Common use of Offer Price Clause in Contracts

Offer Price. (a) The offer price per Amazys Share to be offered by X-Rite in the Public Tender Offer (the “Offer Price”) shall be (i) CHF 77 in cash, plus (ii) 2.11 fully paid X-Rite Shares, issued pursuant to a registration statement on Form S-4 effective under the US Securities Act of 1933 and listed on NASDAQ and the SWX Swiss Exchange (secondary listing), to be delivered at the Settlement Date free and clear from any encumbrance (the “Consideration Shares”). (b) No fractional X-Rite Shares shall be issued. All fractional shares that a holder of any Amazys Shares who accepts the Public Tender Offer would otherwise be entitled to receive as a result of the Public Tender Offer shall be aggregated. If a fractional X-Rite Share results from the aggregation, the holder shall be entitled to receive, in lieu thereof, a cash amount, without interest, determined by (i) multiplying the closing price per X-Rite Share as reported on the NASDAQ on the second Trading Day preceding the Settlement Date by the fraction of a X-Rite Share to which the holder would otherwise have been entitled, and (ii) translating such US Dollars amount into Swiss Francs at the USD/CHF Federal Reserve Bank of New York noon buying rate on the second Trading Day preceding the Settlement Date. X-Rite shall make such payments to the holders of fractional share interests on the Settlement Date. (c) The Offer Price shall be fully adjusted for any dilutive effects in relation to the Amazys Shares or the X-Rite Shares, as the case may be, including any dividend payments, sale or issuance of shares or capital increases below the Offer Price (in the case of Amazys Shares) or the market value (in the case of the X-Rite Shares) or any issuance of options, warrants, convertible securities or other rights of any kind to acquire shares, except that: (i) the sale, transfer or issuance by Amazys or its Subsidiaries of Amazys Shares under any stock options which are outstanding on the Signing Date pursuant to any Amazys employee share, option or similar scheme or arrangement in existence on the Signing Date in accordance with their terms shall not result in any adjustment; (ii) the sale, transfer or issuance by X-Rite or its Subsidiaries of employee options or X-Rite Shares under any X-Rite employee share, option or similar scheme or arrangement in existence on the Signing Date in accordance with their terms and in the normal course consistent with past practice shall not result in any adjustment; and (iii) the ordinary quarterly dividend of X-Rite not exceeding USD 0.025 per share in the normal course consistent with past practice shall not result in any adjustment. (d) The Offer Price shall be net of any stamp taxes and bank charges levied on the transfer of Amazys Shares to X-Rite or the issuance or transfer of Consideration Shares to the tendering Amazys shareholders under the Public Tender Offer, and X-Rite shall undertake in the Offer Prospectus to bear such taxes and charges.

Offer Price. (a) The offer price per Amazys for each InCentive Share to shall be offered by X-Rite in a + b where: ----- c a = the Public Tender Offer total amount of ▇▇▇▇▇ & Nephew shares (the “"▇▇▇▇▇ & Nephew Shares") and amount of cash that would be payable under the Centerpulse Offer Price”for the Centerpulse Shares held by InCentive (the "Centerpulse Holding"); b = the adjusted net asset value (positive or negative) shall be of InCentive (the "Adjusted NAV") calculated as at the last day of the InCentive Offer period but excluding the Centerpulse Holding and attributing no value to any InCentive Shares held by InCentive or its subsidiaries (the "Treasury Shares"), as confirmed by InCentive's auditors; c = the total number of InCentive Shares in issue on the last day of the InCentive Offer period less the number of Treasury Shares on that date. The consideration for each InCentive Share will consist of (i) CHF 77 in cash, an element of ▇▇▇▇▇ & Nephew Shares and cash which will mirror InCentive's Centerpulse Holding; plus or minus (ii) 2.11 fully paid X-Rite Sharesthe cash attributable to Adjusted NAV of InCentive excluding the Centerpulse Holding. If the Adjusted NAV is negative, issued pursuant then the cash element attributable to the Centerpulse Holding shall be reduced, pro tanto, and if after such reduction there is still a registration statement on Form S-4 effective under negative balance, the US Securities Act number of 1933 and listed on NASDAQ and the SWX Swiss Exchange (secondary listing), ▇▇▇▇▇ & Nephew Shares to be delivered at the Settlement Date free and clear from any encumbrance (the “Consideration Shares”). (b) No fractional X-Rite Shares issued shall be issuedreduced by a corresponding amount. All