Integramed America Inc Sample Contracts

Integramed America Inc – INTEGRAMED AMERICA, INC. Incorporated under the laws of the State of Delaware BYLAWS (September 21st, 2012)
Integramed America Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTEGRAMED AMERICA, INC. (September 21st, 2012)

The registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

Integramed America Inc – CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTEGRAMED AMERICA, INC. (September 21st, 2012)

IntegraMed America, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:

Integramed America Inc – IntegraMed® Q2 Revenue Grew 10.3% to $76.2M; EPS Rose to $0.04 from $0.03 Last Year (August 2nd, 2012)

PURCHASE, NEW YORK — August 2, 2012 -- IntegraMed America, Inc. (NASDAQ: INMD), a leader in developing, marketing and managing specialty healthcare facilities in the fertility and vein care markets, announced today results for the second quarter and the six months ended June 30, 2012. Second quarter and six months 2012 results include pre-tax costs of approximately $1.5 million (approximately $1.1 million after tax) associated with the pending acquisition of IntegraMed by affiliates of Sagard Capital Partners, L.P. Results in the year-ago periods include a pre-tax medical malpractice settlement of $1.65 million (approximately $1.0 million after tax).

Integramed America Inc – AMENDMENT TO EMPLOYMENT AGREEMENT (June 12th, 2012)

This Amendment, effective as of June 10, 2012, is made by and between IntegraMed America, Inc., a Delaware corporation (the “Company”) and Jay Higham (the “Employee”).

Integramed America Inc – AGREEMENT AND PLAN OF MERGER by and among SCP-325 HOLDING CORP., SCP-325 MERGER SUB, INC. and INTEGRAMED AMERICA, INC. Dated as of June 10, 2012 (June 11th, 2012)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of June 10, 2012 by and among SCP-325 Holding Corp., a Delaware corporation (“Parent”), SCP-325 Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and IntegraMed America, Inc., a Delaware corporation (the “Company”).

Integramed America Inc – VOTING AGREEMENT (June 11th, 2012)

This VOTING AGREEMENT (this “Agreement”) is entered into as of June 10, 2012 by and between the undersigned stockholders (“Stockholders”) of IntegraMed America, Inc., a Delaware corporation (the “Company”), and SCP-325 Holding Corp., a Delaware corporation (“Parent”). The obligations, representations and warranties of the undersigned Stockholders hereunder are several and not joint and several.

Integramed America Inc – AMENDMENT NO. 10 TO MANAGEMENT AGREEMENT BETWEEN INTEGRAMED AMERICA, INC. AND SHADY GROVE FERTILITY REPRODUCTIVE SCIENCE CENTER, P.C. (June 11th, 2012)

THIS AMENDMENT NO. 10 TO MANAGEMENT AGREEMENT (“Amendment”) is dated June 10, 2012, by and between IntegraMed America, Inc., a Delaware corporation, with its principal place of business at Two Manhattanville Road, Purchase, New York 10577 (“IntegraMed” or the “Management Company”), and Shady Grove Fertility Reproductive Science Center, P.C., a Maryland professional corporation, with its principal place of business at 15001 Shady Grove Road, Suite 310, Rockville, Maryland 20850 (“Shady Grove” or “PC”).

Integramed America Inc – FIFTH AMENDMENT TO SERVICE AGREEMENT BETWEEN INTEGRAMED AMERICA, INC. AND NORTHWEST CENTER FOR INFERTILITY AND REPRODUCTIVE ENDOCRINOLOGY (May 9th, 2012)

THIS FIFTH AMENDMENT TO SERVICE AGREEMENT (“Fifth Amendment"), is dated as of  March 1, 2012 by and between IntegraMed America, Inc., a Delaware corporation, with its principal place of business at Two Manhattanville Road, Purchase, New York 10577 (“IntegraMed”) and Northwest Center for Infertility and Reproductive Endocrinology, a Florida partnership of professional associations with its principal place of business at 2960 North State Road 7, Suite 300, Margate, Florida 33063 (“NCIRE”).

