among CONMED Corporation, as BorrowerCredit Agreement • August 14th, 2003 • Conmed Corp • Electromedical & electrotherapeutic apparatus • New York
CONFORMED COPY AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Merger Agreement"), dated as of January 13, 2003, is by and among CONMED Corporation, a New York corporation (the "Purchaser"), Arrow Merger Corporation, a Delaware...Agreement and Plan of Merger • April 3rd, 2003 • Conmed Corp • Electromedical & electrotherapeutic apparatus • New York
AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 13th, 2003 • Conmed Corp • Electromedical & electrotherapeutic apparatus • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • March 13th, 1996 • Conmed Corp • Electromedical & electrotherapeutic apparatus • New York
Exhibit 10.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of this 11th day of June, 2001 by and between CONMED Corporation, a New York corporation (the "Buyer" or "CONMED"), and Imagyn Medical,...Asset Purchase Agreement • August 13th, 2001 • Conmed Corp • Electromedical & electrotherapeutic apparatus • New York
Exhibit 10.1 CONMED CORPORATION ------------------ REGISTRATION RIGHTS AGREEMENT November 10, 2004 REGISTRATION RIGHTS AGREEMENT ----------------------------- THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of November...Registration Rights Agreement • November 16th, 2004 • Conmed Corp • Electromedical & electrotherapeutic apparatus • New York
among CONMED Corporation, as BorrowerCredit Agreement • November 14th, 2002 • Conmed Corp • Electromedical & electrotherapeutic apparatus • New York
Execution Version AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Dated as of October 23, 2003Receivables Purchase Agreement • November 13th, 2003 • Conmed Corp • Electromedical & electrotherapeutic apparatus • New York
FIRST AMENDMENT OF CREDIT AGREEMENTS Dated: , 1996Conmed Corp • March 13th, 1996 • Electromedical & electrotherapeutic apparatus
EXHIBIT FConmed Corp • March 26th, 1998 • Electromedical & electrotherapeutic apparatus • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 1997 • Conmed Corp • Electromedical & electrotherapeutic apparatus • New York
1 EXHIBIT 10.10 ------------- DISTRIBUTION AGREEMENT Dated as of December 31, 1997Distribution Agreement • February 24th, 1998 • Conmed Corp • Electromedical & electrotherapeutic apparatus • New York
amongCredit Agreement • August 13th, 1999 • Conmed Corp • Electromedical & electrotherapeutic apparatus • New York
CONMED CORPORATION as Issuer AND as Trustee INDENTURE Dated as of June 6, 2022Indenture • June 7th, 2022 • CONMED Corp • Electromedical & electrotherapeutic apparatus • New York
INDENTURE, dated as of June 6, 2022, between CONMED Corporation, a Delaware 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 organized under the laws of the United States of America, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
3,000,000 Shares a/ Common Stock ($0.01 par value per share)Conmed Corp • May 21st, 2002 • Electromedical & electrotherapeutic apparatus • New York
EXHIBIT 1Joint Filing Agreement • January 31st, 2002 • Conmed Corp • Electromedical & electrotherapeutic apparatus
WHEREAS, in accordance with Rule 13d-1(f) under the Securities and Exchange Act of 1934 (the "Act"), only one joint Statement and any amendments thereto need to be filed whenever one or more persons are required to file such a statement or any amendments thereto pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such Statement or amendments thereto is filed on behalf of each of them;
Section 6.01 Incorporation, Good Standing and Due Qualification Section 6.02 Corporate Power and Authority; No Conflicts Section 6.03 Legally Enforceable Agreements Section 6.04 Litigation Section 6.05 Financial Statements Section 6.06 Ownership and...Credit Agreement • February 16th, 1996 • Conmed Corp • Electromedical & electrotherapeutic apparatus • New York
Nomura Global Financial Products Inc. c/o Nomura Securities International, Inc. Worldwide Plaza 309 West 49th Street New York, NY 10019 June 1, 2022CONMED Corp • June 7th, 2022 • Electromedical & electrotherapeutic apparatus
The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Offering Memorandum dated June 1, 2022 (the “Offering Memorandum”) relating to the 2.25% Convertible Senior Notes due 2027 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate initial principal amount of USD 700,000,000 (as increased up to an aggregate principal amount of USD 800,000,000 if and to the extent that the Initial Purchasers (as defined herein) exercise their option to purchase additional Convertible Notes pursuant to
Exhibit 10.2 FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT FIRST AMENDMENT, dated as of June 30, 2003 (this "Amendment"), to the Guarantee and Collateral Agreement, dated as of August 28, 2002 (as amended, modified or supplemented from time to...Guarantee and Collateral Agreement • August 14th, 2003 • Conmed Corp • Electromedical & electrotherapeutic apparatus • New York
FIRST AMENDMENTConmed Corp • March 15th, 2004 • Electromedical & electrotherapeutic apparatus • New York
BETWEENStock and Asset Purchase Agreement • January 8th, 1998 • Conmed Corp • Electromedical & electrotherapeutic apparatus • New York
Bank of America, N.A. One Bryant Park, 8th Fl. New York, NY 10036 Attention: Strategic Equity Solutions Group Telephone: 646-855-8900 Email: dg.issuer_derivatives_notices@bofa.com June 1, 2022Letter Agreement • June 7th, 2022 • CONMED Corp • Electromedical & electrotherapeutic apparatus
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by CONMED Corporation (“Company”) and Bank of America, N.A. (“Dealer”), 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 Company 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.
