Sigma Aldrich Corp Sample Contracts

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SALE AND PURCHASE AGREEMENT BY AND AMONG
Sale and Purchase Agreement • June 2nd, 2000 • Sigma Aldrich Corp • Wholesale-chemicals & allied products
AGREEMENT AND PLAN OF MERGER among SIGMA-ALDRICH CORPORATION, MERCK KGAA, and MARIO II FINANCE CORP. Dated as of September 22, 2014
Agreement and Plan of Merger • September 22nd, 2014 • Sigma Aldrich Corp • Wholesale-chemicals & allied products • Delaware

THIS AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of September 22, 2014, among Sigma-Aldrich Corporation, a Delaware corporation (the “Company”), Merck KGaA, a German corporation with general partners (“Parent”) and Mario II Finance Corp., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 16th, 2010 • Sigma Aldrich Corp • Wholesale-chemicals & allied products • Delaware

This Indemnification Agreement (this “Agreement”), dated as of , 2010, is made by and between Sigma-Aldrich Corporation., a Delaware corporation (the “Corporation”) and (the “Indemnitee”).

RIGHTS AGREEMENT SIGMA-ALDRICH CORPORATION and COMPUTERSHARE INVESTOR SERVICES, LLC Rights Agent Dated as of August 8, 2000 INDEX
Rights Agreement • August 10th, 2000 • Sigma Aldrich Corp • Wholesale-chemicals & allied products • Delaware

This Rights Agreement, dated as of August 8, 2000 (the "Rights Agreement") is entered into between SIGMA-ALDRICH CORPORATION, a Delaware corporation (the "Company"), and COMPUTERSHARE INVESTOR SERVICES, LLC, an Illinois limited liability company, as rights agent (the "Rights Agent").

Sigma-Aldrich Corporation and Deutsche Bank Trust Company Americas as Trustee Indenture Dated as of October 28, 2010
Sigma Aldrich Corp • October 28th, 2010 • Wholesale-chemicals & allied products • New York

INDENTURE dated as of October 28, 2010, among Sigma-Aldrich Corporation, a Delaware corporation (hereinafter called the “Company”), having its principal executive office at 3050 Spruce Street, St. Louis, Missouri 63103 and Deutsche Bank Trust Company Americas, a New York banking corporation (hereinafter called the “Trustee”), having its principal corporate trust office at 60 Wall Street, New York, New York 10005.

PERFORMANCE SHARE AWARD AGREEMENT UNDER THE SIGMA-ALDRICH CORPORATION
Performance Share Award Agreement • April 24th, 2014 • Sigma Aldrich Corp • Wholesale-chemicals & allied products • Delaware

This PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”) is made under the Sigma-Aldrich Corporation 2003 Long-Term Incentive Plan, as amended (the “Plan”) by and between Sigma-Aldrich Corporation (the “Company”) and Jan A. Bertsch (“Employee”) as of February 10, 2014 (“Award Date”).

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • December 31st, 2008 • Sigma Aldrich Corp • Wholesale-chemicals & allied products • Missouri

This Agreement, dated as of this 30th day of December 2008, is by and between Jai P. Nagarkatti (“Executive”) and Sigma-Aldrich Corporation and any successor to its business and/or assets (“Company”).

NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • April 24th, 2014 • Sigma Aldrich Corp • Wholesale-chemicals & allied products

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made as of February 10, 2014 by and between Sigma-Aldrich Corporation (the “Company”) and Jan A. Bertsch (the “Awardee”).

AMENDMENT NO. 1 to CREDIT AGREEMENT
Credit Agreement • February 6th, 2014 • Sigma Aldrich Corp • Wholesale-chemicals & allied products • New York
AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN SIGMA-ALDRICH CORPORATION AND DAVID HARVEY
Employment Agreement • June 8th, 2006 • Sigma Aldrich Corp • Wholesale-chemicals & allied products

WHEREAS, the Sigma-Aldrich Corporation (“Company”) and David Harvey (“Chairman”) previously entered into an employment agreement (“Agreement”) effective as of January 1, 2006; and

AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN SIGMA-ALDRICH CORPORATION AND JAI NAGARKATTI
Employment Agreement • December 31st, 2008 • Sigma Aldrich Corp • Wholesale-chemicals & allied products

WHEREAS, the Sigma-Aldrich Corporation (“Company”) and Jai Nagarkatti (“Chief Executive Officer”) previously entered into an employment agreement (“Agreement”) effective as of January 1, 2006; and

RESTRICTED STOCK UNIT AGREEMENT UNDER THE SIGMA-ALDRICH CORPORATION 2003 LONG- TERM INCENTIVE PLAN AS AMENDED
Restricted Stock Unit Agreement • April 25th, 2013 • Sigma Aldrich Corp • Wholesale-chemicals & allied products

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) governs restricted stock unit awards issued under the Sigma-Aldrich Corporation (the “Company”) 2003 Long-Term Incentive Plan, as amended (the “Plan”), on or after January 1, 2013:

