AGREEMENT AND PLAN OF MERGER BY AND AMONG ZIMMER HOLDINGS, INC., OWL MERGER SUB, INC. AND LVB ACQUISITION, INC. April 24, 2014Merger Agreement • April 30th, 2014 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This AGREEMENT AND PLAN OF MERGER is dated as of April 24, 2014, by and among Zimmer Holdings, Inc., a Delaware corporation (“Parent”), Owl Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and LVB Acquisition, Inc., a Delaware corporation (the “Company”).
STOCKHOLDERS AGREEMENT April 24, 2014Stockholders Agreement • April 30th, 2014 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”) is dated as of April 24, 2014, by and among (i) Zimmer Holdings, Inc., a Delaware corporation (the “Company”), (ii) LVB Acquisition Holding, LLC, a Delaware limited liability company (the “Principal Stockholder”), and each of the other Persons whose name appears on the signature pages hereto and any Person who becomes a party pursuant to Section 2.1(b)(i) or Section 2.1(b)(ii) hereof. For the avoidance of doubt, this Agreement shall not be binding upon, or otherwise affect the rights of, the Bank Members.
