Conditions to the Consummation of the Transactions. Conditions to the Obligations of Each Party 98 9.2 Conditions to the Obligations of HW 99 9.3 Conditions to the Obligations of Valor 100 10.1 Termination 101 10.2 Effect of Termination 103 11.1 Indemnification by Holdco 104 11.2 Indemnification by the Participating Rights Holders and Founders; Holdco Set-Off Rights 104 11.3 Third-Party Claims 106 11.4 Payment of Claims 107 11.5 Limitations of Liability 109 11.6 Right to Bring Action; No Contribution 112 11.7 Sole Remedy 112 11.8 Certain Other Matters 112 12.1 Notices 112 12.2 Severability 114 12.3 Entire Agreement; Assignment 114 12.4 Parties in Interest 115 12.5 Specific Performance 115 12.6 Release 115 12.7 Governing Law 116 12.8 Consent to Jurisdiction 116 12.9 Waiver of Jury Trial 117 12.10 Headings; Interpretation 117 12.11 Counterparts 117 12.12 Fees and Expenses 117 12.13 Amendment 118 12.14 Waiver 118 12.15 Privilege; Waiver of Conflicts 118 Schedule 8.8(a)(i) OCS Application Schedule 8.8(a)(ii) OCS Undertaking Schedule A Persons Executing Shareholder Support Agreements and Stockholders Voting Agreements Exhibit A Certain Defined Terms Exhibit B ISR Merger Proposal Exhibit C Letter of Transmittal Exhibit D Form of Shareholder Support Agreement Exhibit E Non-Israeli Resident Declaration Exhibit F Interim Funding Convertible Promissory Note Exhibit G HW Termination Note Exhibit H Form of Warrant Exhibit I Amended and Restated Articles of ISR Surviving Company Exhibit J Amended and Restated Certificate of Incorporation of US Surviving Corporation Exhibit K Form of Stockholders Voting Agreement Exhibit L Escrow Agreement This BUSINESS COMBINATION AGREEMENT (this “Agreement”) is made and entered into as of September 1, 2015 (the “Agreement Date”), by and among (i) HeartWare International, Inc., a Delaware corporation (“HW”), (ii) Valtech Cardio, Ltd., a private company incorporated under the laws of Israel (“Valor”), (iii) HW Global, Inc., a Delaware corporation and a direct wholly-owned subsidiary of HW (“Holdco”), (iv) HW Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Holdco (“US Merger Sub”), (v) Valor Merger Sub Ltd., a private company incorporated under the laws of Israel and a direct wholly-owned subsidiary of Holdco (“ISR Merger Sub”), and (vi) Valor Shareholder Representative, LLC, a Delaware limited liability company, acting solely its capacity as the “Shareholder Representative” referred to herein. Capitalized terms used herein without definition shall have th...
Conditions to the Consummation of the Transactions