fractional shares that a holder of any Amazys Shares who accepts the Public Tender Offer would otherwise The offer price will be entitled to receive as a result of the Public Tender Offer shall be aggregated. If a fractional X-Rite Share results from the aggregation, the holder shall be entitled to receive, in lieu thereof, a cash amount, without interest, determined by (i) multiplying the closing price per X-Rite Share as reported on the NASDAQ on the second Trading Day preceding the Settlement Date by the fraction of a X-Rite Share to which the holder would otherwise have been entitled, and (ii) translating such US Dollars amount into Swiss Francs at the USD/CHF Federal Reserve Bank of New York noon buying rate on the second Trading Day preceding the Settlement Date. X-Rite shall make such payments to the holders of fractional share interests on the Settlement Date. (c) The Offer Price shall be fully adjusted for any dilutive effects in relation respect of the InCentive Shares (to the Amazys Shares extent they have not been reflected in the Adjusted NAV) or the X-Rite Shares, as ▇▇▇▇▇ & Nephew Shares (save for shares issued for management options issued under the case may be▇▇▇▇▇ & Nephew employee share schemes and disclosed in the ▇▇▇▇▇ & Nephew financial statements for the financial year 2002), including any dividend paymentspayments (save for dividends already declared by ▇▇▇▇▇ & Nephew or an interim dividend hereafter declared by ▇▇▇▇▇ & Nephew in the normal course consistent with past practice), sale or issuance of shares or capital increases below market value, or the Offer Price issuance of options (save for management options issued under the ▇▇▇▇▇ & Nephew employee share schemes in the case of Amazys Shares) or the market value (in the case of the X-Rite Shares) or any issuance of optionsnormal course consistent with past practice), warrants, convertible securities or and other rights of any kind to acquire shares, except that: (i) InCentive Shares or ▇▇▇▇▇ & Nephew Shares as the sale, transfer or issuance by Amazys or its Subsidiaries of Amazys case may be. The consideration payable for the Centerpulse Shares under any stock options which are outstanding on the Signing Date pursuant to any Amazys employee share, option or similar scheme or arrangement in existence on the Signing Date in accordance Centerpulse Offer pre-announced today by ▇▇▇▇▇ & Nephew comprises for each Centerpulse registered share with their terms shall not result in any adjustment; (ii) the sale, transfer or issuance by X-Rite or its Subsidiaries a nominal value of employee options or X-Rite Shares under any X-Rite employee share, option or similar scheme or arrangement in existence on the Signing Date in accordance with their terms and in the normal course consistent with past practice shall not result in any adjustment; and (iii) the ordinary quarterly dividend of X-Rite not exceeding USD 0.025 per share in the normal course consistent with past practice shall not result in any adjustment. (d) The Offer Price shall be net of any stamp taxes and bank charges levied on the transfer of Amazys Shares to X-Rite or the issuance or transfer of Consideration Shares to the tendering Amazys shareholders under the Public Tender Offer, and X-Rite shall undertake in the Offer Prospectus to bear such taxes and charges.CHF 30:

Offer Price. (a) The offer price per Amazys Share to consideration will be offered by X-Rite paid in Offeror Shares and cash on the Public Tender Offer (the “Offer Price”) shall be basis of (i) CHF 77 in cash, plus (ii) 2.11 fully paid X-Rite Shares, issued pursuant to a registration statement on Form S-4 effective under the US Securities Act of 1933 and listed on NASDAQ and the SWX Swiss Exchange (secondary listing), to be delivered at the Settlement Date free and clear from any encumbrance an exchange ratio (the “Consideration Shares”). (b"Exchange Ratio") No fractional X-Rite of 25.15 Offeror Shares shall and CHF 73.42 in cash for each Company Share. The Exchange Ratio will be issued. All fractional shares that a holder of any Amazys Shares who accepts the Public Tender Offer would otherwise be entitled adjusted to receive as a result of the Public Tender Offer shall be aggregated. If a fractional X-Rite Share results from the aggregation, the holder shall be entitled to receive, in lieu thereof, a cash amount, without interest, determined by (i) multiplying the closing price per X-Rite Share as reported on the NASDAQ on the second Trading Day preceding the Settlement Date by the fraction of a X-Rite Share to which the holder would otherwise have been entitled, and (ii) translating such US Dollars amount into Swiss Francs at the USD/CHF Federal Reserve Bank of New York noon buying rate on