Exhibit 10.23
FOURTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 26, 2018 (this “Fourth Amendment”) is made by and among NOVANTA CORPORATION, a Michigan corporation (the “Lead Borrower”), NOVANTA UK INVESTMENTS HOLDING LIMITED, a private limited company incorporated in England and Wales (the “U.K. Borrower”), Novanta Europe GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) formed and existing under the laws of Germany (the “German Borrower” and jointly and severally together with the Lead Borrower, collectively the “Borrowers”), NOVANTA INC., a company continued and existing under the laws of the Province of New Brunswick, Canada (“Holdings”), each of the Subsidiaries of Holdings listed under the caption “GUARANTORS” on the signature pages hereto (each a “Guarantor” and collectively the “Guarantors”), each lender party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lenders and L/C Issuer.
WHEREAS, the Borrowers, the Lenders and the Administrative Agent are parties to that certain Second Amended and Restated Credit Agreement dated as of May 19, 2016, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement dated as of December 22, 2016, as further amended by that certain Joinder, Assumption and Amendment Agreement dated as of May 30, 2017, as further amended by that certain Third Amendment to Second Amended and Restated Credit Agreement dated as of August 1, 2017 (as so amended and further amended and in effect, the “Credit Agreement”), pursuant to which the Lenders have agreed to make certain financial accommodations to the Borrowers.
WHEREAS, the Borrowers, Guarantors, Holdings, the Lenders and the Administrative Agent wish to amend the Credit Agreement in certain respects, all on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties signatory hereto agree as follows:
1.Definitions. Except as otherwise defined in this Fourth Amendment, terms defined in the Credit Agreement are used herein as defined therein.
2.Amendments to Credit Agreement. Subject to the satisfaction of the conditions precedent specified in Section 3 below, the undersigned Lenders hereby agree that, effective as of the date hereof, Section 1.01 of the Credit Agreement shall be amended as follows:
(a)The definitions of “Consolidated EBITDA”, “Letter of Credit”, “Letter of Credit Sublimit” and “Loan Documents” in Section 1.01 of the Credit Agreement shall be amended by deleting the definitions thereof in their entirety and inserting the following definitions in their stead:
| “Consolidated EBITDA” means, for any period, for Holdings and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for any Measurement Period plus (a) the following to the extent deducted in calculating such Consolidated Net Income with respect to such period: (i) Consolidated Interest Charges and, to the extent not reflected in such Consolidated Interest Charges, (A) fees, expenses and charges incurred in respect of financing activities (including commissions, discounts and closing fees) during such period and (B) payments made in respect of Swap Contracts permitted hereunder entered into for the purpose of hedging interest rate or currency exchange rate risk during such period; (ii) the provision for federal, state, local and foreign income and other similar taxes for such period, including all taxes reported as “income taxes” on Holding’s consolidated financial statements for such period; (iii) depreciation and amortization expense for such period; (iv) unusual or non-recurring charges, including (x) restructuring charges from ongoing operations and divestitures in an amount not to exceed $15,000,000 in the aggregate during any Measurement Period, (y) restructuring charges, fees, expenses and charges incurred in respect of acquisitions, equity issuances, indebtedness and investments (whether or not consummated), for which consent from Lenders is not otherwise required under the terms of this Agreement in an amount not to exceed $15,000,000 in the aggregate during any Measurement Period (provided that the sum of add-backs taken pursuant clause (iv) (x) and (y) in any Measurement Period shall not exceed 25% of Consolidated EBITDA for such period) and (z) following a Permitted Acquisition, the amount of run-rate cost savings and synergies (for the avoidance of doubt, synergies shall not include new revenues) projected by the Borrowers from action taken or expected to be taken during the 12-month period following the date of such Permitted Acquisition, net of the amount of actual benefits theretofore realized during such period from such actions; provided that (1) such amounts are reasonably identifiable, quantifiable and factually supportable in the good faith judgment of the Borrowers and the Administrative Agent, (2) such run-rate cost savings and synergies are directly attributable to such Permitted Acquisition, (3) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (4) the aggregate amount of run-rate cost savings and synergies added pursuant to this clause (z) for any such Measurement Period shall not exceed $5,000,000; (v) Non-Cash Charges minus (b) without duplication and to the extent included in determining Consolidated Net Income for such period, (i) non-cash income or gains, all as determined in accordance with GAAP and (ii) earnings from equity method investments less the aggregate amount of cash actually distributed by such Person during such Measurement Period to Holdings or a Subsidiary as dividend or other distribution. |
| “Letter of Credit” means any standby or commercial letter of credit issued hereunder and shall include the Existing Letters of Credit. Letters of Credit may be issued in Dollars or in an Alternative Currency. |
| “Letter of Credit Sublimit” means an amount equal to $20,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility. |
| “Loan Documents” means, collectively, (a) this Agreement, (b) the Notes, (c) the Guaranty (including the Holdings Guaranty), (d) the Collateral Documents, (e) the Fee Letter, (f) each Issuer Document; (g) the First Amendment dated as of December 22, 2016, the Joinder and Amendment dated as of May 30, 2017, the Third Amendment dated as of August 1, |
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| 2017 and the Fourth Amendment dated as of February 26, 2018 and (h) any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.17 of this Agreement. |
(b)Section 7.02 of the Credit Agreement (Indebtedness) shall be amended by amending and restating subsections (f), (n) and (o) in their entirety as follows:
“(f)Purchase Money Indebtedness and Attributable Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness (other than in respect of Capitalized Leases for real property (if capitalization of such leases arises under GAAP)) at any one time outstanding shall not exceed $10,000,000;”
“(n)other unsecured Indebtedness of the Loan Parties in an aggregate principal amount not to exceed $5,000,000 at any time outstanding; and”
“(o)other Indebtedness of Subsidiaries that are not Loan Parties in an aggregate principal amount not to exceed $30,000,000 at any time outstanding.”
(c)Section 7.03 of the Credit Agreement (Investments) shall be amended by amending and restating subsection (c), clause (iv) of subsection (j) in their entirety as follows:
“(c) (i) Investments by Holdings and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by Holdings and its Subsidiaries in Loan Parties (other than Holdings), (iii) additional Investments by Subsidiaries that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) additional Investments by the Loan Parties in wholly-owned Subsidiaries that are not Loan Parties in an aggregate amount invested at any one time outstanding not to exceed $30,000,000;”
“(iv)(A) immediately before and immediately after giving Pro Forma Effect to any such purchase or other acquisition, no Event of Default shall have occurred and be continuing and (B) immediately after giving effect to such purchase or other acquisition, (x) Holdings and its Subsidiaries shall be in Pro Forma Compliance with all of the covenants set forth in Section 7.10, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby and (y) the Consolidated Leverage Ratio for the twelve-month period ended as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01(a) or (b) shall be no more than 3.00 : 1.00 (or, in connection with a Designated Acquisition or during the four (4) consecutive quarters
3
following a previously consummated Designated Acquisition, 3.50 : 1.00) calculated as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby; and”
(d)Section 7.06 of the Credit Agreement (Restricted Payments) shall be amended by amending and restating subsection (h) in its entirety as follows:
| “(h) | Holdings, each Borrower and each Subsidiary may make repurchases of their Equity Interests so long as (A) immediately before and immediately after giving Pro Forma Effect to any such repurchase, no Event of Default shall have occurred and be continuing and (B) immediately after giving effect to such repurchase, (x) Holdings and its Subsidiaries shall be in Pro Forma Compliance with all of the covenants set forth in Section 7.10, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such repurchase had been consummated as of the first day of the fiscal period covered thereby and (y) the Consolidated Leverage Ratio for the twelve-month period ended as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01(a) or (b) shall be no more than 3.00 : 1.00 calculated as though such repurchase had been consummated as of the first day of the fiscal period covered thereby. |
(e)Section 7.10 of the Credit Agreement (Financial Covenants) shall be amended by amending and restating subsection (b) in its entirety as follows:
“Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as at the end of any Measurement Period to be greater than (i) 3.50 : 1.00, or (ii) 4.00 : 1.00 at the Borrowers’ option for the four (4) consecutive quarters following a Designated Acquisition; provided, that this clause (ii) may not be exercised more than two (2) times.”
(f)Exhibit D (Form of Compliance Certificate) and Exhibit N (Form of Permitted Acquisition Certificate) to the Credit Agreement are hereby amended by deleting such exhibits in their entirety and replacing them with the corresponding exhibits set forth in Annex I attached hereto.
(g)The schedules to the Credit Agreement are hereby amended by deleting such schedules in their entirety and replacing them with the corresponding schedules set forth in Annex II attached hereto.
3.Conditions Precedent. The amendments to the Credit Agreement set forth in Section 2 hereof shall become effective, as of the date hereof, upon satisfaction of the following conditions precedent:
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(a)the Lead Borrower shall have delivered to the Administrative Agent a counterpart of this Fourth Amendment executed by the Lead Borrower and each other Loan Party;
(b)the Required Lenders and the Administrative Agent shall have indicated their consent and agreement by executing this Fourth Amendment;
(c)the Borrowers shall have paid all fees and other amounts due and payable by them under the Credit Agreement, including to the extent invoiced the reasonable fees, costs and expenses owing to Choate, Hall & Stewart LLP;
(d)a certificate signed by a Responsible Officer of the Lead Borrower, certifying that (A) the conditions set forth in Sections 3(e) and 3(f) below have been satisfied;
(e)the representations and warranties made by each Loan Party in Section 4 hereof are true and correct as of the date hereof; and
(f)no Event of Default shall have occurred and be continuing.
