EX-10.1
from 8-K
21 pages
This Letter Agreement Is Entered Into on the Date First Set Forth Above by and Among Shire Plc, a Company Incorporated in Jersey ("Parent"), Baxalta Incorporated, a Delaware Corporation ("Baxalta"), and Baxter International Inc., a Delaware Corporation ("Baxter") (This "Letter Agreement"). Reference Is Made to That Certain Tax Matters Agreement, Dated as of June 30, 2015, by and Among Baxter, by and on Behalf of Itself and Each Affiliate of Baxter, and Baxalta, by and on Behalf of Itself and Each Affiliate of Baxalta (The "Tax Matters Agreement") and That Certain Shareholder's and Registration Rights Agreement, Dated as of June 30, 2015, by and Between Baxter and Baxalta (The "Registration Rights Agreement"). Pursuant to a Merger Agreement to Be Entered Into Among Parent, Beartracks, Inc., a Delaware Corporation, and Baxalta (The "Merger Agreement"), Parent Will, Directly or Indirectly, Acquire All of the Outstanding Shares of Baxalta Common Stock (The "Merger"), Subject to the Satisfaction of Certain Closing Conditions as Described in the Merger Agreement. Capitalized Terms Used but Not Defined Herein Have the Meanings Given to Them in the Tax Matters Agreement. Parent, Baxalta and Baxter Hereby Agree as Follows: 1. Support of Baxter; Waiver of Appraisal Rights
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EX-10.1
from 425
21 pages
This Letter Agreement Is Entered Into on the Date First Set Forth Above by and Among Shire Plc, a Company Incorporated in Jersey ("Parent"), Baxalta Incorporated, a Delaware Corporation ("Baxalta"), and Baxter International Inc., a Delaware Corporation ("Baxter") (This "Letter Agreement"). Reference Is Made to That Certain Tax Matters Agreement, Dated as of June 30, 2015, by and Among Baxter, by and on Behalf of Itself and Each Affiliate of Baxter, and Baxalta, by and on Behalf of Itself and Each Affiliate of Baxalta (The "Tax Matters Agreement") and That Certain Shareholder's and Registration Rights Agreement, Dated as of June 30, 2015, by and Between Baxter and Baxalta (The "Registration Rights Agreement"). Pursuant to a Merger Agreement to Be Entered Into Among Parent, Beartracks, Inc., a Delaware Corporation, and Baxalta (The "Merger Agreement"), Parent Will, Directly or Indirectly, Acquire All of the Outstanding Shares of Baxalta Common Stock (The "Merger"), Subject to the Satisfaction of Certain Closing Conditions as Described in the Merger Agreement. Capitalized Terms Used but Not Defined Herein Have the Meanings Given to Them in the Tax Matters Agreement. Parent, Baxalta and Baxter Hereby Agree as Follows: 1. Support of Baxter; Waiver of Appraisal Rights
12/34/56
EX-10.2
from 8-K
189 pages
Shire Plc as the Company Morgan Stanley Bank International Limited and Deutsche Bank AG, London Branch as Mandated Lead Arrangers and Bookrunners With Deutsche Bank AG, London Branch as Agent US$ 5,600,000,000 Term Facilities Agreement Dated November 2015 Slaughter and May One Bunhill Row London Ec1y 8yy (Azn/Dhc) 532026286 Contents
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