the second Trading Day preceding the Settlement Date. X-Rite shall make such payments to the holders of fractional share interests on the Settlement Date. (c) The Offer Price shall be fully adjusted compensate for any dilutive effects in relation to respect of the Amazys Company Shares or ordinary shares in ▇▇▇▇▇ & Nephew (the X-Rite "▇▇▇▇▇ & Nephew Shares") (save for shares issued for management options issued under the Company or ▇▇▇▇▇ & Nephew employee share schemes and disclosed in the Company's or ▇▇▇▇▇ & Nephew's financial statements for the financial year 2002) including dividend payments (save for dividends already declared by ▇▇▇▇▇ & Nephew or an interim dividend thereafter declared by ▇▇▇▇▇ & Nephew in the normal course consistent with past practice), as the case may be, including any dividend payments, sale or issuance of shares or capital increases below market value, or the Offer Price issuance of options (save for management options issued under ▇▇▇▇▇ & Nephew employee share schemes in the case of Amazys Shares) or the market value (in the case of the X-Rite Shares) or any issuance of optionsnormal course consistent with past practice), warrants, convertible securities or and other rights of any kind to acquire sharesCompany Shares or ▇▇▇▇▇ & Nephew Shares, except that: or any other transaction (iincluding in connection with a scheme of arrangement) having a dilutive effect on the salevalue of the Offers unless provided otherwise herein. If between the date of this Agreement and the Completion Date, transfer the outstanding ▇▇▇▇▇ & Nephew Shares shall have been changed into a different number of shares or issuance a different class, by Amazys reason of the occurrence or its Subsidiaries record date of Amazys Shares under any stock options which are outstanding on the Signing Date pursuant to any Amazys employee sharedividend, option subdivision, reclassification, recapitalisation, split, combination, exchange of shares or similar scheme or arrangement in existence on transaction, the Signing Date in accordance with their terms Exchange Ratio shall not result in any adjustment; (ii) the salebe appropriately adjusted to reflect such stock dividend, transfer or issuance by X-Rite or its Subsidiaries subdivision, reclassification, recapitalisation, split, combination, exchange of employee options or X-Rite Shares under any X-Rite employee share, option shares or similar scheme or arrangement in existence on transaction made until the Signing Date in accordance with their terms Completion Date. Fractions of Offeror Shares will not be issued and in entitlements to Offeror Shares will be rounded down to the normal course consistent with past practice shall not result in any adjustment; and (iii) nearest whole Offeror Share and the ordinary quarterly dividend cash element of X-Rite not exceeding USD 0.025 per share in the normal course consistent with past practice shall not result in any adjustmentconsideration will be adjusted. b) In respect of the cash consideration, a `mix and match' facility will be made available. Accepting Company Shareholders under the Offer and accepting shareholders of the Shareholder under the Parallel Public Offer (dtogether the "Accepting Shareholders") may elect to take fewer Offeror Shares or more Offeror Shares than their basic entitlement under the relevant Offer, but elections under both Offers (taken together) to take more Offeror Shares (together the "Excess Shares") will only be satisfied to the extent that elections have been made under the Offer Combination Agreement -7- -------------------------------------------------------------------------------- and the Parallel Public Offer (taken together) by Accepting Shareholders to take fewer Offeror Shares (together referred to as "Available Shares"). The Offer Price Available Shares will be allocated to the applicants for Excess Shares in proportion to the number of Excess Shares applied for. If the total number of Available Shares exceeds the total number of Excess Shares applied for, the Available Shares shall be net of any stamp taxes and bank charges levied on the transfer of Amazys Shares limited to X-Rite or the issuance or transfer of Consideration Shares an amount equal to the tendering Amazys shareholders under Excess Shares. Once the Public Tender Offershare allocations have been determined, the cash element of the consideration will be reduced or increased (as the case may be) for each Accepting Shareholder who has been allocated an increased or reduced number of Offeror Shares. All calculations shall be made by reference to the number of acceptances and X-Rite shall undertake in elections as of the Offer Prospectus to bear such taxes and chargeslast day of the additional acceptance period.

