Common Contracts

2 similar null contracts by Tornier N.V.

EX-4.5 3 d425555dex45.htm FORM OF LOCK-UP AND LEAK-OUT AGREEMENT October 4, 2012 Tornier N.V. Fred. Roeskestraat 123 The Netherlands Re: Lock-Up and Leak- Out Agreement Ladies and Gentlemen:
Delaware • May 5th, 2020

The undersigned party (referred to herein as the “Undersigned”) is delivering this lock-up and leak-out letter agreement (this “Agreement”) to you in connection with, and as a condition to, the closing under the Agreement and Plan of Merger, dated as of August 23, 2012 (the “Merger Agreement”), by and among Tornier N.V., a public company with limited liability (naamloze vennootschap) (the “Parent”), Oscar Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Parent (“Merger Sub”), and OrthoHelix Surgical Designs, Inc., a Delaware corporation (the “Company”), whereby the Merger Sub will merge with and into Company, with the Company continuing as the surviving entity and a wholly owned subsidiary of the Parent (the “Merger”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Merger Agreement.

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October 4, 2012 Tornier N.V. Fred. Roeskestraat 123 The Netherlands Re: Lock-Up and Leak-Out Agreement Ladies and Gentlemen:
Tornier N.V. • October 17th, 2012 • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

The undersigned party (referred to herein as the “Undersigned”) is delivering this lock-up and leak-out letter agreement (this “Agreement”) to you in connection with, and as a condition to, the closing under the Agreement and Plan of Merger, dated as of August 23, 2012 (the “Merger Agreement”), by and among Tornier N.V., a public company with limited liability (naamloze vennootschap) (the “Parent”), Oscar Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Parent (“Merger Sub”), and OrthoHelix Surgical Designs, Inc., a Delaware corporation (the “Company”), whereby the Merger Sub will merge with and into Company, with the Company continuing as the surviving entity and a wholly owned subsidiary of the Parent (the “Merger”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Merger Agreement.

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