RESTRICTED STOCK UNIT AGREEMENT UNDER THE
Restricted Stock Unit Agreement • February 23rd, 2011 • Sigma Aldrich Corp • Wholesale-chemicals & allied products

WHEREAS, the Board of Directors of the Company (“Board of Directors”) has adopted and the shareholders of the Company have approved the 2003 Long-Term Incentive Plan, as amended (“Plan”) pursuant to which Other Stock-Based Awards, including Awards pursuant to which common stock of the Company (“Common Stock”) may be acquired by employees of the Company and its subsidiaries in the future; and

NOTE PURCHASE AGREEMENT
Credit Agreement • February 27th, 2007 • Sigma Aldrich Corp • Wholesale-chemicals & allied products • New York

SIGMA-ALDRICH CORPORATION, a Delaware corporation (the “Company”), agrees with the Purchasers listed in the attached Schedule A (the “Purchasers”) to this Note Purchase Agreement (this “Agreement”) as follows:

SECOND AMENDMENT TO THE EXECUTIVE EMPLOYMENT AGREEMENT WITH DAVID HARVEY
Executive Employment Agreement • May 8th, 2008 • Sigma Aldrich Corp • Wholesale-chemicals & allied products

WHEREAS, Sigma-Aldrich Corporation (“Company”) and David Harvey (“Executive”) previously entered into an Executive Employment Agreement (“Agreement”) dated January 1, 2006 and

AMENDMENT NO. 1 to CREDIT AGREEMENT
Credit Agreement • December 13th, 2006 • Sigma Aldrich Corp • Wholesale-chemicals & allied products • Illinois

THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (the “Amendment”) is made as of December 11, 2006 (the “Effective Date”), by and among SIGMA-ALDRICH CORPORATION (the “Borrower”), the financial institutions listed on the signature pages hereof (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent (the “Administrative Agent”) under that certain Credit Agreement dated as of February 23, 2005 by and among the Borrower, the financial institutions party thereto and the Administrative Agent (as amended, supplemented or otherwise modified as of the date hereof, the “Credit Agreement”). Defined terms used herein and not otherwise defined herein shall have the meaning given to them in the Credit Agreement.

FIRST AMENDMENT TO THE EXECUTIVE EMPLOYMENT AGREEMENT WITH DAVID HARVEY
Executive Employment Agreement • May 4th, 2007 • Sigma Aldrich Corp • Wholesale-chemicals & allied products

WHEREAS, Sigma-Aldrich Corporation (“Company”) and David Harvey (“Executive”) previously entered into an Executive Employment Agreement (“Agreement”) dated January 1, 2006 and

EMPLOYMENT AGREEMENT
Employment Agreement • March 14th, 2006 • Sigma Aldrich Corp • Wholesale-chemicals & allied products

This AGREEMENT (“Agreement”) effective as of «Effective_Date» is entered into by and between the Sigma-Aldrich Corporation, a Delaware corporation (“Company”) and «Employee» (“Executive”), an individual.

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • January 19th, 2006 • Sigma Aldrich Corp • Wholesale-chemicals & allied products • Missouri

THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is effective as of January 1, 2006 by and between the Sigma-Aldrich Corporation, a Delaware corporation (“Company”) and Jai Nagarkatti (“Executive”).

This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933 SIGMA-ALDRICH CORPORATION INCENTIVE STOCK OPTIONS – AGREEMENT
Incentive Stock Options – Agreement • February 14th, 2011 • Sigma Aldrich Corp • Wholesale-chemicals & allied products

The following terms (the “Terms”) outlined in this document (“Agreement”) govern the incentive stock options issued under the Sigma-Aldrich Corporation 2003 Long-Term Incentive Plan, as amended, with respect to incentive stock options granted on or after February 7, 2011:

AGREEMENT AND PLAN OF MERGER by and among SIGMA-ALDRICH CORPORATION, SIGMA- ALDRICH HOLDING LLC, SIGMA-ALDRICH ACQUISITION LLC, BIORELIANCE HOLDINGS, INC., CERTAIN SECURITYHOLDERS OF BIORELIANCE HOLDINGS, INC. and AVISTA CAPITAL PARTNERS GP, LLC...
Agreement and Plan of Merger • January 9th, 2012 • Sigma Aldrich Corp • Wholesale-chemicals & allied products • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 8, 2012, is made by and among Sigma-Aldrich Corporation, a Delaware corporation (“Sigma-Aldrich Corporation”), Sigma-Aldrich Holding LLC, a Delaware limited liability company and direct wholly-owned subsidiary of Sigma-Aldrich Corporation (“Sigma-Aldrich Holding,” and together jointly and severally with Sigma-Aldrich Corporation, “Purchaser”), Sigma-Aldrich Acquisition LLC, a Delaware limited liability company and direct wholly-owned Subsidiary of Sigma-Aldrich Holding (“Merger Sub”), BioReliance Holdings, Inc., a Delaware corporation (the “Company”), and Avista Capital Partners GP, LLC, a Delaware limited liability company (“Avista”), solely in its capacity as the Representative (as defined below), and each of the parties listed on the signature page of this Agreement as a Stockholder (collectively, the “Signing Stockholders”) solely for the purposes of Article 4, Section 6.4, Section 6.7, Article 10 and Article