Integramed America Inc – SIXTH AMENDMENT TO SERVICE AGREEMENT BETWEEN INTEGRAMED AMERICA, INC. AND NORTHWEST CENTER FOR INFERTILITY AND REPRODUCTIVE ENDOCRINOLOGY (May 9th, 2012)

THIS SIXTH AMENDMENT TO SERVICE AGREEMENT (“Sixth Amendment"), is dated as of  April 16, 2012 by and between IntegraMed America, Inc., a Delaware corporation, with its principal place of business at Two Manhattanville Road, Purchase, New York 10577 (“IntegraMed”) and Northwest Center for Infertility and Reproductive Endocrinology, a Florida partnership of professional associations with its principal place of business at 2960 North State Road 7, Suite 300, Margate, Florida 33063 (“NCIRE”).

Integramed America Inc – Conference Call: Today, Thursday, May 3, 2012 at 10:00 a.m. ET Dial-in Numbers: 866-395-2657 or 706-902-0717 (International) Webcast / Replay URL: www.integramed.com or www.earnings.com Phone Replay: 855-859-2056 or 404-537-3406, #71361215, through May 10, 2012 (May 3rd, 2012)

PURCHASE, NEW YORK - May 3, 2012 - IntegraMed America, Inc. (NASDAQ: INMD), the leader in developing, marketing and managing specialty healthcare facilities in the fertility and vein care markets, today announced results for the first quarter (Q1) ended March 31, 2012.

Integramed America Inc – Management Agreement Between IntegraMed America, Inc. And UNC Fertility LLC (March 6th, 2012)

This Management Agreement (“Agreement”) is dated as of  February 1,  2012 (“Effective Date”) by and between IntegraMed America, Inc. a Delaware corporation, with its principal place of business at Two Manhattanville Road, Purchase, New York 10577 (“Management Company”) and UNC Fertility LLC (“LLC”), a North Carolina not-for-profit limited liability company, within the University of North Carolina Health Care System (the “System”) , 101 Manning Drive, Chapel Hill, North Carolina, 27514, as the sole member. IntegraMed and LLC are individually referred to herein as a “Party” and jointly, as “Parties.”

Integramed America Inc – INTEGRAMED AMERICA, INC. LONG-TERM INCENTIVE CASH AWARD PLAN (March 6th, 2012)

The purpose of the IntegraMed America, Inc. Long-Term Incentive Cash Award Plan (the “Plan”) is to enable IntegraMed America, Inc. (the “Company”), and any affiliates, to provide additional compensation to key officers and employees.  The Plan is intended as a means of maximizing the effectiveness and flexibility of the compensation arrangements to a select group of management or highly compensated employees of the Company and affiliates, and as an aid in attracting and retaining individuals of outstanding abilities and specialized skills for service.

Integramed America Inc – Conference Call: Today, Thursday, February 16, 2012 at 10:00 a.m. EST Dial-in Numbers: 866-395-2657 or 706-902-0717 (International) Webcast / Replay URL: www.integramed.com or www.earnings.com Phone Replay: 855-859-2056 or 404-537-3406 through February 23, 2012 Conference ID #: 45090476 (February 16th, 2012)

PURCHASE, NEW YORK — February 16, 2012 -- IntegraMed America, Inc. (NASDAQ: INMD), a leader in developing, marketing and managing specialty healthcare facilities in the fertility and vein care markets, announced today record revenues for the fourth quarter and year ended December 31, 2011.

Integramed America Inc – Conference Call: Today, Thursday, November 3, 2011 at 10:00 a.m. ET Dial-in Numbers: 866-395-2657 or 706-902-0717 (International) Webcast / Replay URL: www.integramed.com or www.earnings.com Phone Replay: 855-859-2056 or 404-537-3406 through November 10, 2011 Conference ID #: 20152335 (November 3rd, 2011)

PURCHASE, NEW YORK — November 3, 2011 -- IntegraMed America, Inc. (NASDAQ: INMD), a leader in developing, marketing and managing specialty healthcare facilities in the fertility and vein care markets, today announced results for the third quarter and the nine months ended September 30, 2011 and reviewed plans for the balance of the year.