as Trustee INDENTURE Dated as of January 29, 2019 2.625% Convertible Senior Notes due 2024Conmed Corp • January 29th, 2019 • Electromedical & electrotherapeutic apparatus • New York
INDENTURE, dated as of January 29, 2019, between CONMED Corporation, a New York corporation, as issuer (the “Company”, as more fully set forth in Section 1.01), and MUFG Union Bank, N.A., a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
January 25, 2019Letter Agreement • January 29th, 2019 • Conmed Corp • Electromedical & electrotherapeutic apparatus
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and CONMED Corporation (“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.
June 2, 2022CONMED Corp • June 7th, 2022 • Electromedical & electrotherapeutic apparatus • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by CONMED Corporation (“Company”) to Wells Fargo Bank, National Association (“Dealer”), 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 Company 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.
ARTICLE IAsset Purchase Agreement • August 13th, 1999 • Conmed Corp • Electromedical & electrotherapeutic apparatus • Minnesota
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2001 • Conmed Corp • Electromedical & electrotherapeutic apparatus • New York
1 Exhibit 4.1 CONMED CORPORATION 9% Senior Subordinated Notes due 2008 REGISTRATION RIGHTS AGREEMENTConmed Corp • April 30th, 1998 • Electromedical & electrotherapeutic apparatus • New York
THIRD AMENDMENTCredit Agreement • December 27th, 2022 • CONMED Corp • Electromedical & electrotherapeutic apparatus • New York
SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of July 16, 2021, among CONMED CORPORATION, a Delaware corporation (the “Parent Borrower”), the Foreign Subsidiary Borrowers (as hereinafter defined) from time to time parties to this Agreement, the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent.
AGREEMENT AND PLAN OF MERGER among Viking Systems, Inc., CONMED Corporation and Arrow Merger Corporation Dated as of August 13, 2012Agreement and Plan of Merger • August 14th, 2012 • Conmed Corp • Electromedical & electrotherapeutic apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 13, 2012, is by and among Viking Systems, Inc., a Delaware corporation (the “Company”), CONMED Corporation, a New York corporation (“Parent”), and Arrow Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • May 5th, 2010 • Conmed Corp • Electromedical & electrotherapeutic apparatus • New York
THIS AGREEMENT is entered into as of the 3rd day of May, 2010 (the “Effective Date”) by and between CONMED Corporation, a New York corporation (the “Company”), and Greg Jones c/o CONMED Corporation, 525 French Road, Utica NY 13502 (“Executive”)
NON-EXCLUSIVE DISTRIBUTION AGREEMENT This Agreement (the "Agreement") effective as of January 1, 1995 is between NEW DIMENSIONS IN MEDICINE, INC., a Delaware corporation with offices at 3040 East River Road, Dayton, Ohio 45439 ("Supplier") and BAXTER...Non-Exclusive Distribution Agreement • March 29th, 1996 • Conmed Corp • Electromedical & electrotherapeutic apparatus • Illinois
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY “[***]”, HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. AGREEMENT AND PLAN OF MERGER by...Agreement and Plan of Merger • August 2nd, 2022 • CONMED Corp • Electromedical & electrotherapeutic apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 1, 2022 (the “Effective Date”), is by and among Biorez, Inc., a Delaware corporation (the “Company”), CONMED Corporation, a Delaware corporation (“Parent”), Prometheus Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative, agent and attorney-in-fact of the Holders (“Holder Representative”).
Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 16th, 2004 • Conmed Corp • Electromedical & electrotherapeutic apparatus • New York
Amendment No. 2 to December 16, 1996 Employment Agreement AGREEMENT made this 7th day of March 2002 between CONMED Corporation and Eugene R. Corasanti as follows: WHEREAS, CONMED Corporation and Eugene R. Corasanti have agreed to extend his Employment...Employment Agreement • March 29th, 2002 • Conmed Corp • Electromedical & electrotherapeutic apparatus
WHEREAS, CONMED Corporation and Eugene R. Corasanti have agreed to extend his Employment Contract under the same terms and conditions for an additional five (5) year period running from January 1, 2002.