4.Representations and Warranties. The Lead Borrower and the other Loan Parties each represents and warrants to the Lenders that the representations and warranties of the Loan Parties contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on the date hereof, except that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date hereof; provided that (a) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, except that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects as of such earlier date, (b) the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively and (c) each reference in the Credit Agreement to “this Agreement” or the “Credit Agreement” or the like shall include reference to this Fourth Amendment and the Credit Agreement as amended hereby.
5.Effect on Loan Documents. The Credit Agreement (as amended hereby) and the other Loan Documents shall be and remain in full force and effect in accordance with their terms and hereby are ratified and confirmed in all respects. Except as expressly set forth herein the execution, delivery, and performance of this Fourth Amendment shall not operate as a waiver or an amendment of any right, power, or remedy of the Administrative Agent or any Lender under the Credit Agreement or any other Loan Document, as in effect prior to the date hereof. Each of the Loan Parties hereby ratifies and confirms in all respects all of its obligations under the Credit Agreement (as amended hereby) and the other Loan Documents to which it is a party.
6.No Novation; Entire Agreement. This Fourth Amendment evidences solely the amendment of the terms and provisions of the obligations of the Lead Borrower and the other Loan Parties under the Loan Documents and is not a novation or discharge thereof. There are no
5
other understandings, express or implied, among the Lead Borrower, the other Loan Parties, the Administrative Agent and the Lenders regarding the subject matter hereof or thereof.
7.Choice of Law. This Fourth Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
8.Counterparts; Facsimile Execution. This Fourth Amendment may be executed in any number of counterparts and by different parties and separate counterparts, each of which when so executed and delivered shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Fourth Amendment by facsimile shall be as effective as delivery of a manually executed counterpart of this Fourth Amendment.
9.Construction. This Fourth Amendment is a Loan Document. This Fourth Amendment and the Credit Agreement shall be construed collectively and in the event that any term, provision or condition of any of such documents is inconsistent with or contradictory to any term, provision or condition of any other such document, the terms, provisions and conditions of this Fourth Amendment shall supersede and control the terms, provisions and conditions of the Credit Agreement. Upon and after the effectiveness of this Fourth Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “herein”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “therein”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified and amended hereby.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be executed as of the date first above written.
BORROWERS:
NOVANTA CORPORATION
By: /s/ Robert Buckley
Name: Robert Buckley
Title: Chief Financial Officer
NOVANTA UK INVESTMENTS HOLDING LIMITED
By: /s/ Robert Buckley
Name: Robert Buckley
Title: Director
NOVANTA EUROPE GmbH
By: /s/ Robert Buckley
Name: Robert Buckley
Title: Managing Director
HOLDINGS:
NOVANTA INC.
By: /s/ Robert Buckley
Name: Robert Buckley
Title: Chief Financial Officer
OTHER GUARANTORS:
NOVANTA TECHNOLOGIES UK LIMITED
By: /s/ Robert Buckley
Name: Robert Buckley
Title: Director
[Fourth Amendment to Second A&R Credit Agreement]
NDS SURGICAL IMAGING LLC
By: /s/ Robert Buckley
Name: Robert Buckley
Title: President
[Fourth Amendment to Second A&R Credit Agreement]
bank of america, n.a., as
Administrative Agent
By: /s/ Mollie S. Canup
Name: Mollie S. Canup
Title: Vice President
[Fourth Amendment to Second A&R Credit Agreement]
bank of america, n.a., as a Lender, L/C Issuer and Swing Line Lender
By: /s/ John F. Lynch
Name: John F. Lynch
Title: Senior Vice President
[Fourth Amendment to Second A&R Credit Agreement]
JPMORGAN CHASE BANK, N.A., as a Lender
By: /s/ Peter M. Killea
Name: Peter M. Killea
Title: Executive Director
[Fourth Amendment to Second A&R Credit Agreement]
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By: /s/ Daniel M. Grondin
Name: Daniel M. Grondin
Title: Senior Vice President
[Fourth Amendment to Second A&R Credit Agreement]
SILICON VALLEY BANK, as a Lender
By: /s/ Jon Wolter
Name: Jon Wolter
Title: Vice President
[Fourth Amendment to Second A&R Credit Agreement]
TD BANK, N.A., as a Lender
By: /s/ Leonid Batsevitsky
Name: Leonid Batsevitsky
Title: Vice President
[Fourth Amendment to Second A&R Credit Agreement]
BANK OF MONTREAL, as a Lender
By: /s/ Patrick Hartweger
Name: Patrick Hartweger
Title: Managing Director
[Fourth Amendment to Second A&R Credit Agreement]
BANK OF MONTREAL, London Branch, as a Lender
By: /s/ Tom Woolgar
Name: Tom Woolgar
Title: Managing Director
By: /s/ Jean-Jacques van Helten
Name: Jean-Jacques van Helten
Title: Chief Risk Officer Europe
[Fourth Amendment to Second A&R Credit Agreement]
HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender
By: /s/ Andrew Everett
Name: Andrew Everett
Title: Vice President
[Fourth Amendment to Second A&R Credit Agreement]
Annex I
EXHIBIT D
form of COMPLIANCE CERTIFICATE
Financial Statement Date______, __, 20__
To: | Bank of America, N.A., as Administrative Agent |
Ladies and Gentlemen:
Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of May 19, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among NOVANTA CORPORATION, a Michigan corporation (the “Lead Borrower”), NOVANTA UK INVESTMENTS HOLDING LIMITED, a private limited company incorporated in England and Wales (together with the Lead Borrower and each other Person to join the Agreement as a Borrower, collectively the “Borrowers” and each a “Borrower”), Novanta Inc., a company continued and existing under the laws of the Province of New Brunswick, Canada (“Holdings”), the other Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.
The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of Holdings, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of Holdings, and that:
[Use following paragraph 1 for fiscal year-end financial statements]
1.Holdings has delivered the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of Holdings ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.
[Use following paragraph 1 for fiscal quarter-end financial statements]
1.Holdings has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of Holdings ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations and cash flows of Holdings and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.
2.The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Loan Parties during the accounting period covered by such financial statements.
3.A review of the activities of the Loan Parties during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Loan Parties performed and observed all their Obligations under the Loan Documents, and
[select one:]
[to the best knowledge of the undersigned, during such fiscal period each Loan Party performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.]
--or--
[to the best knowledge of the undersigned, during such fiscal period the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]
D -1
Form of Compliance Certificate
4.The representations and warranties of the Loan Parties contained in Article V of the Agreement, and any representations and warranties of any Loan Party that are contained in any document furnished at any time under or in connection with the Loan Documents, are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Agreement, including the statements in connection with which this Compliance Certificate is delivered; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates.
5.The financial covenant analyses and information set forth on Schedules 1 and 2 attached hereto are true and accurate on and as of the date of this Certificate.
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D -2
Form of Compliance Certificate
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
, .
NOVANTA INC.
