Centerpulse Shares definition

Centerpulse Shares shall have the meaning set forth in Recital (B).
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Centerpulse Shares means all the issued shares in the capital of Centerpulse (including any shares of Centerpulse issued or to be issued while the Centerpulse Offer remains open for acceptance. Centerpulse Unconditional Date means the date on which the Centerpulse Offer is declared by Bidco unconditional in all respects.
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Centerpulse Shares means the registered shares, nominal value CHF 30 per share, of Centerpulse. "Change in Control" shall be deemed to have occurred if (a) any Person or group of Persons (other than (i) the Company, (ii) any Subsidiary or (iii) any employee or director benefit plan or stock plan of the Company or a Subsidiary or any trustee or fiduciary with respect to any such plan when acting in that capacity or any trust related to any such plan) shall have acquired beneficial ownership of shares representing more than 20% of the combined voting power represented by the outstanding Voting Shares of the Company (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder) or (b) during any period of 12 consecutive months, commencing before or after the date of this Agreement, individuals who on the first day of such period were directors of the Company (together with any replacement or additional directors who were nominated or elected by a majority of directors then in office) cease to constitute a majority of the Board of Directors of the Company.
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Examples of Centerpulse Shares in a sentence

  • InCentive Shareholders will, therefore, not receive a premium for the Centerpulse Shares held by InCentive in relation to the other Centerpulse Shareholders.

  • As of 16 April 2003 Mr Rene Braginsky held 6,203 and Mr Hans Kaiser held 36,284 Centerpulse Shares.

  • InCentive's portfolio is currently being rationalised so as to comprise Centerpulse Shares and cash on the Settlement Date, and the terms of the InCentive Offer are such that in respect of its holding in Centerpulse they will reflect the terms of Smith & Nephew Group's offer for Centerpulse itself.

  • InCentive shall sell and transfer, effective prior to the expiry of the Offer Period, all its assets (including the shares of all its subsidiaries) other than (i) all Centerpulse Shares held by it on the Signing Date and acquired by it through the exercise or termination of the options according to Section 3.7 and (ii) cash.

  • Shareholders whose Shares are held in a Safekeeping Account Shareholders whose Centerpulse Shares are held in a safekeeping account will be informed of the Centerpulse Offer by the custodian bank and are asked to proceed according to its instructions.

  • Each Party shall bear all cost, expenses and taxes incurred by it in connection with the transactions contemplated by this Agreement, provided that (a) Zimmer shall bear and pay the Swiss securities transfer tax (Umsatzabgabe) and any transfer cost and expenses resulting from the transfer of InCentive Shares and Centerpulse Shares to Zimmer and Zimmer Shares to the Shareholders, and (b) the transaction cost and expenses incurred by InCentive shall be subtracted in calculating the Adjusted NAV.

  • As of 16 April 2003 Smith & Nephew Group, Smith & Nephew and the Current Shareholders did not own any Centerpulse Shares or options pertaining a right to said shares.

  • Withdrawal Rights Centerpulse Shares tendered for exchange may be withdrawn at any time prior to the expiration of the Centerpulse Offer period.

  • The Current Shareholders have not purchased or sold any Centerpulse Shares or options representing a right to said shares since 18 March 2003 (the date on which they became shareholder of Smith & Nephew Group).

  • As of 19 March 2003 Zurich Financial Services and its group companies held as direct or indirect economical beneficiaries, as representative of several economic beneficiaries independent of each other and as manager of investment funds an aggregate amount of 200,953 Centerpulse Shares.


More Definitions of Centerpulse Shares

Centerpulse Shares means the registered shares, nominal value CHF 30 per share, of Centerpulse.
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Related to Centerpulse Shares

  • Management Shares means a management share in the capital of the ICAV which shall have the right to receive an amount not to exceed the consideration period for such Management Share.

  • Coop Shares Shares issued by a Cooperative Corporation.

  • PIPE Shares shall have the meaning given in the Recitals hereto.

  • Co-op Shares Shares issued by private non-profit housing corporations.

  • Purchased Shares has the meaning set forth in Section 2.01.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • VMTP Shares has the meaning set forth in the preamble to this Agreement.

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Investor Shares shall have the meaning given in the Recitals hereto.

  • Acquired Shares has the meaning set forth in the Recitals.

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.

  • Unit Shares means the Common Shares comprising part of the Units;

  • Management Shareholders means Xxxxxx X. Xxxx, Xxxx X. Xxxxxxx, and Xxxxxx X. Xxxxxxxxx.

  • Purchased Units means with respect to each Purchaser, the number of Common Units as set forth opposite such Purchaser’s name on Schedule A hereto.

  • Purchase Shares has the meaning set forth in Section 2.2(a) hereof.

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Public Shares means the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Membership Card means a card issued by the Club to indicate membership of a Membership Scheme.

  • Company Shares means the common shares in the capital of the Company;

  • Exchange Shares has the meaning set forth in Section 2.01(b).

  • Membership Units means the limited liability company interests in the Company held by the Members, expressed as a number of units held by each Member and set forth opposite such Member's name on Schedule I attached hereto, as amended, modified or supplemented from time to time.

  • Purchased Stock means a right to purchase Common Stock granted pursuant to Article IV of the Plan.

  • Transferred Shares means all or any portion of a Member’s Shares that the Member seeks to Transfer.

  • Private Placement Shares shall have the meaning given in the Recitals hereto.

  • Full Entitlement Share(s) shall have the respective meanings set forth in Section 2.12.