Integramed America Inc – SECOND AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AGREEMENT (August 5th, 2011)

AGREEMENT (this “Amendment”), dated as of August 2, 2011, by and among INTEGRAMED AMERICA, INC. (the “Borrower”); the financial institutions signing below and BANK OF AMERICA, N.A., as administrative agent for the Lenders party to the Loan Agreement referred to below (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).

Integramed America Inc – Conference Call: Today, Thursday, August 4, 2011 at 10:00 a.m. EST Dial-in Numbers: 866-395-2657 or 706-902-0717 (International) Webcast / Replay URL: www.integramed.com or www.earnings.com Phone Replay: 800-642-1687 or 706-645-9291 through August 11, 2011 Conference ID #: 82027062 (August 4th, 2011)

PURCHASE, NEW YORK — August 4, 2011 -- IntegraMed America, Inc. (NASDAQ: INMD), the leader in developing, marketing and managing specialty healthcare facilities in the fertility and vein care markets, announced today results for the second quarter and the six months ended June 30, 2011.  IntegraMed’s Q2 ’11 and six-month results include a $1.65 million pre-tax provision (approximately $1.0 million after tax) for the settlement of a medical malpractice law suit involving one of its Partner fertility centers.  Excluding this charge, the Company would have reported Normalized Earnings of $0.12 per share.

Integramed America Inc – Conference Call: Today, Thursday, May 5, 2011 at 10:00 a.m. ET Dial-in Numbers: 866-395-2657 or 706-902-0717 (International) Webcast / Replay URL: www.integramed.com or www.earnings.com Phone Replay: 800-642-1687 or 706-645-9291 through May 12, 2011 Conference ID #: 60848192 (May 5th, 2011)

PURCHASE, NEW YORK — May 5, 2011 -- IntegraMed America, Inc. (NASDAQ: INMD), the leader in developing, marketing and managing specialty healthcare facilities in the fertility and vein care markets, announced today results for the first quarter ended March 31, 2011.

Integramed America Inc – Conference Call: Today, Thursday, May 5, 2011 at 10:00 a.m. ET Dial-in Numbers: 866-395-2657 or 706-902-0717 (International) Webcast / Replay URL: www.integramed.com or www.earnings.com Phone Replay: 800-642-1687 or 706-645-9291 through May 12, 2011 Conference ID #: 60848192 (May 5th, 2011)

PURCHASE, NEW YORK — May 5, 2011 -- IntegraMed America, Inc. (NASDAQ: INMD), the leader in developing, marketing and managing specialty healthcare facilities in the fertility and vein care markets, announced today results for the first quarter ended March 31, 2011.

Integramed America Inc – FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AGREEMENT (March 7th, 2011)

THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AGREEMENT (this "Amendment") dated as of March 2, 2011 by and among INTEGRAMED AMERICA, INC. (the "Borrower"); the financial institutions signing below and BANK OF AMERICA, N.A., as administrative agent for the Lenders party to the Loan Agreement referred to below (in such capacity, together with its successors and assigns in such capacity, the "Agent").

Integramed America Inc – Conference Call: Today, Thursday, February 17, 2011 at 10:00 a.m. EST Dial-in Numbers: 866-395-2657 or 706-902-0717 (International) Webcast / Replay URL: www.integramed.com or www.earnings.com Phone Replay: 800-642-1687 or 706-645-9291 through February 24, 2011 Conference ID #: 43202177 (February 17th, 2011)

PURCHASE, NEW YORK — February 17, 2011 -- IntegraMed America, Inc. (NASDAQ: INMD), the leader in developing, marketing and managing specialty healthcare facilities in the fertility and vein care markets, announced today results for the fourth quarter and year ended December 31, 2010 and also reported on progress in its vein clinics division expansion.

Integramed America Inc – FIRST AMENDMENT TO SERVICE AGREEMENT BETWEEN INTEGRAMED AMERICA, INC. AND SEATTLE REPRODUCTIVE MEDICINE, INC., P.S. (January 21st, 2011)

THIS FIRST AMENDMENT TO SERVICE AGREEMENT (“First Amendment"), is dated as of January 14, 2011 by and between IntegraMed America, Inc., a Delaware corporation, with its principal place of business at Two Manhattanville Road, Purchase, New York 10577 (“IntegraMed”) and Seattle Reproductive Medicine, Inc., P.S., a Washington professional service corporation, with its principal place of business at 1505 Westlake Avenue North, Seattle, Washington 98109 (“SRM”).