By:
Name:
Title:
D -3
Form of Compliance Certificate
For the Quarter/Year ended ___________________(“Statement Date”)
SCHEDULE 1
to the Compliance Certificate
($ in 000’s)
I. | Section 7.10(b) – Consolidated Leverage Ratio. | |
| A. | Consolidated Funded Indebtedness at Statement Date:$ | |
| B. | Consolidated EBITDA for four consecutive fiscal quarters ending
on above date (“Subject Period”) (from Schedule 2):$ | |
| C. | Consolidated Leverage Ratio (Line I.A ¸ Line I.B): to 1.00 | |
| Maximum permitted: | 3.50 to 1.001 | |
1 | The Consolidated Leverage Ratio for the four (4) consecutive quarters following a Designated Acquisition (at the Borrowers’ option) may be up to 4.00 : 1.00; provided that such step-up may not be exercised more than two (2) times. |
D -4
Form of Compliance Certificate
II. | Section 7.10(c) – Consolidated Fixed Charge Coverage Ratio. | |
| A. | Adjusted Consolidated EBITDA for Subject Period: | |
| 1. | Consolidated EBITDA for Subject Period (Line I.B above):$ | |
| 2. | Aggregate amount of all cash Capital Expenditures for Subject Period:$ | |
| 3. | Aggregate amount of Federal, state, local and foreign income taxes paid in cash for Subject Period:$ | |
| 4. | Adjusted Consolidated EBITDA (Lines II.A1 - 2 - 3): $ | |
| B. | Consolidated Fixed Charges for Subject Period: | |
| 1. | Consolidated Interest Charges paid in cash for Subject Period:$ | |
| 2. | Aggregate scheduled amortization payments under Section 2.07(a) of the Agreement (regardless of whether optional prepayments under Section 2.05(a) of the Agreement were applied to such installments) for Subject Period, for so long as any amounts are outstanding under the Term Loan Facility:$ | |
| 3. | Aggregate principal amount of all other regularly scheduled principal payments or redemptions or similar acquisitions for value of outstanding debt for borrowed money (including regularly scheduled payments under any Capitalized Leases, except for the portion of rent expense under Capitalized Leases that is treated as interest in accordance with GAAP) for Subject Period, but excluding any voluntary repayments and redemptions to the extent refinanced through the incurrence of additional Indebtedness otherwise expressly permitted under Section 7.02 of the Agreement:$ | |
| 4. | Permitted cash repurchases of employee stock (excluding cashless exercise of options)$ | |
| 5. | Aggregate amount of all Restricted Payments made pursuant to Section 7.06(d) or 7.06(e) of the Agreement for
Subject Period:$ | |
| 6. | Consolidated Fixed Charges (Lines II.B1 + 2 + 3 + 4 + 5): $ | |
| C. | Consolidated Fixed Charge Coverage Ratio (Line II.A4 ¸ Line II.B6):
to 1.00 | |
| Minimum required: | 1.50 to 1.00 | |
D -1
Form of Compliance Certificate
For the Quarter/Year ended ___________________(“Statement Date”)
SCHEDULE 2
to the Compliance Certificate
($ in 000’s)
Consolidated EBITDA
(in accordance with the definition of Consolidated EBITDA as set forth in the Agreement)
| | | | | |
Consolidated
EBITDA | Quarter
Ended | Quarter
Ended | Quarter
Ended | Quarter
Ended | Twelve
Months
Ended |
Consolidated
Net Income | | | | | |
+Consolidated Interest Charges | | | | | |
+income taxes | | | | | |
+depreciation expense | | | | | |
+amortization expense | | | | | |
+(x) restructuring charges from operations and divestitures2 | | | | | |
+(y) restructuring charges , fees and expenses in respect of other transactions3 | | | | | |
+ run-rate cost savings and synergies4 | | | | | |
+Non-Cash Charges | | | | | |
-non-cash income | | | | | |
-earnings from equity-method investments | | | | | |
2 | not to exceed $15,000,000 in the aggregate during any Measurement Period; provided that the sum of add-backs (x) and (y) in any Measurement Period shall not exceed 25% of Consolidated EBITDA for such period |
3 | not to exceed $15,000,000 in the aggregate during any Measurement Period; provided that the sum of add-backs (x) and (y) in any Measurement Period shall not exceed 25% of Consolidated EBITDA for such period |
4 | to be in an amount reasonably acceptable to the Administrative Agent and otherwise in accordance with the terms of clause (a)(iv)(z) and the proviso thereto in the definition of “Consolidated EBITDA”. |
D -2
Form of Compliance Certificate
D -3
Form of Compliance Certificate
EXHIBIT N
form of PERMITTED ACQUISITION certificate
_____________ __, 20__
Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of May 19, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Novanta Corporation, a Michigan corporation (the “Lead Borrower”), Novanta UK Investments Holding Limited, a private limited company incorporated in England and Wales (together with the Lead Borrower and each other Person to join the Agreement as a Borrower, collectively the “Borrowers” and each a “Borrower”), Novanta Inc., a company continued and existing under the laws of the Province of New Brunswick, Canada (“Holdings”), the other Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.
Pursuant to Section 7.03(j) of the Agreement and in connection with the acquisition of [DESCRIBE TRANSACTION] (the “Acquisition”), the undersigned, hereby certifies that [he]/[she] is the duly elected, acting and qualified [President] [Chief Financial Officer] [Vice President of Finance] of Holdings, and that:
| 1. | any Subsidiary newly-created or acquired in connection with the Acquisition shall comply with the requirements of Section 6.12 of the Agreement; |
| 2. | the lines of business of the Target are not substantially different from those lines of business conducted by the Borrower and its Subsidiaries on the Restatement Date or any business substantially related or incidental thereto or a reasonable extension thereof; |
| 3. | the Acquisition has been consented to by the shareholders or board of directors or other equivalent governing body of the Target; |
| 4. | immediately before and immediately after giving pro forma effect to the Acquisition, no Event of Default has occurred and is continuing; |
| 5. | attached hereto as Annex 1 are calculations evidencing that immediately before and immediately after giving pro forma effect to the Acquisition, Holdings and its Subsidiaries are in pro forma compliance with all of the covenants set forth in Section 7.10 of the Agreement for the twelve-month period ended on [_______________]5 (the “Financial Statement Date”), determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) of the Agreement as though the Acquisition had been consummated as of the first day of the fiscal period covered thereby; and |
| 6. | attached hereto as Annex 2 are calculations evidencing that after giving effect to the Acquisition, Holdings and its Subsidiaries have a Consolidated Leverage Ratio for the twelve-month period ended on the Financial Statement Date of ___6 to 1.0, determined on the basis of the financial |
5 | Insert date of most recent financial statements delivered pursuant to Section 6.01(a) or (b) of the Agreement |
6 | Must be less than or equal to 3.00:1.0 (or, in connection with a Designated Acquisition, 3.50 : 1.00). |
N -1
Form of Permitted Acquisition Certificate
| | information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) of the Agreement as though the Acquisition had been consummated as of the first day of the fiscal period covered thereby. |
[Remainder of page intentionally left blank]
N -2
Form of Permitted Acquisition Certificate
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the date first written above.
NOVANTA INC.
By:
Name:
Title:
N -3
Form of Permitted Acquisition Certificate
ANNEX 1
to the Permitted Acquisition Certificate
($ in 000’s)
Consolidated EBITDA
(in accordance with the definition of Consolidated EBITDA as set forth in the Agreement)
| | | | | |
Consolidated
EBITDA | Quarter
Ended | Quarter
Ended | Quarter
Ended | Quarter
Ended | Twelve
Months
Ended |
Consolidated
Net Income | | | | | |
+Consolidated Interest Charges | | | | | |
+income taxes | | | | | |
+depreciation expense | | | | | |
+amortization expense | | | | | |
+ (x)restructuring charges from operations and divestitures7 | | | | | |
+(y) restructuring charges, fees and expenses in respect of other transactions8 | | | | | |
+ run-rate costs savings and synergies9 | | | | | |
+Non-Cash Charges | | | | | |
-non-cash income | | | | | |
-earnings from equity-method investments | | | | | |
7 | not to exceed $15,000,000 in the aggregate during any Measurement Period; provided that the sum of add-backs (x) and (y) in any Measurement Period shall not exceed 25% of Consolidated EBITDA for such period |
8 | not to exceed $15,000,000 in the aggregate during any Measurement Period; provided that the sum of add-backs (x) and (y) in any Measurement Period shall not exceed 25% of Consolidated EBITDA for such period |
9 | to be an amount reasonably acceptable to the Administrative Agent and otherwise in accordance with the terms of clause (a)(iv)(z) and the proviso thereto in the definition of “Consolidated EBITDA”. |
N -4
Form of Permitted Acquisition Certificate
I. | Section 7.10(b) – Consolidated Leverage Ratio. | |
| A. | Consolidated Funded Indebtedness at Financial Statement Date:$ | |
| B. | Consolidated EBITDA for four consecutive fiscal quarters ending on the Financial Statement Date (“Subject Period”) (from above)$ | |
| C. | Consolidated Leverage Ratio (Line I.A ¸ Line I.B): to 1.00 | |
| Maximum permitted: | 3.50 to 1.0010 | |
10 | The Consolidated Leverage Ratio for the four (4) consecutive quarters following a Designated Acquisition (at the Borrowers’ option) may be up to 4.00 : 1.00; provided that such step-up may not be exercised more than two (2) times. |
N -5
Form of Permitted Acquisition Certificate
II. | Section 7.10(c) – Consolidated Fixed Charge Coverage Ratio. | |
| A. | Adjusted Consolidated EBITDA for Subject Period: | |
| 1. | Consolidated EBITDA for Subject Period (Line I.B above):$ | |
| 2. | Aggregate amount of all cash Capital Expenditures for Subject Period:$ | |
| 3. | Aggregate amount of Federal, state, local and foreign income taxes paid in cash for Subject Period:$ | |
| 4. | Adjusted Consolidated EBITDA (Lines II.A1 - 2 - 3): $ | |
| B. | Consolidated Fixed Charges for Subject Period: | |
| 1. | Consolidated Interest Charges paid in cash for Subject Period:$ | |
| 2. | Aggregate scheduled amortization payments under Section 2.07(a) of the Agreement (regardless of whether optional prepayments under Section 2.05(a) of the Agreement were applied to such installments) for Subject Period, for so long as any amounts are outstanding under the Term Loan Facility:$ | |
| 3. | Aggregate principal amount of all other regularly scheduled principal payments or redemptions or similar acquisitions for value of outstanding debt for borrowed money (including regularly scheduled payments under any Capitalized Leases, except for the portion of rent expense under Capitalized Leases that is treated as interest in accordance with GAAP) for Subject Period, but excluding any voluntary repayments and redemptions to the extent refinanced through the incurrence of additional Indebtedness otherwise expressly permitted under Section 7.02 of the Agreement:$ | |
| 4. | Permitted cash repurchases of employee stock (excluding cashless exercise of options)$ | |
| 5. | Aggregate amount of all Restricted Payments made pursuant to Section 7.06(d) or 7.06(e) of the Agreement for
Subject Period:$ | |
| 6. | Consolidated Fixed Charges (Lines II.B1 + 2 + 3 + 4 + 5): $ | |
| C. | Consolidated Fixed Charge Coverage Ratio (Line II.A4 ¸ Line II.B6):
to 1.00 | |
| Minimum required: | 1.50 to 1.00 | |
N -6
Form of Permitted Acquisition Certificate
ANNEX 2
to the Permitted Acquisition Certificate
($ in 000’s)
Consolidated Leverage Ratio.