Offer Price. (a) The offer price per Amazys Share to consideration will be offered by X-Rite paid in Offeror Shares and cash on the Public Tender Offer (the “Offer Price”) shall be basis of (i) CHF 77 in cash, plus (ii) 2.11 fully paid X-Rite Shares, issued pursuant to a registration statement on Form S-4 effective under the US Securities Act of 1933 and listed on NASDAQ and the SWX Swiss Exchange (secondary listing), to be delivered at the Settlement Date free and clear from any encumbrance an exchange ratio (the “Consideration Shares”). (b"Exchange Ratio") No fractional X-Rite of 25.15 Offeror Shares shall and CHF 73.42 in cash for each Company Share. The Exchange Ratio will be issued. All fractional shares that a holder of any Amazys Shares who accepts the Public Tender Offer would otherwise be entitled adjusted to receive as a result of the Public Tender Offer shall be aggregated. If a fractional X-Rite Share results from the aggregation, the holder shall be entitled to receive, in lieu thereof, a cash amount, without interest, determined by (i) multiplying the closing price per X-Rite Share as reported on the NASDAQ on the second Trading Day preceding the Settlement Date by the fraction of a X-Rite Share to which the holder would otherwise have been entitled, and (ii) translating such US Dollars amount into Swiss Francs at the USD/CHF Federal Reserve Bank of New York noon buying rate on the second Trading Day preceding the Settlement Date. X-Rite shall make such payments to the holders of fractional share interests on the Settlement Date. (c) The Offer Price shall be fully adjusted compensate for any dilutive effects in relation to respect of the Amazys Company Shares or ordinary shares in ▇▇▇▇▇ & Nephew (the X-Rite "▇▇▇▇▇ & Nephew Shares") (save for shares issued for management options issued under the Company or ▇▇▇▇▇ & Nephew employee share schemes and disclosed in the Company's or ▇▇▇▇▇ & Nephew's financial statements for the financial year 2002) including dividend payments (save for dividends already declared by ▇▇▇▇▇ & Nephew or an interim dividend thereafter declared by ▇▇▇▇▇ & Nephew in the normal course consistent with past practice), as the case may be, including any dividend payments, sale or issuance of shares or capital increases below market value, or the Offer Price issuance of options (save for management options issued under ▇▇▇▇▇ & Nephew employee share schemes in the case of Amazys Shares) or the market value (in the case of the X-Rite Shares) or any issuance of optionsnormal course consistent with past practice), warrants, convertible securities or and other rights of any kind to acquire sharesCompany Shares or ▇▇▇▇▇ & Nephew Shares, except that: or any other transaction (iincluding in connection with a scheme of arrangement) having a dilutive effect on the salevalue of the Offers unless provided otherwise herein. If between the date of this Agreement and the Completion Date, transfer the outstanding ▇▇▇▇▇ & Nephew Shares shall have been changed into a different number of shares or issuance a different class, by Amazys reason of the occurrence or its Subsidiaries record date of Amazys Shares under any stock options which are outstanding on the Signing Date pursuant to any Amazys employee sharedividend, option subdivision, reclassification, recapitalisation, split, combination, exchange of shares or similar scheme or arrangement in existence on transaction, the Signing Date in accordance with their terms Exchange Ratio shall not result in any adjustment; (ii) the salebe appropriately adjusted to reflect such stock dividend, transfer or issuance by X-Rite or its Subsidiaries subdivision, reclassification, recapitalisation, split, combination, exchange