“Parent”), MMS Transaction Co., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), DFine, Inc., a Delaware corporation (the “Company”), the Priority Preferred Stockholders, solely for purposes of Article VII and Article VIII, and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the Priority Preferred Stockholders (the “Stockholder Representative”).

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