| A. | Consolidated Funded Indebtedness at Financial Statement Date:$ | |
| B. | Consolidated EBITDA for twelve-month period
ended on the Financial Statement Date (from Annex 1):$ | |
| C. | Consolidated Leverage Ratio (Line A ¸ Line B): to 1.00 | |
N -7
Form of Permitted Acquisition Certificate
ANNEX 3
to the Permitted Acquisition Certificate
($ in 000’s)
Excess Availability.
| A. | Unrestricted cash on the balance sheet of Holdings and
its Subsidiaries on the Financial Statement Date:$ | |
| B. | the Revolving Credit Facility on the
Financial Statement Date:$ | |
| C. | Outstanding Amount of all Revolving Credit Loans on the
Financial Statement Date:$ | |
| D. | Outstanding Amount of all Swing Line Loans on the
Financial Statement Date:$ | |
| E. | Outstanding Amount of all L/C Obligations on the
Financial Statement Date:$ | |
| F. | Excess Availability
(Line A + Line B – Line C – Line D – Line E):$ | |
Annex II
SCHEDULE 1.01
EXISTING LETTERS OF CREDIT
None.
SCHEDULE 2.01
COMMITMENTS
AND APPLICABLE PERCENTAGES
| | | | |
| Term Commitments | Revolving Credit Commitments |
Lender | Commitment | Applicable Percentage | Commitment | Applicable Percentage |
Bank of America, N.A. | $13,125,000.00 | 17.500000000% | $39,375,000.00 | 17.500000000% |
JPMorgan Chase Bank, N.A. | $13,125,000.00 | 17.500000000% | $39,375,000.00 | 17.500000000% |
Wells Fargo Bank, National Association | $13,125,000.00 | 17.500000000% | $39,375,000.00 | 17.500000000% |
Silicon Valley Bank | $9,500,000.00 | 12.666666667% | $28,500,000.00 | 12.666666667% |
TD Bank, N.A. | $9,500,000.00 | 12.666666667% | $28,500,000.00 | 12.666666667% |
Bank of Montreal | $9,500,000.00 | 12.666666667% | $28,500,000.00 | 12.666666667% |
HSBC Bank USA, N.A. | $7,125,000.00 | 9.500000000% | $21,375,000.00 | 9.500000000% |
Total | $75,000,000.00 | 100.000000000% | $225,000,000.00 | 100.000000000% |
Schedule 5.05
Supplements to Interim Financial Statements
None.
Schedule 5.08(b)
Owned Real Property
Owner | Address | Book Value | Estimated Fair Value |
Novanta Corporation (f/k/a GSI Group Corporation) | 4600 Campus Place
Mukilteo, WA 98275 | $#.# million | $#.# million |
Novanta Corporation (f/k/a GSI Group Corporation) | 234 East Mohave, Phoenix, AZ 85004 | $#.# million | $#.# million |
SCHEDULE 5.08(C)
Leased Real Property
| | | | |
Lessee | Lessor | Address | Expiration | Annual Rent |
Novanta Corporation (f/k/a GSI Group Corporation) | 125 Middlesex Turnpike, LLC
c/o Mohawk Partners, 205 Newbury Street, Framingham, MA 01701 | 125 Middlesex Turnpike, Bedford, Middlesex County, MA 01803 | #/##/#### | $#,###,### |
Novanta Corporation (f/k/a GSI Group Corporation) | Vintners’ Court LLC 4060 Spring Mountain Road St. Helena, CA 94574 | 5915 Jetton Lane, Loomis, CA 95650 | #/##/#### | $###,### |
Novanta Corporation (f/k/a GSI Group Corporation) | Jeff Davenport, 3269 Swetzer Road Loomis CA 95650 | 5970 Jetton Lane, Suites B, C, D & E, Loomis, CA 95650 | #/##/#### | $##,### |
Novanta Corporation (f/k/a GSI Group Corporation) | C L Assets LLC 1638 Maryclair Drive Olivehurst, CA 95961 | 5925 Jetton Lane, Suites B, C, & D, Loomis, CA 95650 | #/##/#### | $##,### |
Novanta Technologies UK Limited (f/k/a GSI Group Limited) | Thales Optronics (Taunton) Limited
Lisieux Way
Taunton
Somerset
TA1 2JZ | Part of Building 1
Moorfields
Lisieux Way
Taunton
Somerset | #/##/#### | GBP ##,### |
Novanta Technologies UK Limited (f/k/a GSI Group Limited) | Scottsgrove Holdings | 29 Holton Road, Holton Heath, Poole, UK | #/##/#### | GBP ##,### |
NDS Surgical Imaging, LLC | M West Propco XII, LLC | 5750 Hellyer Avenue, San Jose, CA 95138 | #/##/#### | $###,### |
Novanta Corporation (f/k/a GSI Group Corporation) | Hancock Park Development, LLC 225 Greenfield Parkway, Suite 202 Liverpool, NY 13088 | 7279 William Barry Blvd., North Syracuse, NY 13212 | #/##/#### | $###,### |
Novanta Corporation (f/k/a GSI Group Corporation) | CCTC, Inc. 4300 N Miller Road, Suite 153 Scottsdale, AZ 85251 | 235 E. Pima Street, Suite 101, Phoenix, AZ 85034 | #/##/#### | $##,### |
| | | | |
Lessee | Lessor | Address | Expiration | Annual Rent |
Novanta Corporation (f/k/a GSI Group Corporation) | LBA Realty Fund III-Company III, LLC 999 18th Street, Suite 210 Denver, CO 80202 | 999 18th Street North Tower Suite 1885N Denver, Colorado 80202 | #/##/#### | $##,### |
Novanta Corporation (f/k/a GSI Group Corporation) | JETA LLC 4545 Cushing Parkway, Fremont, CA 94538 | 4575 Cushing Parkway, Fremont, CA 94538 | #/##/#### | $###,### |
Novanta Corporation (f/k/a GSI Group Corporation) | Berg Properties, Inc. PO Box 920 Lake Oswego, OR 97034 | 155 B Avenue, Suite 200 and Suite 240, Lake Oswego, Oregon 97034 | #/##/#### | $##,### |
Novanta Europe GmbH (f/k/a GSI Group Europe GmbH) | KG für Vermögensverwaltung Garching GmbH & Co. 93059 Regensburg GERMANY | Parkring 57 – 59 85748 Garching Germany | #/##/#### | EUR ###,### |
SCHEDULE 5.08(D)
Existing Investments
| | |
Owner | Issuer | Percentage Owned |
Novanta Technologies UK Limited (f/k/a GSI Group Limited) | Laser Quantum Limited | 75.52% |
SCHEDULE 5.09
Environmental Matters
None.
SCHEDULE 5.13
Subsidiaries and Other Equity Investments; Loan Parties
Part (a): Subsidiaries
| | |
Parent | Subsidiary | Percentage Owned |
Novanta Inc. (f/k/a GSI Group Inc.) | Novanta Corporation (f/k/a GSI Group Corporation) | 100% |
Novanta Inc. (f/k/a GSI Group Inc.) | GSI Group Singapore Pte. Ltd. | 100% |
Novanta Inc. (f/k/a GSI Group Inc.) | Novanta UK Investments Holding Limited (f/k/a GSI Group UK Investments Holding Limited) | 100% |
Novanta UK Investments Holding Limited (f/k/a GSI Group UK Investments Holding Limited) | Novanta Technologies UK Limited (f/k/a GSI Group Limited) | 100% |
Novanta UK Investments Holding Limited (f/k/a GSI Group UK Investments Holding Limited) | Novanta Europe GmbH (f/k/a GSI Group Europe GmbH) | 100% |
Novanta UK Investments Holding Limited (f/k/a GSI Group UK Investments Holding Limited) | Novanta Holdings BV (f/k/a NDS Holdings BV) | 100% |
Novanta UK Investments Holding Limited (f/k/a GSI Group UK Investments Holding Limited) | Novanta Ceska republika s.r.o. | 100% |
Novanta Corporation (f/k/a GSI Group Corporation) | NDS Surgical Imaging, LLC | 100% |
Novanta Corporation (f/k/a GSI Group Corporation) | GSI Lumonics Asia Pacific Ltd. | 100% |
Novanta Technologies UK Limited (f/k/a GSI Group Limited) | GSI Group Precision Technologies (Suzhou) Co., Ltd. | 100% |
Novanta Technologies UK Limited (f/k/a GSI Group Limited) | Novanta Japan Corporation (f/k/a GSI Group Japan Corporation) | 100% |
Novanta Technologies UK Limited (f/k/a GSI Group Limited) | Laser Quantum Limited | 75.52% |
Novanta Europe GmbH (f/k/a GSI Group Europe GmbH) | Novanta Distribution (USD) GmbH (f/k/a GSI Group Distribution (USD) GmbH) | 100% |
Novanta Europe GmbH (f/k/a GSI Group Europe GmbH) | GSI Group GmbH | 100% |
Novanta Europe GmbH (f/k/a GSI Group Europe GmbH) | W.O.M. World of Medicine GmbH | 100% |
Novanta Europe GmbH (f/k/a GSI Group Europe GmbH) | Novanta Italy s.r.l. (f/k/a GSI Group Italy s.r.l.) | 100% |
Novanta Holdings BV (f/k/a NDS Holdings BV) | Novanta EMEA BV (f/k/a NDS Surgical Imaging BV) | 100% |
Part (b): Other Equity Investments
None.
