Centerpulse Shares definition

Centerpulse Shares shall have the meaning set forth in Recital (B).

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

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.

Examples of Centerpulse Shares in a sentence

• 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.

• 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.

• Pursuant to the InCentive Offer, the Company has offered to purchase each outstanding InCentive Share for Swiss Francs (the "InCentive Cash Consideration") and newly issued shares of Company Stock, the exact amount of which will be based on a formula and will be based upon, among other things, the number of Centerpulse Shares held by InCentive and the net value of other assets remaining at InCentive on the last day of the InCentive Offer.

• Following the Initial Funding Date, use its best efforts to complete the acquisition, directly or indirectly, of all the issued and outstanding Centerpulse Shares as promptly as practicable.

• For the avoidance of doubt, the value of Centerpulse Shares is excluded from the definition of the Adjusted NAV and is accordingly not included in the calculation of the Adjusted NAV.

• 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.

More Definitions of Centerpulse Shares

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.