of employee options or X-Rite Shares under any X-Rite employee share, option shares or similar scheme or arrangement in existence on transaction made until the Signing Date in accordance with their terms Completion Date. Fractions of Offeror Shares will not be issued and in entitlements to Offeror Shares will be rounded down to the normal course consistent with past practice shall not result in any adjustment; and (iii) nearest whole Offeror Share and the ordinary quarterly dividend cash element of X-Rite not exceeding USD 0.025 per share in the normal course consistent with past practice shall not result in any adjustmentconsideration will be adjusted. b) In respect of the cash consideration, a 'mix and match' facility will be made available. Accepting Company Shareholders under the Offer and accepting shareholders of the Shareholder under the Parallel Public Offer (dtogether the "Accepting Shareholders") may elect to take fewer Offeror Shares or more Offeror Shares than their basic entitlement under the relevant Offer, but elections under both Offers (taken together) to take more Offeror Shares (together the "Excess Shares") will only be satisfied to the extent that elections have been made under the Offer and the Parallel Public Offer (taken together) by Accepting Shareholders to take fewer Offeror Shares (together referred to as "Available Shares"). The Offer Price Available Shares will be allocated to the applicants for Excess Shares in proportion to the number of Excess Shares applied for. If the total number of Available Shares exceeds the total number of Excess Shares applied for, the Available Shares shall be net of any stamp taxes and bank charges levied on the transfer of Amazys Shares limited to X-Rite or the issuance or transfer of Consideration Shares an amount equal to the tendering Amazys shareholders under Excess Shares. Once the Public Tender Offershare allocations have been determined, the cash element of the consideration will be reduced or increased (as the case may be) for each Accepting Shareholder who has been allocated an increased or reduced number of Offeror Shares. All calculations shall be made by reference to the number of acceptances and X-Rite shall undertake in elections as of the Offer Prospectus to bear such taxes and chargeslast day of the additional acceptance period.

Offer Price. (a) The offer price per Amazys for each Actelion Share to be offered by X-Rite is USD 280 net in the Public Tender Offer cash (the “Offer Price”) shall ). The Offer Price will be paid regardless of this distribution of shares of R&D NewCo as described above (i) CHF 77 in cash, plus (ii) 2.11 fully paid X-Rite Shares, issued pursuant to a registration statement on Form S-4 effective under "Background of the US Securities Act of 1933 and listed on NASDAQ and the SWX Swiss Exchange (secondary listingOffer"), to and will not be delivered at the Settlement Date free and clear from any encumbrance (the “Consideration Shares”). (b) No fractional X-Rite Shares shall be issued. All fractional shares that a holder of any Amazys Shares who accepts the Public Tender Offer would otherwise be entitled to receive reduced as a result thereof. Other than as set forth in the preceding paragraph, the Offer Price will be reduced by the gross amount of any dilutive effects caused by the Company or any of its Subsidiaries in respect of the Public Tender Actelion Shares prior to the Settlement, including dividend payments and other distributions of any kind, stock splits or reverse stock splits, demergers and spin-offs, capital increases and the sale of treasury shares at an issuance or sales price per Actelion Share below the Offer shall Price, the purchase of Actelion Shares