Part (c): Loan Parties
| | | |
Loan Party | Jurisdiction of Incorporation | Principal Place of Business Address | U.S. Tax ID Number (or foreign equivalent) |
Novanta Inc. (f/k/a GSI Group Inc.) | New Brunswick, Canada | 125 Middlesex Turnpike
Bedford, MA 01730 | ##-####### |
Novanta Corporation (f/k/a GSI Group Corporation)
| Michigan | 125 Middlesex Turnpike
Bedford, MA 01730 | ##-####### |
NDS Surgical Imaging, LLC | Delaware | 5750 Hellyer Avenue, San Jose, CA 95138 | ##-####### |
Novanta Technologies UK Limited (f/k/a GSI Group Limited) | United Kingdom | 29 Holton Road Holton Heath Poole Dorset BH16 6LN | ####### |
Novanta UK Investments Holding Limited (f/k/a GSI Group UK Investments Holding Limited) | United Kingdom | 29 Holton Road Holton Heath Poole Dorset BH16 6LN | ######## |
Novanta Europe GmbH (f/k/a GSI Group Europe GmbH | Germany | Parkring 57 – 59 85748 Garching Germany | HRB ####### |
SCHEDULE 5.17
IP Rights
Registered Copyrights
Grantor
|
Country
|
Title
|
Application/ Registration No.
|
Filing Date
|
Registration Date
|
Novanta Corporation (f/k/a GSI Group Corporation) | United States | PR-880 Version 5. 1 c. | TX0007189456 | 2005 | 8/9/2010 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | SpectraWin Version 2.1.5.1. | TX0007189483 | 2006 | 8/9/2010 |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | DIMPL Class Library computer program | TX0005750228 | 2003 | 4/19/2003 |
Registered Trademarks
Grantor
|
Country
|
Trademark
|
Application/ Registration No.
|
Filing Date
|
Registration Date
|
Novanta Corporation (f/k/a GSI Group Corporation) | United States | GSI (Word Only - Black) | 78/731631 | 10/12/2005 | Not Applicable |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | GSI (Word Only - Blue) | 78/731636 | 10/12/2005 | Not Applicable |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Miscellaneous Design (MicroE Logo - Color) | 86/554327 5,004,298 | 3/5/2015 | 7/19/2016 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Miscellaneous Design (Celera Motion) | 86/666,751 | 6/18/2015 | Not Applicable |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | CELERA MOTION | 86,666,627 | 6/18/2015 | Not Applicable |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | MicroE Systems | 3,125,680 | 6/7/2004 | 8/8/2006 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | MicroE Systems | 2,886,781 | 10/20/1999 | 9/21/2004 |
Grantor
|
Country
|
Trademark
|
Application/ Registration No.
|
Filing Date
|
Registration Date
|
Novanta Corporation (f/k/a GSI Group Corporation) | United States | LINCOLN LASER | 2349659 | 11/17/1998 | 5/16/2000 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | SKYETEK | 3426915 | 6/20/2006 | 5/13/2008 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | REACH TECHNOLOGY | 4674407 | 4/8/2014 | 1/20/2015 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Pritchard | 0945,229 | 6/14/1971 | 10/17/1972 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Spectra | 0987,821 | 10/6/1972 | 7/9/1974 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Light Mate | 1,188,492 | 9/19/1980 | 2/2/1982 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Photo Research | 1,253,696 | 7/9/1982 | 10/11/1983 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | PR | 1,262,271 | 7/9/1982 | 12/27/1983 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Spectrascan | 1,262,871 | 7/8/1982 | 1/3/1984 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Spotmeter | 1,298,453 | 7/9/1982 | 10/2/1984 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | The Light Measurement People | 1,475,474 | 5/26/1987 | 2/2/1988 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Spectrawin | 2,219,258 | 4/15/1996 | 1/19/1999 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Videowin | 2,247,912 | 8/15/1995 | 5/25/1999 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | SpectraAduo | 3,223,033 | 6/8/2006 | 3/27/2007 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | CINEBRATE | 85/750358 | 10/10/2012 | Not Applicable |
Grantor
|
Country
|
Trademark
|
Application/ Registration No.
|
Filing Date
|
Registration Date
|
Novanta Corporation (f/k/a GSI Group Corporation) | United States | A-TAKT | 86,088043 4874903 | 10/10/2013 | 12/22/2015 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Synrad | 1,890,922 | 3/31/1994 | 4/25/1995 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Power Wizard | 1,848,154 | 4/30/1993 | 8/2/1994 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Fenix | 2,396,260 | 4/28/1998 | 10/17/2000 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Firestar | 2,497,086 | 12/29/1999 | 10/9/2001 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Duo-Lase | 1,620,992 | 1/2/1990 | 11/6/1990 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | WinMarkpro | 86,461441 4,900,319 | 11/21/2014 | 2/16/2016 |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | NOVANTA (BLOCK) | 86,921581 | 2/26/2016 | Not Applicable |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | GENERAL SCANNING PRINTER TECHNOLOGIES BY NDSSI | 4685450 | 6/27/2013 | 2/10/2015 |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | RADIANCE | 3134178 | 11/18/2004 | 8/22/2006 |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | DOME | 2142543 | 2/25/1997 | 3/10/1998 |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | ENDOVUE | 3742246 | 6/22/2009 | 1/26/2010 |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | ZEROWIRE | 3986502 | 11/16/2009 | 6/28/2011 |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | Design Only (DOME) | 4143992 | 3/11/2011 | 5/15/2012 |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | NDS SURGICAL IMAGING | 3648029 | 1/10/2007 | 6/30/2009 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | BUZZSAW DESIGN | 3253398 | 5/2/2006 | 6/19/2007 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | JADAK | 3558195 | 3/13/2007 | 1/6/2009 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | MEDICAL VISION | 3789522 | 5/19/2009 | 5/18/2010 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | FLEXPOINT | 3894960 | 8/30/2009 | 12/21/2010 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | FLEXPOINT | 3871367 | 8/30/2009 | 11/2/2010 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | CLARITY | 86015237 | 7/19/2013 | 12/30/2014 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | MERCURY | 3044886 | 5/24/2004 | 1/17/2006 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | THINGMAGIC | 2566222 | 3/15/2001 | 4/30/2002 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | THINGMAGIC | 3763923 | 3/3/2008 | 3/23/2010 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | ASTRA | 3727293 | 10/22/2008 | 12/22/2009 |
Patents (all U.S. applications/registrations)
Grantor
| Country |
Title
|
Application/Publication, Patent No.
|
Filing Date
|
Issue Date
|
Novanta Inc. (f/k/a GSI Group Inc.) | United States | Control Of A Pumping Diode Laser. | 5,400,351 | 5/9/1994 | 3/21/1995 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Focused Laser Beam Measurement/Location. | 5,521,374 | 9/7/1994 | 5/28/1996 |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | Laser Machining Of A Workpiece. | 5,854,805 | 3/21/1997 | 12/29/1998 |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | Laser Optical Fibre Tuning & Control. | 5,463,710 | 9/9/1992 | 10/31/1995 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Laser System For Controlling Emitted Pulse Energy. | 5,339,323 | 4/30/1993 | 8/16/1994 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Light Beam Distance Encoder. | 5,430,537 | 9/3/1993 | 7/04/1995 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Linear Position Detecting System. | 6,297,750 | 9/13/2000 | 10/02/2001 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Magnetic Encoder For Sensing Position And Direction Via A Time And Space Modulated Magnetic Field. | 5,939,879 | 6/2/1997 | 8/17/1999 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Optical Metrological Scale And Laser-Based Manufacturing Method Therefor. | 7,903,336 | 10/11/2006 | 3/8/2011 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Robotically Operated Laser Head. | 6,822,187 | 6/4/2001 | 11/23/2004 |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | Waveguide Device With Mode Control And Pump Light Confinement And Method of Using Same. | 6,785,304 | 7/24/2001 | 8/31/2004 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Wireless Chart Recorder System And Method. | 7,135,987 | 5/30/2003 | 11/14/2006 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Rotary Device With Matched Expansion Ceramic Bearings. | 6,710,487 | 1/10/2001 | 3/23/2004 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Capacitive Transducing With Feedback. | 5,537,109 | 5/28/1993 | 7/16/1996 |
Grantor
| Country |
Title
|
Application/Publication, Patent No.
