I Flow Corp /De/ Sample Contracts

FORM OF I-FLOW CORPORATION REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 14th, 2003 • I Flow Corp /De/ • Surgical & medical instruments & apparatus • Delaware
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BY AND AMONG
Stock Purchase Agreement • October 4th, 2006 • I Flow Corp /De/ • Surgical & medical instruments & apparatus • New York
EXHIBIT 10.12 AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • May 15th, 2000 • I Flow Corp /Ca/ • Surgical & medical instruments & apparatus • California
EXHIBIT 1.1 2,600,000 SHARES I-FLOW CORPORATION SHARES OF COMMON STOCK $0.001 PAR VALUE UNDERWRITING AGREEMENT
Underwriting Agreement • April 14th, 2004 • I Flow Corp /De/ • Surgical & medical instruments & apparatus • New York
AS TENANT 2 LEASE INDEX
Lease Agreement • April 25th, 1997 • I Flow Corp /Ca/ • Surgical & medical instruments & apparatus • California
BY AND AMONG
Agreement and Plan of Merger • March 6th, 1998 • I Flow Corp /Ca/ • Surgical & medical instruments & apparatus • Michigan
C L A U S E S:
Lease Agreement • March 16th, 2005 • I Flow Corp /De/ • Surgical & medical instruments & apparatus
RECITALS
Registration Rights Agreement • August 14th, 2003 • I Flow Corp /De/ • Surgical & medical instruments & apparatus • California
AGREEMENT AND PLAN OF MERGER among KIMBERLY-CLARK CORPORATION, BOXER ACQUISITION, INC. and I-FLOW CORPORATION Dated as of October 8, 2009
Agreement and Plan of Merger • October 9th, 2009 • I Flow Corp /De/ • Surgical & medical instruments & apparatus • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 8, 2009, is by and among KIMBERLY-CLARK CORPORATION, a Delaware corporation (“Parent”), BOXER ACQUISITION, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and I-FLOW CORPORATION, a Delaware corporation (the “Company”).

RECITALS
Stock Purchase Agreement • November 14th, 2003 • I Flow Corp /De/ • Surgical & medical instruments & apparatus • Delaware
AMENDMENT #1 TO EMPLOYMENT AGREEMENT
Employment Agreement • August 14th, 2001 • I Flow Corp /Ca/ • Surgical & medical instruments & apparatus
I-FLOW LOGO]
Employment Agreement • March 30th, 2001 • I Flow Corp /Ca/ • Surgical & medical instruments & apparatus • California
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BACKGROUND
Agreement • August 14th, 2001 • I Flow Corp /Ca/ • Surgical & medical instruments & apparatus • California
2 3 1.10 Escrow Agreement. "Escrow Agreement" shall have the meaning given such term in Section 4.3(b) hereof.
License and Transfer Agreement • March 28th, 1996 • I Flow Corp /Ca/ • Surgical & medical instruments & apparatus • California
RECITALS
Merger Agreement • August 3rd, 2001 • I Flow Corp /Ca/ • Surgical & medical instruments & apparatus
AMENDMENT #2 TO AGREEMENT RE: CHANGE IN CONTROL
I Flow Corp /De/ • February 26th, 2008 • Surgical & medical instruments & apparatus

THIS AMENDMENT #2 TO AGREEMENT RE: CHANGE IN CONTROL (this “Amendment #2) is made and entered into as of the 21st day of February, 2008 (the “Effective Date”) by and between JAMES R. TALEVICH, an individual (“Executive”), and I-FLOW CORPORATION, a Delaware corporation (“Company”).

AMENDMENT #1 TO AGREEMENT RE: CHANGE IN CONTROL
I Flow Corp /De/ • March 1st, 2006 • Surgical & medical instruments & apparatus

THIS AMENDMENT #1 TO AGREEMENT RE: CHANGE IN CONTROL this “Amendment”) is made and entered into as of the 23rd day of February, 2006 (the “Effective Date”) by and between DONALD M. EARHART, an individual (“Executive”), and I-FLOW CORPORATION, a Delaware corporation (“Company”).

JOINT FILING AGREEMENT
Joint Filing Agreement • February 14th, 2008 • I Flow Corp /De/ • Surgical & medical instruments & apparatus

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • October 16th, 2009 • I Flow Corp /De/ • Surgical & medical instruments & apparatus • New York

THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this “Amendment”), dated as of October 15, 2009, is made by and between I-Flow Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York Limited Liability Trust Company (as successor-in-interest to American Stock Transfer & Trust Company, a New York corporation), as rights agent (the “Rights Agent”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Rights Agreement (as defined below).

TENDER AND SUPPORT AGREEMENT
Tender and Support Agreement • October 9th, 2009 • I Flow Corp /De/ • Surgical & medical instruments & apparatus • Delaware

This TENDER AND SUPPORT AGREEMENT, dated as of October 8, 2009 (this “Agreement”), is among Kimberly-Clark Corporation , a Delaware corporation (“Parent”), Boxer Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and each of the individuals or entities listed on a signature page hereto (each, a “Stockholder”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the date of this Agreement (the “Merger Agreement”) among Parent, Merger Sub and I-Flow Corporation , a Delaware corporation (the “Company”).

AMENDMENT #1 TO EMPLOYMENT AGREEMENT
Employment Agreement • March 1st, 2006 • I Flow Corp /De/ • Surgical & medical instruments & apparatus

THIS AMENDMENT #1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of the 23rd day of February, 2006 (the “Effective Date”) by and between JAMES J. DAL PORTO, an individual (“Dal Porto”), and I-FLOW CORPORATION, a Delaware corporation (“Company”).

BACKGROUND
Employment Agreement • August 14th, 2001 • I Flow Corp /Ca/ • Surgical & medical instruments & apparatus • California
FIRST AMENDMENT TO LEASE
Lease • October 30th, 2009 • I Flow Corp /De/ • Surgical & medical instruments & apparatus

THIS AMENDMENT, dated this 8th day of February, 2007, between IPERS NIMBUS OAKS — OREGON, INC., a Delaware corporation (“Landlord”) and ACRYMED INCORPORATED, an Oregon corporation (“Tenant”), for the premises located in the City of Beaverton, County of Washington, State of Oregon, commonly known as 9540 S.W. Nimbus Avenue, Beaverton, Oregon 97008 (the “Premises”).

NONCOMPETITION AGREEMENT
Noncompetition Agreement • February 20th, 2008 • I Flow Corp /De/ • Surgical & medical instruments & apparatus • California

THIS NONCOMPETITION AGREEMENT, dated as of February 15, 2008 (this “Agreement”), is by and among I-Flow Corporation, a Delaware corporation (the “Parent”), AcryMed Incorporated, an Oregon corporation and wholly owned subsidiary of the Parent (the “Company”), and Bruce L. Gibbins, a natural person (“Stockholder”).

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