at a purchase price above the Offer Price, the issuance of options or other rights for the acquisition of Actelion Shares and repayments of capital in any form; provided, however, that the Offer Price will not be aggregated. If a fractional X-Rite Share results reduced by the dividend to be declared and paid by the Company to effect the Demerger Transactions or in connection with issuances of Actelion Shares arising from the aggregationexercise or settlement of Company awards outstanding as of January 25, 2017 or issued in compliance with the holder shall be entitled to receiveTransaction Agreement, in lieu thereof, a cash amount, without interest, determined by (i) multiplying each case under the closing price per X-Rite Share as reported on the NASDAQ on the second Trading Day preceding the Settlement Date by the fraction of a X-Rite Share to which the holder would otherwise have been entitled, and (ii) translating such US Dollars amount into Swiss Francs at the USD/CHF Federal Reserve Bank of New York noon buying rate on the second Trading Day preceding the Settlement DateCompany’s existing equity plans. X-Rite shall make such payments to the holders of fractional share interests on the Settlement Date. (c) The Offer Price shall be fully adjusted for any dilutive effects in relation implies a premium of 46% (at current exchange rates) to the Amazys volume-weighted average price of all on-exchange transactions in Actelion Shares or executed on the XSIX during the sixty (60) SIX trading days (each a Trading Day) prior to the publication of this pre-Rite Sharesannouncement (the Pre-Announcement), as which amounts to CHF 191.20, a Annex 2.2(a) to the case may beTransaction Agreement among Cilag Holding AG, including any dividend payments▇▇▇▇▇▇▇ Holding GmbH, sale or issuance Actelion Ltd and ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ (solely for purposes of shares or capital increases below Article 12.1(a)) premium of 23% (at current exchange rates) to the Offer Price (in the case of Amazys Shares) or the market value (in the case on-exchange closing price of the X-Rite Shares) or any issuance of options, warrants, convertible securities or other rights of any kind to acquire shares, except that: (i) the sale, transfer or issuance by Amazys or its Subsidiaries of Amazys Actelion Shares under any stock options which are outstanding on the Signing Date pursuant SIX on January 25, 2017, the Trading Day immediately prior to any Amazys employee sharethe publication of this Pre-Announcement, option or similar scheme or arrangement in existence of CHF 227.40, and a premium of 90% (at current exchange rates) to the on-exchange closing price of the Actelion Shares on the Signing Date in accordance with their terms shall not result in any adjustment; (ii) SIX on November 15, 2016, the sale, transfer or issuance by X-Rite or its Subsidiaries Trading Day immediately prior to media reports regarding a potential acquisition of employee options or X-Rite Shares under any X-Rite employee share, option or similar scheme or arrangement in existence on the Signing Date in accordance with their terms and in the normal course consistent with past practice shall not result in any adjustment; and (iii) the ordinary quarterly dividend of X-Rite not exceeding USD 0.025 per share in the normal course consistent with past practice shall not result in any adjustmentCompany. (d) The Offer Price shall be net of any stamp taxes and bank charges levied on the transfer of Amazys Shares to X-Rite or the issuance or transfer of Consideration Shares to the tendering Amazys shareholders under the Public Tender Offer, and X-Rite shall undertake in the Offer Prospectus to bear such taxes and charges.