|
Filing Date
|
Issue Date
|
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Composite Rotor And Output Shaft For Galvanometer Motor And Method Of Manufacture Thereof. | 7,365,464 | 9/1/2004 | 4/29/2008 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Controlled High Speed Reciprocating Angular Motion Actuator. | 6,448,673 | 6/1/2001 | 9/10/2002 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Galvanometer Unit. | 6,433,449 | 3/14/2002 | 8/13/2002 |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | Galvanometer Unit. | 6,380,649 | 11/2/1999 | 4/30/2002 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Mirror Mounting Structures And Methods For Scanners Employing Limited Rotation Motors. | 7,471,432 | 4/11/2007 | 12/30/2008 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Mirror Mounting Structures And Methods For Scanners Employing Limited Rotation Motors. | 7,212,325 | 11/23/2004 | 5/1/2007 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Rotor Shaft For Limited Rotation Motor And Method Of Manufacture Thereof. | 7,262,535 | 12/17/2004 | 8/28/2007 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Method And Apparatus For Reducing The Stress On Rotating Shaft Bearings. | 6,390,684 | 7/3/2001 | 5/21/2002 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Method For A Galvanometer With Axial Symmetry And Improved Bearing Design. | 6,612,015 | 10/22/2001 | 9/2/2003 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Method For Optimum Material Selection And Processing For Dynamic Mirror Applications. | 7,404,647 | 12/10/2004 | 7/29/2008 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Method For Tuning The Resonant Frequency Of Crossed- Flexure Pivot Galvanometers. | 6,265,794 | 10/29/1999 | 7/24/2001 |
Grantor
| Country |
Title
|
Application/Publication, Patent No.
|
Filing Date
|
Issue Date
|
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Monitoring Bearing Performance. | 6,956,491 | 6/13/2003 | 10/18/2005 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Moving Magnet Optical Scanner With Novel Rotor Design. | 5,424,632 | 10/22/1992 | 6/13/1995 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Optical Element For Scanning System And Method Of Manufacture Thereof | 6,749,309 | 9/27/2001 | 6/15/2004 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Optical Position Transducer Systems And Methods Employing Reflected Illumination For Limited Rotation Motor Systems. | 7,820,956 | 6/4/2007 | 10/26/2010 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Rotary Optical Encoder Employing Multiple Sub-Encoders With Common Reticle Substrate. | 7,482,575 | 8/2/2007 | 1/27/2009 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Smart Energy Emitting Head. | 6,581,833 | 11/2/2001 | 6/24/2003 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Continuous Position Calibration For Servo Controlled Rotary System. | 6,768,100 | 10/29/2001 | 7/27/2004 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | System And Method For Diagnosing A Controller In A Limited Rotation Motor System. | 7,291,999 | 11/30/2006 | 11/6/2007 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | System And Method For High Power Laser Processing. | 7,672,343 | 7/07/2006 | 3/2/2010 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Digital control servo system | 7,421,308 | 1/26/2007 | 9/2/2008 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | System And Method For Providing Rotation Control In A Limited Rotation Motor System. | 7,649,288 | 9/24/2007 | 1/19/2010 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Optical position detector for determining the angular position of a rotatable element | 5,671,043 | 10/3/1995 | 9/23/1997 |
Grantor
| Country |
Title
|
Application/Publication, Patent No.
|
Filing Date
|
Issue Date
|
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Axial led position detector for determining the angular position of a rotatable element | 5,844,673 | 4/17/1998 | 12/1/1998 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Servo control system | 7,414,379 | 10/12/2006 | 8/19/2008 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Systems and methods of providing improved performance of scanning mirrors coupled to limited rotation motors | 20100271679
12764392 8,284,470 | 4/21/2010 | 10/9/2012 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Low cost long-life compact low wobble wide scan angle taut-band resonant scanners with matched coefficients of thermal expansion and interchangeable mirrors | 20110181932
13009939 | 1/20/2011 | Not Applicable |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Systems and methods for balancing mirrors in limited rotation motor systems | 8,585,226 | 10/5/2011 | 11/19/2013 |
Novanta Technologies UK Limited (f/k/a GSI Group Limited) | United States | Air bearing | 5,593,230 | 11/27/1995 | 1/14/1997 |
Novanta Technologies UK Limited (f/k/a GSI Group Limited) | United States | Air bearing | 6,024,493 | 5/6/1998 | 2/15/2000 |
Novanta Technologies UK Limited (f/k/a GSI Group Limited) | United States | Rotary mirror assembly having spherical housing | 6,1307,69 | 10/2/1998 | 10/10/2000 |
Novanta Technologies UK Limited (f/k/a GSI Group Limited) | United States | High speed drill holders | 6,443,462 | 7/25/2001 | 9/3/2002 |
Novanta Technologies UK Limited (f/k/a GSI Group Limited) | United States | Hole forming system with ganged spindle set | 6,960,050 | 12/4/2001 | 11/1/2005 |
Novanta Technologies UK Limited (f/k/a GSI Group Limited) | United States | Data storage disc holder having central shaft held by spring loaded clamps against inclined surfaces when in disc gripping configuration | 7,367,038 | 12/12/2006 | 4/29/2008 |
Grantor
| Country |
Title
|
Application/Publication, Patent No.
|
Filing Date
|
Issue Date
|
Novanta Technologies UK Limited (f/k/a GSI Group Limited) | United States | Laser systems and material processing | 20090296748
12505003 | 7/17/2009 | Not Applicable |
Novanta Technologies UK Limited (f/k/a GSI Group Limited) | United States | High speed drilling spindle with reciprocating ceramic shaft and double-gripping centrifugal chuck | 5997223 | 9/22/1998 | 12/7/1999 |
Novanta Technologies UK Limited (f/k/a GSI Group Limited) | United States | High throughput hole forming system with multiple spindles per station | 6174271 | 5/11/1999 | 1/16/2001 |
Novanta Technologies UK Limited (f/k/a GSI Group Limited) | United States | High speed drilling spindle with reciprocating shaft and double-gripping centrifugal chuck | 6227777 | 11/9/1999 | 5/8/2001 |
Novanta Technologies UK Limited (f/k/a GSI Group Limited) | United States | Monitoring and controlling of laser operation | 7331512 | 11/29/2005 | 2/19/2008 |
Novanta Technologies UK Limited (f/k/a GSI Group Limited) | United States | Data storage disc carriers | 7936535 | 4/20/2006 | 5/3/2011 |
Novanta Technologies UK Limited (f/k/a GSI Group Limited) | United States | Gas bearing spindles | 20080178795
11911444 | 12/27/2007 | Not Applicable |
Novanta Technologies UK Limited (f/k/a GSI Group Limited) | United States | Laser rod pump chamber and method | 6693940 | 11/13/2002 | 2/17/2004 |
Novanta Technologies UK Limited (f/k/a GSI Group Limited) | United States | Laser based material processing methods and scalable architecture for material processing | 6738396 | 11/13/2002 | 5/18/2004 |
Novanta Technologies UK Limited (f/k/a GSI Group Limited) | United States | Method and system for laser welding | 6750421 | 2/18/2003 | 6/15/2004 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Absolute Encoder Employing Linked Sub-Encoders And Beat Track. | 7,368,705 | 6/28/2007 | 5/06/2008 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Absolute Encoder Employing Concatenated, Multi-Bit, Interpolated Sub-Encoders. | 7,253,395 | 11/17/2004 | 8/07/2007 |
Grantor
| Country |
Title
|
Application/Publication, Patent No.
|
Filing Date
|
Issue Date
|
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Precision Material-Handling Robot Employing High-Resolution, Compact Absolute Encoder. | 7,321,113 | 5/25/2005 | 1/22/2008 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Multi-Track Absolute Encode. | 6,366,047 | 7/13/2000 | 4/4/2002 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Optical Position Encoder Having Alignment Indicators Providing Quantitative Alignment Indications. | 7,067,797 | 9/15/2004 | 6/27/2006 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Optical Encoder Having Slanted Optical Detector Elements For Harmonic Suppression. | 7,324,212 | 2/28/2007 | 1/29/2008 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Multi Track Optical Encoder Employing Beam Divider. | 7,193,204 | 7/7/2003 | 3/20/2007 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Interferometric Optical Position Encoder Employing Spatial Filtering Of Diffraction Orders For Improved Accuracy. | 7,480,060 | 8/8/2007 | 1/20/2009 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Encoder Self-Calibration Apparatus And Method. | 6,897,435 | 10/31/2002 | 5/24/2005 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Encoder Scale Error Compensation Employed Comparison Among Multiple Detectors. | 7,126,109 | 6/14/2004 | 10/24/2006 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Rotary Position Sensor With Offset Beam Generating Element And Elliptical Detector Array. | 7,183,537 | 12/16/2003 | 2/27/2007 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Method Of Generating An Index Signal For An Optical Encoder. | 7,075,057 | 4/26/2005 | 7/11/2006 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Optical Encoder With Burst Generator For Generating Burst Output Signals. | 7,193,205 | 4/23/2006 | 3/20/2007 |
Grantor
| Country |
Title
|
Application/Publication, Patent No.