SIGMA-ALDRICH Corporation AGREEMENT between SIGMA-ALDRICH CORPORATION and Rakesh Sachdev
Agreement • November 5th, 2008 • Sigma Aldrich Corp • Wholesale-chemicals & allied products • Missouri

Sigma-Aldrich Corporation (the “Company”) is presently engaged throughout the United States and the World in the business of providing specialty chemicals and other products. I have been employed by the Company and/or desire to be employed by Company on an at-will basis in connection with the business of the Company. I understand that the position(s) in which I will or may be employed require(s) me to have and develop substantial contacts with customers of Company, to directly or indirectly manage other Company employees and their customer relationships, and/or to have access to Confidential Information (defined below) and trade secrets of Company; all of which otherwise would not be available or provided to me unless I enter into this Agreement. The Company desires to employ or continue to employ me, subject to and upon the terms described below, including a requirement that I sign this Agreement and deliver it to Company; and I am willing and desire to sign and deliver this Agreement

PURCHASE AND SALE AGREEMENT dated as of January 18, 2005 BY AND AMONG CSL LIMITED, CSL INTERNATIONAL PTY LTD, and CSL UK HOLDINGS LIMITED, as SELLERS and SIGMA-ALDRICH CORPORATION, as BUYER
Purchase and Sale Agreement • March 1st, 2005 • Sigma Aldrich Corp • Wholesale-chemicals & allied products • New York

CSL International Pty Ltd (ABN 63 066 194 938), a company incorporated in Australia, of 45 Poplar Road, Parkville, Victoria, Australia (“CSL International”),

EMPLOYMENT AGREEMENT
Employment Agreement • January 19th, 2006 • Sigma Aldrich Corp • Wholesale-chemicals & allied products • Missouri

THIS EMPLOYMENT AGREEMENT (“Agreement”) is effective as of January 1, 2006 by and between the Sigma-Aldrich Corporation, a Delaware corporation (“Company”) and David Harvey (“Chairman”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • February 14th, 2011 • Sigma Aldrich Corp • Wholesale-chemicals & allied products • Missouri

THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is effective as of January 1, 2011 by and between the Sigma-Aldrich Corporation, a Delaware corporation (“Company”) and Rakesh Sachdev (“Executive”).

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • November 16th, 2010 • Sigma Aldrich Corp • Wholesale-chemicals & allied products • Missouri

This Agreement, dated as of this day of , 2010, is by and between (“Executive”) and Sigma-Aldrich Corporation and any successor to its business and/or assets (“Company”).

CREDIT AGREEMENT Dated as of May 10, 2012 among Sigma-Aldrich Corporation, The Lenders Party Hereto, and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and Letter of Credit Issuer Wells Fargo Securities, LLC, Merrill...
Credit Agreement • July 24th, 2012 • Sigma Aldrich Corp • Wholesale-chemicals & allied products • New York

THIS CREDIT AGREEMENT, dated as of May 10, 2012, is by and among SIGMA-ALDRICH CORPORATION, a Delaware corporation, the Lenders from time to time party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and Letter of Credit Issuer.

CREDIT AGREEMENT Dated as of February 23, 2005 among Sigma-Aldrich Corporation, The Lenders Party Hereto, Wells Fargo Bank, National Association, as Administrative Agent and Letter of Credit Issuer Wells Fargo Bank, National Association and Wachovia...
Credit Agreement • February 25th, 2005 • Sigma Aldrich Corp • Wholesale-chemicals & allied products • Illinois

THIS CREDIT AGREEMENT, dated as of February 23, 2005, is by and among SIGMA-ALDRICH CORPORATION, a Delaware corporation, the Lenders from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Letter of Credit Issuer, WELLS FARGO BANK, NATIONAL ASSOCIATION and WACHOVIA CAPITAL MARKETS, LLC as Joint Lead Arrangers for the Lenders, WACHOVIA BANK, N.A., as Syndication Agent, and ABN AMRO BANK N.V., THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH AND U.S. BANK N.A., as Co-Documentation Agents.

RESTRICTED CASH AWARD AGREEMENT
Restricted Cash Award Agreement • May 7th, 2015 • Sigma Aldrich Corp • Wholesale-chemicals & allied products • Delaware

This Restricted Cash Award Agreement (this “Agreement”) is made effective as of February ____, 2015 (the “Grant Date”), by and between Sigma-Aldrich Corporation (the “Company”) and ________ (“Employee”).

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