Covidien Shareholders definition

Covidien Shareholders means the holders of Covidien Shares;
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Covidien Shareholders the holders of Covidien Shares;
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Examples of Covidien Shareholders in a sentence

  • The Covidien Shareholder Approval is the only vote of holders of securities of Covidien which is required to consummate the transactions contemplated hereby (other than, in the case of the Holdco Distributable Reserves Creation, the approval of the Covidien Distributable Reserves Resolution by the Covidien Shareholders).

  • The Transaction and the Merger will be taxable for U.S. federal income tax purposes to both the Covidien Shareholders and the Medtronic Shareholders, respectively.

  • Subject to the Scheme becoming effective, Covidien Shareholders will be able to share in the synergies resulting from the Acquisition by means of the New Medtronic Shares they will receive as part of the Consideration.

  • To become effective, the scheme of arrangement will require, among other things, the approval of a majority in number of Covidien shareholders, present and voting either in person or by proxy at an extraordinary general meeting of Covidien shareholders, representing seventy five per cent or more in value of Covidien shares held by such holders, as well as the approval by Covidien Shareholders of resolutions relating to the implementation of the Scheme.

  • The Covidien Board has received the opinion of Xxxxxxx, Xxxxx & Co., dated the date of this Agreement, to the effect that, as of such date and based upon and subject to the assumptions and limitations set forth in the opinion, the Scheme Consideration is fair to the Covidien Shareholders (other than Medtronic and its Affiliates) from a financial point of view.

  • Under the terms of the Transaction Agreement, which has been approved by the boards of directors of both Medtronic and Covidien, at closing Covidien Shareholders will receive US$35.19 in cash and 0.956 of a New Medtronic Share for each Covidien Share that they currently hold.

  • Upon the Scheme becoming effective, it will be binding on all Covidien Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the EGM.

  • At this meeting, Covidien’s Board unanimously determined that the Transaction Agreement and the transactions contemplated thereby, including the Scheme, were advisable for, fair to and in the best interests of Covidien and the Covidien Shareholders, and thereby approved the Acquisition and determined that the terms of the Scheme were fair and reasonable.

  • Accordingly, the Board of Covidien unanimously recommends to Covidien Shareholders to vote in favor of the Acquisition and the Scheme, as the directors of Covidien who are Covidien Shareholders intend to do in respect of their own beneficial holdings.

  • Based on the closing price for Medtronic common stock on 13 June 2014, the last trading day prior to the date of this announcement, Covidien Shareholders will receive cash and shares valued at $93.22 per share, representing a premium of 29% to the closing price of Covidien’s ordinary shares on 13 June 2014, the last trading day prior to the date of this announcement and a total transaction equity value of approximately $42.9 billion.

Related to Covidien Shareholders

  • Target Shareholders means the holders of Target Shares;

  • Company Shareholders means holders of Company Shares.

  • Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.

  • Scheme Shareholders means the registered holders of Scheme Shares at the relevant time.

  • Public Shareholders means the holders of Ordinary Shares included in the Units issued in the Public Offering; (v) “Public Shares” shall mean 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.

  • Existing Shareholders means the officers, directors and shareholders of the Company prior to the Offering; (c) “Initial Ordinary Shares” shall mean all of the Ordinary Shares owned by an Existing Shareholder prior to the Offering (and shall include any Ordinary Shares issued as dividends with respect to such shares); (d) “Public Shareholders” shall mean the holders of securities issued in the Offering; (e) “Trust Account” shall mean the trust account established for the benefit of the Public Shareholders into which a portion of the net proceeds of the Offering will be deposited; and (f) the “Extended Period” shall mean the additional 12-month period to approve a Business Combination as more specifically described in the Registration Statement.

  • Minority Shareholders means holders of Shares that were not tendered pursuant to the Offer or in the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period).

  • Company Stockholders means the holders of shares of Company Capital Stock.

  • Major Shareholders Means a person who has an interest or interests in one or more

  • Selling Shareholders has the meaning set forth in Section 5.6(a)(i).

  • Principal Shareholders means each of the following Shareholders: Xxxx Xxxxxxxxx and Xxxxx Xxxxxxxx.

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

  • Parent Stockholders means the stockholders of Parent.

  • Initial Shareholders means the Sponsor and any other person that holds Founder Shares; (v) “Private Placement Warrants” shall mean the Warrants to purchase an aggregate of 6,000,000 Ordinary Shares of the Company (or up to 6,600,000 Ordinary Shares of the Company depending on the extent to which the Underwriters’ over-allotment option is exercised pursuant to the Underwriting Agreement) that the Sponsor has agreed to purchase for an aggregate purchase price of $6,000,000 (or up to $6,600,000 depending on the extent to which the Underwriters’ over-allotment option is exercised pursuant to the Underwriting Agreement), or $1.00 per Warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (viii) “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, (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).

  • Company Shareholder means a holder of one or more Company Shares;

  • Locked-Up Shareholders means the Persons who are party to the Lock-Up Agreements.

  • Ordinary Shareholders means the holders of Ordinary Shares;

  • Independent Shareholders means holders of Voting Shares, other than: (i) any Acquiring Person; (ii) any Offeror (other than any Person who, by virtue of Subsection 1.1(f)(v), is not deemed to Beneficially Own the Voting Shares held by such Person); (iii) any Affiliate or Associate of any Acquiring Person or Offeror; (iv) any Person acting jointly or in concert with any Acquiring Person or Offeror; and (v) any employee benefit plan, deferred profit sharing plan, stock participation plan and any other similar plan or trust for the benefit of employees of the Company or a Subsidiary unless the beneficiaries of the plan or trust direct the manner in which the Voting Shares are to be voted or withheld from voting or direct whether the Voting Shares are to be tendered to a Take-over Bid;

  • Overseas Shareholders holders of Scheme Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;

  • Common Stockholders means holders of shares of Common Stock.

  • Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Preferred Shareholders means the holders of the Preferred Shares of the Company.

  • Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.

  • Scheme Shareholder means a person who is registered in the Register as the holder of one or more Scheme Shares as at the Record Date.

  • Majority Shareholders means Xxxx Xxxxx and Xxxxxxxx Xxxxxxx.