|
Filing Date
|
Issue Date
|
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Apparatus For Detecting Relative Movement. | 5,559,600 | 2/1/1995 | 9/24/1996 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Apparatus For Detecting Relative Movement Wherein A Detecting Means Is Positioned In A Region Of Natural Interference. | 5,486,923 | 2/24/1995 | 1/23/1996 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Apparatus For Detecting Relative Movement Wherein A Detecting Means Is Positioned In A Region Of Natural Interference. | 5,646,730 | 1/23/1996 | 7/8/1997 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Scale Assembly For Optical Encoder Having Affixed Optical Reference Markers. | 7,343,693 | 11/9/2006 | 3/18/2008 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Optical Track Sensing Device. | 5,991,249 | 7/29/1997 | 11/23/1999 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Reference Point Talbot Encoder. | 7,002,137 | 8/13/2002 | 2/21/2006 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Multi-Track Absolute Encoder | 14,836,021 | 10/1/2015 | |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Optical Position Sensor for Determining the Angular Position of a Rotating Device | 8,809,763 | 1/20/2011 | 8/19/2014 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | RFID Reader operating system and associated architecture | 7,659,819 | 3/23/2006 | 2/09/2010 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | RFID Tagged item trajectory and location estimation system and method | 7,859,411 | 3/25/2008 | 12/28/2010 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Quarter wave phase shifted diode detector circuit | 7,456,746 | 8/31/2006 | 11/25/2008 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Apparatus With Multiple Light Detectors And Methods Of Use And Manufacture. | 7,897,912 | 5/25/2006 | 3/1/2011 |
Grantor
| Country |
Title
|
Application/Publication, Patent No.
|
Filing Date
|
Issue Date
|
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Synthetic Aperture Video Photometer System. | 5,267,038 | 12/30/1988 | 11/20/1993 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Multiaxis Photometric Inspection System & Method For Flat Panel Displays. | 6,111,243 | 1/30/1998 | 8/29/2000 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Led Measuring Device. | 7,022,969 | 5/14/2004 | 4/4/2006 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Laser Tube With External Adjustable Reactance For A Gas Discharge RF-Excited Laser. | 7,480,323 | 5/17/2007 | 1/20/2009 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | System And Method For Laser Beam Coupling Between Waveguide And Optics. | 6,603,794 | 9/5/2001 | 9/5/2003 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Laser System And Method For Gain Medium With Output Beam Transverse Profile Tailoring Longitudinal Strips. | 6,614,826 | 5/5/2000 | 9/2/2003 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Laser System And Method For Beam Enhancement. | 6,198,759 | 12/27/1999 | 3/6/2001 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Laser With Heat Transfer System And Method. | 6,198,758 | 12/27/1999 | 3/6/2001 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Laser Assembly System And Method. | 6,195,379 | 12/27/1999 | 2/27/2001 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | All Metal Electrode Sealed Gas Laser. | 5,953,360 | 10/24/1997 | 9/14/1999 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | RF-Excited Gas Laser System. | 5,602,865 | 11/14/1995 | 2/11/1997 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Laser Tube with Distributed Taps for a Gas Discharge Re-Excited Laser | 20120230362 | 9/13/2012 | Not Applicable |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Laser Optic Protection | 9,031,110 | 3/15/2013 | 5/12/2015 |
Grantor
| Country |
Title
|
Application/Publication, Patent No.
|
Filing Date
|
Issue Date
|
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Waveguide Beam Conditioning for a High Powered Laser | 14,707,085 | 5/8/2015 | Pending |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Laser Resonator with Oarasitic Mode Supression | 14,265,779 9,281,651 | 4/30/2014 | 2/17/2016 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Multi-Pass Slab Laser with Internal Beam Shaping | 14,297,654 9,231,362 | 6/6/2014 | 1/5/2016 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Laser Tube with Baffles | 14,276,595 9,197,028 | 5/13/2014 | 11/24/2015 |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | DATA STREAM TRANSMISSION PREPROCESSING | 7,430,163 | 7/19/2004 | 9/30/2008 |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | AVERAGE EIRP CONTROL OF MULTIPLE ANTENNA TRANSMISSION SIGNALS | 7,248,217 | 8/31/2005 | 7/24/2007 |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | SYNCHRONIZATION OF MEDIA ACCESS CONTROL (MAC) SUPERFRAMES | 7,480,515 | 9/29/2005 | 1/20/2009 |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | SYNCHRONIZATION OF MEDIA ACCESS CONTROL (MAC) SUPERFRAMES | 7,826,860 | 9/4/2008 | 11/2/2010 |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | METHOD AND APPARATUS FOR CALIBRATING FILTERING OF A TRANSCEIVER | 7,437,139 | 10/26/2005 | 10/14/2008 |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | METHOD AND APPARATUS FOR TRANSMITTER CALIBRATION | 7,623,886 | 12/14/2005 | 11/24/2009 |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | LINK QUALITY PREDICTION | 7,440,412 | 3/13/2006 | 10/21/2008 |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | LINK QUALITY PREDICTION | 7,719,999 | 9/4/2008 | 5/18/2010 |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | REDUCING IMAGE SPECTRAL LEAKAGE DUE TO I-Q IMBALANCE | 7,672,396 | 6/22/2006 | 3/2/2010 |
Grantor
| Country |
Title
|
Application/Publication, Patent No.
|
Filing Date
|
Issue Date
|
Novanta Inc. (f/k/a GSI Group Inc.) | United States | CONTROL OF AN ADJUSTABLE GAIN AMPLIFIER | 7,417,500 | 6/19/2006 | 8/26/2008 |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | PHASE COMBINING DIVERSITY | 7,324,794 | 9/29/2004 | 1/29/2008 |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | AVERAGE POWER CONTROL OF WIRELESS TRANSMISSION HAVING A VARIABLE DUTY CYCLE | 7,733,979 | 3/21/2007 | 6/8/2010 |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | ADJUSTING A TRANSMIT TIME OF A WIRELESS DEVICE | 8,000,376 | 1/22/2008 | 8/16/2011 |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | SYNCHRONIZATION BAND SELECTION OF A FREQUENCY HOPPING WIRELESS RECEIVER | 7,978,748 | 12/11/2007 | 7/12/2011 |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | GENERATING A FREQUENCY SWITCHING LOCAL OSCILLATOR SIGNAL | 8,014,486 | 3/27/2008 | 9/6/2011 |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | RECEIVING WIRELESS SIGNALS WITH MULTIPLE DIVERSITY SETTINGS | 7,965,787 | 7/10/2008 | 6/21/2011 |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | EMPIRICAL SCHEDULING OF NETWORK PACKETS | 7,529,247 | 9/17/2003 | 5/5/2009 |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | EMPIRICAL SCHEDULING OF NETWORK PACKETS USING A PLURALITY OF TEST PACKETS | 7,876,692 | 12/17/2008 | 1/25/2011 |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | EMPIRICAL SCHEDULING OF NETWORK PACKETS | 7,911,963 | 4/29/2009 | 3/22/2011 |
Grantor
| Country |
Title
|
Application/Publication, Patent No.
|
Filing Date
|
Issue Date
|
Novanta Inc. (f/k/a GSI Group Inc.) | United States | EMPIRICAL SCHEDULING OF NETWORK PACKETS USING COARSE AND FINE TESTING PERIODS | 7,468,948 | 10/28/2004 | 12/23/2008 |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | ENDPOINT PACKET SCHEDULING SYSTEM | 7,339,923 | 10/31/2003 | 3/4/2008 |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | LOCAL AREA NETWORK CONTENTION AVOIDANCE | 7,508,813 | 11/25/2003 | 3/24/2009 |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | NETWORK CONNECTION DEVICE | 7,453,885 | 10/13/2004 | 11/18/2008 |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | METHOD AND SYSTEM FOR CORRECTION, MEASUREMENT AND DISPLAY OF IMAGES | 12/883,004 2011-0063341 | 9/15/2010 | Not Applicable |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | ELECTRONIC COLOR AND LUMINANCE MODIFICATION | 13/051,962 2012-0032971 | 3/18/2011 | Not Applicable |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | MONOCULAR STEREOSCOPIC ENDOSCOPE | 11/644,033 | 12/22/2006 | Not Applicable |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | WIDE-VIEW DISPLAY SYSTEM FOR MEDICAL SURGICAL APPLICATIONS | 11/715,711 | 3/7/2007 | Not Applicable |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | SYSTEM AND METHOD FOR ENHANCING LUMINANCE UNIFORMITY IN A LIQUID CRYSTAL DISPLAY DEVICE | 11/809,033 | 5/30/2007 | Not Applicable |
Grantor
| Country |
Title
|
Application/Publication, Patent No.