Offer Price. (a) The offer price per Amazys for each InCentive Share to shall be offered by X-Rite in a+b where: c a = the Public Tender Offer total amount of ▇▇▇▇▇ & Nephew shares (the “"▇▇▇▇▇ & Nephew Shares") and the amount of cash that would be payable under the Centerpulse Offer Price”for the Centerpulse Shares held by InCentive (the "Centerpulse Holding"); b = the adjusted net asset value (positive or negative) shall be of InCentive (the "Adjusted NAV") calculated as at the last day of the InCentive Offer period but excluding the Centerpulse Holding and attributing no value to any InCentive Shares held by InCentive or its subsidiaries (the "Treasury Shares"), as confirmed by InCentive's auditors; c = the total number of InCentive Shares in issue on the last day of the InCentive Offer period less the number of Treasury Shares on that date. The consideration for each InCentive Share will consist of (i) CHF 77 in cash, an element of ▇▇▇▇▇ & Nephew Shares and cash which will mirror InCentive's Centerpulse Holding; plus or minus (ii) 2.11 fully paid X-Rite Sharesthe cash attributable to Adjusted NAV of InCentive excluding the Centerpulse Holding. If the Adjusted NAV is negative, issued pursuant then the cash element attributable to the Centerpulse Holding shall be reduced, pro tanto, and if after such reduction there is still a registration statement on Form S-4 effective under negative balance, the US Securities Act number of 1933 and listed on NASDAQ and the SWX Swiss Exchange (secondary listing), ▇▇▇▇▇ & Nephew Shares to be delivered at the Settlement Date free and clear from any encumbrance (the “Consideration Shares”). (b) No fractional X-Rite Shares issued shall be issuedreduced by a corresponding amount. All fractional shares that a holder of any Amazys Shares who accepts the Public Tender Offer would otherwise The offer price will be entitled to receive as a result of the Public Tender Offer shall be aggregated. If a fractional X-Rite Share results from the aggregation, the holder shall be entitled to receive, in lieu thereof, a cash amount, without interest, determined by (i) multiplying the closing price per X-Rite Share as reported on the NASDAQ on the second Trading Day preceding the Settlement Date by the fraction of a X-Rite Share to which the holder would otherwise have been entitled, and (ii) translating such US Dollars amount into Swiss Francs at the USD/CHF Federal Reserve Bank of New York noon buying rate on the second Trading Day preceding the Settlement Date. X-Rite shall make such payments to the holders of fractional share interests on the Settlement Date. (c) The Offer Price shall be fully adjusted for any dilutive effects in relation respect of the InCentive Shares (to the Amazys Shares extent they have not been reflected in the Adjusted NAV) or the X-Rite Shares, as ▇▇▇▇▇ & Nephew Shares (save for shares issued for management options issued under the case may be▇▇▇▇▇ & Nephew employee share schemes and disclosed in the ▇▇▇▇▇ & Nephew financial statements for the financial year 2002), including any dividend paymentspayments (save for dividends already declared by ▇▇▇▇▇ & Nephew or an interim dividend hereafter declared by ▇▇▇▇▇ & Nephew in the normal course consistent with past practice), sale or issuance of shares or capital increases below market value, or the Offer Price issuance of options (save for management options issued under the ▇▇▇▇▇ & Nephew employee share schemes in the case of Amazys Shares) or the market value (in the case of the X-Rite Shares) or any issuance of optionsnormal course consistent with past practice), warrants, convertible securities or and other rights of any kind to acquire shares, except that: (i) InCentive Shares or ▇▇▇▇▇ & Nephew Shares as the sale, transfer or issuance by Amazys or its Subsidiaries of Amazys case may be. The consideration payable for the Centerpulse Shares under any stock options which are outstanding on the Signing Date pursuant to any Amazys employee share, option or similar scheme or arrangement in existence on the Signing Date in accordance Centerpulse Offer pre-announced today by ▇▇▇▇▇ & Nephew comprises for each Centerpulse registered share with their terms shall not result in any adjustment; (ii) the sale, transfer or issuance by X-Rite or its Subsidiaries a nominal value of employee options or X-Rite Shares under any X-Rite employee share, option or similar scheme or arrangement in existence on the Signing Date in accordance with their terms and in the normal course consistent with past practice shall not result in any adjustment; and (iii) the ordinary quarterly dividend of X-Rite not exceeding USD 0.025 per share in the normal course consistent with past practice shall not result in any adjustment. (d) The Offer Price shall be net of any stamp taxes and bank charges levied on the transfer of Amazys Shares to X-Rite or the issuance or transfer of Consideration Shares to the tendering Amazys shareholders under the Public Tender Offer, and X-Rite shall undertake in the Offer Prospectus to bear such taxes and charges.CHF 30: