STAMP DUTY WARNING: The taking of this document or any certified copy thereof into Austria as well as the issuance of any other document in Austria which refers to this document, including e-mail correspondence to an Austrian addressee, may cause the...Share Purchase and Transfer Agreement • June 16th, 2014 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus
Preamble 6 1. Definitions 7 2. Corporate Structure 7 2.1 Target Companies 7 2.2 Shares 8 2.3 General partner’s interest of TMK in TM 8 2.4 Subsidiaries of TM 8 2.5 Med Group; Participation Companies 9 2.6 Business 9 2.7 Intra-Group Financing Agreements, TRUMPF Group Securities 10 3. Sale and Transfer 10 3.1 Shares 10 3.2 Closing Intra-Group Payables 13 4. Total Purchase Price, payments 14 4.1 Share Purchase Price 14 4.2 Closing Intra-Group Payables Purchase Price 14 4.3 Estimations 15 4.4 Payment of the Preliminary Total Purchase Price 15 4.5 Final determination of the Total Purchase Price 15 4.6 General rules for payments 17 5. Closing Accounts 19 5.1 Form and Content 19 5.2 Accounting Policies 19 5.3 Preparation 20 5.4 Dispute Resolution 21 5.5 Co-operation 22 5.6 Finalisation 22 6. Fulfilment of the Closing Conditions 22 6.1 Closing Conditions 22 6.2 Waiver of Closing Conditions 23 6.3 Obligation to fulfil the Closing Conditions 23 7. Period prior to Closing 24 7.1 Activities of the