|
Filing Date
|
Issue Date
|
Novanta Inc. (f/k/a GSI Group Inc.) | United States | SYSTEM AND METHOD OF DOUBLING THE DRIVING FREQUENCY TO AN LCD PANEL WITH A LIVE VIDEO SOURCE | 12/006,324 | 12/31/2007 | Not Applicable |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | SYSTEM AND METHOD OF TESTING A RESISTIVE TOUCHSCREEN SENSOR TO DETERMINE PROPER COVER LAYER CONSTRUCTION | 12/009,006 | 1/15/2008 | Not Applicable |
Novanta Inc. (f/k/a GSI Group Inc.) | United States | Cordless and Wireless Surgical Display System | 62/253,606 | 11/10/2015 | |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Optical Imaging System and Method Using a Reflective Background | 8,170,322 | 3/22/2006 | 5/1/2012 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Infusion pump having radiofrequency identification and optical imaging capabilities | 7,743,975 | 4/11/2006 | 6/29/2010 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Combined radio frequency identification and optical imaging module | 7,766,235 | 3/9/2006 | 8/3/2010 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Electrosurgical device having RFID and optical imaging capabilities | 7,614,554 | 5/25/2006 | 11/10/2009 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | System and Method for Reducing Specular Reflection | 8,320,702 | 9/28/2006 | 11/27/2012 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Modular radio frequency identification unit | 7,764,163 | 11/8/2006 | 7/27/2010 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Antenna for combined RFID optical imager | 7,631,809 | 1/25/2007 | 12/15/2009 |
Grantor
| Country |
Title
|
Application/Publication, Patent No.
|
Filing Date
|
Issue Date
|
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Method For Providing User Feedback In An Autoidentification System | 7,942,329 | 8/14/07 | 5/17/2011 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Optical Imaging Clinical Sampler | 8,005,280 | 12/12/2007 | 8/23/2011 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | System and method for logo identification and verification | 8,162,219 | 1/9/2008 | 4/24/2012 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | System and Method For Test Tube and Cap Identification | 8,170,271 | 6/25/2008 | 5/1/2012 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | One-Piece Optical Imager Housing and Method For Releasably Locking A One-Piece Housing Assembly | 7,842,890 | 9/19/2008 | 11/30/2010 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | System and Method for Detection of Liquid Level in a Vessel | 7,982,201 | 9/8/2009 | 7/19/2011 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | System and Method For Panoramic Image Stitching | 8,319,823 | 11/3/2009 | 11/27/2012 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | System and Method For Multiple View Machine Vision Target Location | 8,321,055 | 11/3/2009 | 11/27/2012 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Hand-held RFID and optical imaging device | D581,931 | 3/19/2007 | 12/2/2008 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Hand held optical imager | D612,853 | 2/12/2009 | 3/30/2010 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Hand held optical imager having side triggers | D612,855 | 5/28/2009 | 3/30/2010 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Sled for a tablet computer | D689,057 | 11/8/2012 | 9/3/2013 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Sled for a tablet computer | D689,058 | 11/20/2012 | 9/3/2013 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Expedited Image Processing Method | 12/195758 | 8/21/2008 | Not Applicable |
Grantor
| Country |
Title
|
Application/Publication, Patent No.
|
Filing Date
|
Issue Date
|
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Multiple Platform Optical Imager Interface and Communication System | 12/268561 | 11/11/2008 | Not Applicable |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Handheld Optical Imaging Device and Method | 12/508689 | 7/24/2009 | Not Applicable |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | System and Method for Test Tube and Cap Identification | 13/357,909 | 1/25/2012 | Not Applicable |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Automatic Exposure Calibration and Compensation for Machine Vision | 13/562,894 | 7/31/2012 | Not Applicable |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Scenario Windowing For Expedited Decoding Of Multiple Barcodes | 13/562,928 | 7/31/2012 | Not Applicable |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Automatic Exposure Calibration and Compensation for Machine Vision | 8,976,257 | 7/31/2012 | 3/10/2015 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Scenario Windowing for Expedited Decoding of Multiple Barcodes | 9,016,581 | 7/31/2012 | 4/28/2015 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Methods and Apparatus for Operating a Radio Device | 13/036,182 8,330,580 | 2/28/2011 | 12/11/2012 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Methods and Apparatus for RFID Tag Placement | 12/698,689 8,576,075 | 2/2/2010 | 11/5/2013 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Methods and Apparatuses for RFID Tag Range Determination | 12/611,687 8,446,254 | 11/3/2009 | 5/21/2013 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Methods and Apparatuses For RFID Tag Range Determination | 12/611,724 8,279,112 | 11/3/2009 | 10/2/2012 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Systems and Methods for Power Supply Synchronization in Radio Frequency Identification (RFID) Readers | 12/425,932 8,196,831 | 4/17/2009 | 6/12/2012 |
Grantor
| Country |
Title
|
Application/Publication, Patent No.
|
Filing Date
|
Issue Date
|
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Systems and Methods for Q Value Determination | 11/559,227 8,081,063 | 11/13/2006 | 12/20/2011 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Systems and Methods for Slot Classification | 11/559,248 8,022,814 | 11/13/2006 | 9/20/2011 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Methods and Apparatus for RFID Tag Placement | 11/459,634 7,683,780 | 7/24/2006 | 3/23/2010 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Methods and Apparatus for Operating a Radio Device | 11/455,403 7,961,078 | 6/19/2006 | 6/14/2011 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Methods and Apparatus for Operating a Radio Device | 11/455,508 7,999,658 | 6/19/2006 | 8/16/2011 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Systems and Methods for Active Noise Cancellation in an RFID Tag Reader | 11/422,075 7,706,764 | 6/3/2006 | 4/27/2010 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Radio Frequency Identification Tag Reader | 29/246,424 D533178 | 4/10/2006 | 12/5/2006 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Dynamically Reconfigurable Antennas for RFID Label Encoders/Readers | 11/265,477 7,724,141 | 11/3/2005 | 5/25/2010 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | RFID Reader System Incorporating Antenna Orientation Sensing | 11/206,914 7,453,363 | 8/19/2005 | 11/18/2008 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Multi-Reader Coordination in RFID System | 11/171,443 7,898,391 | 7/1/2005 | 3/1/2011 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | RFID Reader Front End | 11/167,401 7,773,945 | 6/27/2005 | 8/10/2010 |
Novanta Corporation (f/k/a GSI Group Corporation) | United States | Methods and Apparatus for Operating a Radio Device | 10/448,053 7,075,412 | 5/29/2003 | 7/11/2006 |
Licenses
| | |
| | |
Licensor | Licensee | Patent Number(s) |
Novanta Corporation (f/k/a GSI Group Corporation) | Prima U.S., Laserdyne Systems Division,
Laserdyne Prima Inc. | GSI/US - 5,339,103; 5,340,962; 5,521,374; 5,850,068 |
| | |
Licensor | Licensee | Trademark Number |
Novanta Inc. (f/k/a GSI Group Inc.) and NDS Surgical Imaging, LLC | InoNet Computer GmbH | GSI Group Inc. /US - 3134178 |
SCHEDULE 6.12
Guarantors
Novanta Inc. (f/k/a GSI Group Inc.)
NDS Surgical Imaging, LLC
Novanta Technologies UK Limited (f/k/a GSI Group Limited)
SCHEDULE 7.02
Existing Indebtedness
[Omitted].
SCHEDULE 7.05
Certain Properties
None.
SCHEDULE 11.02
administrative agent’s OFFICE;
certain ADDRESSES FOR NOTICES
BORROWERS or GUARANTORS:
Novanta Inc. (f/k/a GSI Group Inc.)
125 Middlesex Turnpike
Bedford, MA 01730
Attention: Chief Financial Officer
With a copy to:
Novanta Inc. (f/k/a GSI Group Inc.)
125 Middlesex Turnpike
Bedford, MA 01730
Attention: Timothy Spinella
Telephone: ###-###-####
Telecopier: ###-###-####
Electronic Mail: ########################
| And: #################### |
Website Address: | www.novanta.com |
ADMINISTRATIVE AGENT:
Administrative Agent & Swing Line Lender Office:
(For financial/loan activity – advances, pay down, interest/fee billing and payments, rollovers, rate-settings):
Robert Garvey
Bank of America
Mail Code: NC1-001-05-46
One Independence Center
101 N Tryon Street
Charlotte, NC 28255-0001
TELEPHONE: ###-###-####
FAX: ###-###-####
EMAIL: ######################
Remittance Instructions:
BANK OF AMERICA, NA
NEW YORK, NY
ABA ##########
ACCT # #############
NAME: Corporate Credit Services
REF: Novanta Group Corporation
L/C Issuer’s Office:
(For fee payments due LC Issuer only and new LC requests and amendments):
Trade Operations
Mail Code: PA6-580-02-30
1 Fleet Way
Scranton, PA 18507
FAX: ###-###-####
EMAIL: #####################################
Remittance Instructions:
Bank of America, N.A. Charlotte, NC
ABA #: ###-###-### New York, NY
Account #: #####-######
Attn: Scranton Standby
Ref: Novanta Group Corporation & LC #
Other Notices as Administrative Agent:
(For financial statements, compliance certificates, maturity extension and commitment change notices, amendments, consents, vote taking, etc.)
Bank of America – Gateway Village
Mail Code: NC1-026-06-03
900 West Trade Street
Charlotte NC 28255-0001
Attention: Mollie S. Canup
PHONE: ###-###-####
FAX: ###-###-####
EMAIL: #######################
