Gardner Denver Inc Sample Contracts

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Agreement and Plan of Merger • March 9th, 2005 • Gardner Denver Inc • General industrial machinery & equipment
CREDIT AGREEMENT
Credit Agreement • November 14th, 2001 • Gardner Denver Inc • General industrial machinery & equipment • Illinois
and
Rights Agreement • January 21st, 2005 • Gardner Denver Inc • General industrial machinery & equipment • Delaware
BETWEEN
Asset Purchase Agreement • February 13th, 1998 • Gardner Denver Machinery Inc • General industrial machinery & equipment • Delaware
THE NON-U.S. SUBSIDIARY BORROWER THAT IS OR MAY HEREAFTER BECOME A PARTY HERETO,
Credit Agreement • March 28th, 2002 • Gardner Denver Inc • General industrial machinery & equipment • Illinois
Exhibit 2.2 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • September 2nd, 2004 • Gardner Denver Inc • General industrial machinery & equipment • New York
AMONG
Assignment Agreement • November 14th, 2001 • Gardner Denver Inc • General industrial machinery & equipment • Illinois
Exhibit 10.14 EXECUTIVE CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • August 13th, 2002 • Gardner Denver Inc • General industrial machinery & equipment • Delaware
AMENDMENT NO. 1
Gardner Denver Machinery Inc • November 14th, 1996 • General industrial machinery & equipment • Illinois
THE NON-U.S. SUBSIDIARY BORROWER THAT IS OR MAY HEREAFTER BECOME A PARTY HERETO,
Credit Agreement • September 2nd, 2004 • Gardner Denver Inc • General industrial machinery & equipment • Illinois
GARDNER DENVER, INC. NONEMPLOYEE DIRECTOR STOCK OPTION AGREEMENT
Stock Option Agreement • November 12th, 2003 • Gardner Denver Inc • General industrial machinery & equipment
STOCK PURCHASE AGREEMENT BY AND AMONG
Stock Purchase Agreement • November 14th, 1996 • Gardner Denver Machinery Inc • General industrial machinery & equipment • Oklahoma
REGISTRATION RIGHTS AGREEMENT Dated as of May 4, 2005 by and among GARDNER DENVER, INC. THE GUARANTORS LISTED ON SCHEDULE I HERETO and
Registration Rights Agreement • May 4th, 2005 • Gardner Denver Inc • General industrial machinery & equipment • New York

This Agreement is made pursuant to the Purchase Agreement, dated April 28, 2005 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 8 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of May 4, 2005, among the Company, the Guarantors and The Bank of New York Trust Company, N.A., as trustee, relating to the Initial Notes and the Exchange Notes (the “Indenture”).

5,000,000 Shares of Common Stock GARDNER DENVER, INC. UNDERWRITING AGREEMENT April 28, 2005
Underwriting Agreement • May 4th, 2005 • Gardner Denver Inc • General industrial machinery & equipment • New York

BEAR, STEARNS & CO. INC. J.P. MORGAN SECURITIES INC. KEYBANC CAPITAL MARKETS, A DIVISION OF MCDONALD INVESTMENTS, INC. c/o Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York 10179

EXECUTIVE CHANGE IN CONTROL AGREEMENT
Executive Change in Control Agreement • November 10th, 2008 • Gardner Denver Inc • General industrial machinery & equipment • Delaware

THIS AGREEMENT is entered into this ___day of ____________, 200___by and between GARDNER DENVER, INC., a Delaware corporation, its affiliates, successors and assigns (the “Company”), and ___________(the “Executive”).

DATE 20 July 2008 DAVID FISHER GARDNER DENVER, INC. SHARE PURCHASE AGREEMENT relating to the acquisition of certain shares in CompAir Holdings Limited Macfarlanes LLP 20 Cursitor Street London EC4A 1LT
Share Purchase Agreement • October 21st, 2008 • Gardner Denver Inc • General industrial machinery & equipment • England

B The Vendor has agreed to sell and the Purchaser has agreed to buy the Shares on the terms and subject to the conditions of this Agreement.

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RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 29th, 2008 • Gardner Denver Inc • General industrial machinery & equipment • Illinois

THIS AGREEMENT, made as of the ___ day of ___, 20___ by and between Gardner Denver, Inc. (hereinafter called the “Company”), and «First» «Last_Name» (hereinafter called the “Employee”);

Gardner Denver, Inc. Nonemployee Director Restricted Stock Unit Agreement RECIPIENT: RS UNITS: DATE OF AWARD: VEST DATE: EXPIRATION DATE: «Name» «RS_Units» May 2, 2012 May 2, 2013 N/A
Gardner Denver Inc • February 27th, 2013 • General industrial machinery & equipment • Delaware

This Nonemployee Director Restricted Stock Unit Agreement is made between Gardner Denver, Inc., a Delaware corporation (the “Company”), and the undersigned, a Director of the Company or a subsidiary of the Company (the “Director”).

DATE 20 July 2008 INVENSYS INTERNATIONAL HOLDINGS LIMITED GARDNER DENVER, INC. SHARE PURCHASE AGREEMENT relating to the acquisition of certain shares in CompAir Holdings Limited Macfarlanes LLP 20 Cursitor Street London EC4A 1LT
Share Purchase Agreement • October 21st, 2008 • Gardner Denver Inc • General industrial machinery & equipment • England

B The Vendor has agreed to sell and the Purchaser has agreed to buy the Shares on the terms and subject to the conditions of this Agreement.

AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 28, 2006
Credit Agreement • March 1st, 2007 • Gardner Denver Inc • General industrial machinery & equipment • Illinois

THIS AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) is made as of the “Amendment Effective Date” (as defined below) by and among GARDNER DENVER, INC. (the “Borrower”), GD First (UK) Limited, a limited company organized under the laws of England and Wales (the “UK Borrower”), and Gardner Denver Holdings GmbH & Co. KG, a limited partnership organized under the laws of Germany (the “German Borrower,” and together with the Borrower and the UK Borrower, the “Borrowers”), the financial institutions listed on the signature pages hereof as lenders (the “Lenders”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (successor by merger to Bank One, NA, having its main office in Chicago, Illinois), individually as a Lender, as LC Issuer, and Swing Line Lender and as agent (the “Agent”) for the Lenders under that certain Third Amended and Restated Credit Agreement dated as of May 13, 2005 by and among the Borrowers, the Lenders and the Agent, (as such may be amended, restated

Gardner Denver, Inc. Nonemployee Director Restricted Stock Units Agreement RECIPIENT: RS UNITSS: GRANT DATE: VEST DATE EXPIRATION DATE: <<First>> <<Last_Name>> <<Shares>>
Gardner Denver Inc • February 24th, 2010 • General industrial machinery & equipment • Delaware

This Agreement is made between Gardner Denver, Inc., a Delaware corporation, having its principal executive office in Quincy, Illinois (the “Company”), and the undersigned, an Director of the Company or a subsidiary of the Company (the “Director”).

AGREEMENT AND PLAN OF MERGER By and Among RENAISSANCE PARENT CORP., RENAISSANCE ACQUISITION CORP. and GARDNER DENVER, INC. Dated as of March 7, 2013
Agreement and Plan of Merger • March 8th, 2013 • Gardner Denver Inc • General industrial machinery & equipment • Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of March 7, 2013, (this “Agreement”), is made by and among Renaissance Parent Corp., a Delaware corporation (“Parent”), Renaissance Acquisition Corp., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Acquisition Sub”), and Gardner Denver, Inc., a Delaware corporation (the “Company”).

Exhibit 10.13 CHIEF EXECUTIVE OFFICER CHANGE IN CONTROL AGREEMENT
Officer Change in Control Agreement • August 13th, 2002 • Gardner Denver Inc • General industrial machinery & equipment • Delaware
CREDIT AGREEMENT Dated as of September 19, 2008 among GARDNER DENVER, INC., GARDNER DENVER HOLDINGS GMBH & CO KG, GD FIRST (UK) LIMITED, THE OTHER NON-U.S. SUBSIDIARY BORROWERS THAT ARE OR MAY HEREAFTER BECOME PARTIES HERETO, THE INSTITUTIONS FROM...
Credit Agreement • October 21st, 2008 • Gardner Denver Inc • General industrial machinery & equipment

This Credit Agreement (this “Agreement”), dated as of September 19, 2008, is among Gardner Denver, Inc., a Delaware corporation (the “Parent Borrower”), Gardner Denver Holdings GmbH & Co KG, a company organized under the laws of Germany (the “German Borrower”), GD First (UK) Limited, a company organized under the laws of England and Wales (the “UK Borrower”), each Foreign Subsidiary of the Parent Borrower that is, or may hereafter become, a party hereto in accordance with Section 2.19 (whether now existing or hereafter formed, each a “Non-U.S. Subsidiary Borrower” and, together with the Parent Borrower, the German Borrower and the UK Borrower, collectively referred to as the “Borrowers”), the institutions from time to time parties hereto as Lenders, JPMorgan Chase Bank, N.A., as an LC Issuer, the Swing Line Lender and as Agent for the Lenders, Bank of America, N.A., as the Syndication Agent, Mizuho Corporate Bank, Ltd. and U.S. Bank, National Association as Documentation Agents. The pa

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GARDNER DENVER NASH LLC a Delaware limited liability company
Limited Liability Company Agreement • September 19th, 2005 • Gardner Denver Inc • General industrial machinery & equipment • Delaware

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GARDNER DENVER NASH LLC (this “Agreement”), dated as of May 12, 2005, is adopted, executed, and agreed to by the sole Member (as defined below). This Agreement amends and restates in its entirety the Second Amended and Restated Limited Liability Company Agreement of nash_elmo Industries, L.L.C. (the “Company”) dated as of September 17, 2004 (the “Old Operating Agreement”).

Gardner Denver, Inc. Nonstatutory Stock Option Agreement RECIPIENT: SHARES: PURCHASE GRANT DATE: EXPIRATION PRICE: DATE:
Stock Option Agreement • February 21st, 2008 • Gardner Denver Inc • General industrial machinery & equipment • Delaware

This Agreement is made between Gardner Denver, Inc., a Delaware corporation, having its principal executive office in Quincy, Illinois (the “Company”), and the undersigned, an employee of the Company or a subsidiary of the Company (the “Employee”).

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • October 29th, 2009 • Gardner Denver Inc • General industrial machinery & equipment • Delaware

This Amendment No. 1 to the Amended and Restated Rights Agreement (the “First Amendment”), effective as of October 29, 2009, is between Gardner Denver, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association (“Wells Fargo”).

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