Integramed America Inc – AMENDMENT NO. 7 TO SERVICE AGREEMENT BETWEEN INTEGRAMED AMERICA, INC. AND REPRODUCTIVE SCIENCE CENTER OF THE SAN FRANCISCO BAY AREA, a Medical Corporation (November 9th, 2010)

THIS AMENDMENT NO. 7 TO SERVICE AGREEMENT (“Amendment No. 7"), is dated October 12, 2010 by and between IntegraMed America, Inc., a Delaware corporation, with its principal place of business at Two Manhattanville Road, Purchase, New York 10577 (“IntegraMed”) and Reproductive Science Center of the San Francisco Bay Area, a California medical corporation, with its principal place of business at 3160 Crow Canyon Road, Suite 150, San Ramon, California 94583 (“RSC”).

Integramed America Inc – Conference Call: Today, Wednesday, November 3, 2010 at 10:00 a.m. ET Dial-in Numbers: 866-395-2657 or 706-902-0717 (International) Webcast / Replay URL: www.integramed.com or www.earnings.com Phone Replay: 800-642-1687 or 706-645-9291 through November 10, 2010 Conference ID #: 20257004 (November 3rd, 2010)

PURCHASE, NEW YORK — November 3, 2010 -- IntegraMed America, Inc. (NASDAQ: INMD), the leader in developing, marketing and managing specialty healthcare facilities in the fertility and vein care markets, today announced results for the third quarter and the nine months ended September 30, 2010 and reviewed plans for additional vein clinic development in 2011.

Integramed America Inc – Conference Call: Today, Tuesday, July 27, 2010 at 10:00 a.m. ET Dial-in Numbers: 866-395-2657 or 706-902-0717 (International) Webcast/Replay URL: www.integramed.com or www.earnings.com Phone Replay: 800-642-1687 or 706-645-9291 through August 4, 2010 Conference ID#: 87982257 (July 27th, 2010)

PURCHASE, NEW YORK — July 27, 2010 -- IntegraMed America, Inc. (NASDAQ: INMD), the leader in developing and managing specialty healthcare facilities in the fertility and vein care markets, today announced improved results for the second quarter and the six months ended June 30, 2010.

Integramed America Inc – PURCHASE, NY — May 26, 2010 -- IntegraMed America, Inc. (NASDAQ: INMD), the leader in developing and managing specialty healthcare facilities in the fertility and vein care markets, today announced that it has increased the revolving portion of its credit facility with Bank of America, N.A., Webster Bank, N.A., and T.D. Bank, N.A. as lenders, from $10 to $35 million. Bank of America, N.A. is the administrative agent under the Loan Agreement. The credit facilities are comprised of a term loan of $25 million (of which approximately $16 million remains outstanding), and revolving loans in an aggr (May 26th, 2010)
Integramed America Inc – THIRD AMENDED AND RESTATED LOAN AGREEMENT Dated as of May 21, 2010 Among INTEGRAMED AMERICA, INC., as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer And THE LENDERS PARTY HERETO (May 26th, 2010)

This THIRD AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”) is entered into as of May 21, 2010, among INTEGRAMED AMERICA, INC., a Delaware corporation (“Borrower”), each lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

Integramed America Inc – PURCHASE AGREEMENT (February 12th, 2010)
Integramed America Inc – 2,000,000 Shares Plus an option to purchase up to 300,000 additional shares to cover over-allotments IntegraMed America, Inc. Common Stock PURCHASE AGREEMENT (February 12th, 2010)
Integramed America Inc – 2,000,000 Shares Plus an option to purchase up to 300,000 additional shares to cover over-allotments IntegraMed America, Inc. Common Stock PURCHASE AGREEMENT (February 8th, 2010)

IntegraMed America, Inc., a Delaware corporation (the “Company”), proposes to sell to Piper Jaffray & Co. and Dougherty & Company LLC (the “Underwriters”) an aggregate of 2,000,000 shares (the “Firm Shares”) of Common Stock, $0.01 par value per share (the “Common Stock”), of the Company. The Firm Shares consist of 2,000,000 authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company has also granted to the several Underwriters an option to purchase up to 300,000 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.”

Integramed America Inc – PURCHASE AGREEMENT (February 8th, 2010)

Reference is made to that certain Purchase Agreement being entered into between IntegraMed America, Inc. (the “Company”) and Piper Jaffray & Co. and Dougherty & Company LLC as the underwriters (the “Underwriters”), concurrently with this Purchase Agreement (the “Underwriting Purchase Agreement”) providing for the issuance by the Company to the Underwriters of 2,000,000 shares of Company Common Stock (the “Firm Shares”), without giving effect to any exercise of the Underwriters’ over-allotment option, for sale in a public offering at a price to the public of $[                    ] per share (the “Price to the Public”), less an underwriting discount. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Underwriting Purchase Agreement.

Integramed America Inc – First Amended and Restated Management Agreement Among IntegraMed America, Inc. Idaho Center for Reproductive Medicine, P.C. And Idaho Reproductive Labs, Inc. (February 4th, 2010)

This First Amended and Restated Management Agreement (“Agreement”) is dated December 1, 2009, (“Effective Date”) by and among IntegraMed America, Inc. a Delaware corporation, with its principal place of business at Two Manhattanville Road, Purchase, New 10577 (“Management Company”), Idaho Reproductive Labs, Inc. , an Idaho corporation, with its principal place of business at 111 Main Street, Suite 100, Boise, Idaho 83702 (“IRL”) and Idaho Center for Reproductive Medicine, P.C., an Idaho professional corporation, with its principal place of business at 111 Main Street, Suite 100, Boise, Idaho 83702 (“ICRM”). Management Company, IRL and ICRM are individually referred to herein as a “Party” and jointly, as “Parties.”

Integramed America Inc – AMENDMENT NO. 11 TO SERVICE AGREEMENT BETWEEN INTEGRAMED AMERICA, INC. AND FERTILITY CENTERS OF ILLINOIS, S.C. (February 4th, 2010)

THIS AMENDMENT NO. 11 TO SERVICE AGREEMENT (“Amendment No. 11”), is dated November 30, 2009 by and between IntegraMed America, Inc., a Delaware corporation, with its principal place of business at Two Manhattanville Road, Purchase, New York 10577 (“INMD”) and Fertility Centers of Illinois, S.C., an Illinois medical Service corporation, with a place of business at 3703 West Lake Avenue, Suite 310, Glenview, Illinois corporation, (“FCI”).

Integramed America Inc – Management Agreement Between IntegraMed America, Inc. And Utah Fertility Center, P.C. (February 4th, 2010)

This Management Agreement (“Agreement”) is dated December 1, 2009 (“Effective Date”) by and between IntegraMed America, Inc. a Delaware corporation, with its principal place of business at Two Manhattanville Road, Purchase, New York 10577 (“Management Company”) and Utah Fertility Center, P.C., a Utah professional corporation, with its principal place of business at 1988 West, 930 North, Pleasant Grove, Utah 84062 (“UFC”). IntegraMed and UFC are individually referred to herein as a “Party” and jointly, as “Parties.”

Integramed America Inc – First Amended And Restated Management Agreement Among IntegraMed America, Inc. And Foulk & Whitten Nevada Center for Reproductive Medicine, P.C. And Nevada Reproductive Labs (February 4th, 2010)

This First Amended and Restated Management Agreement (“Agreement”) is dated December 1, 2009, (“Effective Date”) by and among IntegraMed America, Inc., a Delaware corporation, with its principal place of business at Two Manhattanville Road, Purchase, New York 10577 (“Management Company”), Foulk & Whitten Nevada Center for Reproductive Medicine, P.C., a Nevada professional corporation, with its principal place of business at 645 Sierra Rose Drive, Suite 205, Reno, Nevada 89511 (“NCRM”) and Nevada Reproductive Labs, Inc., a Nevada corporation, with its principal place of business at 645 Sierra Rose Drive, Suite 205, Nevada 89511 (“NRL”), Management Company, NCRM and NRL are individually referred to herein as a “Party” and jointly, as “Parties.”