Subscription and Underwriting Agreement dated as of September 27, 2002 by and betweenSubscription and Underwriting Agreement • April 25th, 2003 • Centerpulse LTD • Surgical & medical instruments & apparatus
WHEREAS, the Company proposes to conduct a capital increase with a rights offering to its existing shareholders (Kapitalerhöhung mit Bezugsangebot an die bisherigen Aktionäre) (the “Offering”) pursuant to which the holders (the “Existing Shareholders”) of existing shares of the Company (the “Old Shares”), subject to applicable securities laws, have the right to subscribe pro rata (the “Preemptive Rights”) for 1’822’408 newly issued shares with a nominal value of CHF 30 each (the “Offered Shares” and, together with the Old Shares, the “Shares”) to be offered by the Company.
Separation AgreementCenterpulse LTD • April 25th, 2003 • Surgical & medical instruments & apparatus
On 4 July 1997 SUAG and MEAG executed a master agreement (the "Master Agreement"), attached to the Separation Agreement as Appendix A, which covers the main issues concerning the relationship between SUAG and MEAG in connection with the reorganization of MEAG undertaken at that time.
AMENDMENT NO. 4 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 25th, 2003 • Centerpulse LTD • Surgical & medical instruments & apparatus
AMENDMENT NO. 4 TO ASSET PURCHASE AGREEMENT (the "Fourth Amendment"), dated as of November 26, 2001, among CORE-VENT CORPORATION, d/b/a Paragon Implant Company, a Nevada corporation ("Paragon"), CORE-VENT BIOENGINEERING, INC., a California corporation ("C-V BioEngineering"), CORE-VENT PARAGON BIO, a California corporation ("C-V Paragon"), PARAGON ADMINISTRATION, INC., a California corporation ("Paragon Administration"), CORE-VENT GmbH, a corporation organized under the laws of the Federal Republic of Germany ("C-V GmbH"), CORE-VENT ISRAEL (1997), a PARAGON Company Ltd., a corporation organized under the laws of Israel ("C-V Israel"; and together with Paragon, C-V BioEngineering, C-V Paragon, Paragon Administration, C-V GmbH and C-V Israel, the "Seller"), the shareholders of Paragon identified on the signature page hereof (the "Paragon Shareholders"), the shareholders of C-V BioEngineering identified on the signature page hereof (the "C-V BioEngineering Shareholders"), the Niznick Famil
STOCK PURCHASE AGREEMENT Among CENTERPULSE USA HOLDING CO. CENTERPULSE LTD. and SNIA, S.p.A. Dated as of November 26, 2002Stock Purchase Agreement • April 25th, 2003 • Centerpulse LTD • Surgical & medical instruments & apparatus • New York
STOCK PURCHASE AGREEMENT, dated as of November 26, 2002, among CENTERPULSE USA HOLDING CO., a corporation organized under the laws of Delaware ("Seller"), CENTERPULSE LTD., a corporation organized under the laws of Switzerland ("Centerpulse"), and SNIA, S.P.A., a corporation organized under the laws of the Republic of Italy ("Purchaser" or "SNIA").
TRANSITION SERVICES AGREEMENTTransition Services Agreement • April 25th, 2003 • Centerpulse LTD • Surgical & medical instruments & apparatus • New York
THIS TRANSITION SERVICES AGREEMENT, dated as of January 21, 2003 (this "Agreement"), is entered into by and among CENTERPULSE LTD., a corporation duly organized and existing under the laws of Switzerland ("Centerpulse"), CENTERPULSE USA HOLDING CO., a corporation organized under the laws of Delaware ("Centerpulse USA"), SULZER CARBOMEDICS INC., a corporation organized under the laws of Delaware ("CMI") and SNIA, S.P.A., a corporation duly organized and existing under the laws of the Republic of Italy ("SNIA").
FACILITY AGREEMENT dated October 29, 2002 for CENTERPULSE ORTHOPEDICS INC. arranged by UBS WARBURG LTD. as Arranger with UBS AG, STAMFORD BRANCH acting as Facility Agent and UBS AG, STAMFORD BRANCH acting as Security AgentAgreement • April 25th, 2003 • Centerpulse LTD • Surgical & medical instruments & apparatus • England and Wales
AGREEMENTAgreement • April 25th, 2003 • Centerpulse LTD • Surgical & medical instruments & apparatus
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 25th, 2003 • Centerpulse LTD • Surgical & medical instruments & apparatus • California
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (the "Second Amendment"), dated as of May 23, 2001, among CORE-VENT CORPORATION, d/b/a Paragon Implant Company, a Nevada corporation ("Paragon"), CORE-VENT BIOENGINEERING, INC., a California corporation ("C-V BioEngineering"), CORE-VENT PARAGON BIO, a California corporation ("C-V Paragon"), PARAGON ADMINISTRATION, INC., a California corporation ("Paragon Administration"), CORE-VENT GmbH, a corporation organized under the laws of the Federal Republic of Germany ("C-V GmbH"), CORE-VENT ISRAEL (1997), a PARAGON Company Ltd., a corporation organized under the laws of Israel ("C-V Israel"; and together with Paragon, C-V BioEngineering, C-V Paragon, Paragon Administration, C-V GmbH and C-V Israel, the "Seller"), the shareholders of Paragon identified on the signature page hereof (the "Paragon Shareholders"), the shareholders of C-V BioEngineering identified on the signature page hereof (the "C-V BioEngineering Shareholders"), the Niznick Family Fou
STOCK PURCHASE AGREEMENT among CENTERPULSE USA HOLDING CO., CENTERPULSE LTD. and MICROVENA CORPORATION for Purchase of all of the Outstanding Shares of Capital Stock of Sulzer IntraTherapeutics, Inc. Dated as of August 30, 2002Stock Purchase Agreement • April 25th, 2003 • Centerpulse LTD • Surgical & medical instruments & apparatus • New York
STOCK PURCHASE AGREEMENT, dated as of August 30, 2002, between CENTERPULSE USA HOLDING CO., a Delaware corporation ("Seller"), MICROVENA CORPORATION, a Minnesota corporation ("Purchaser") and, with respect to Section 11.16 only, CENTERPULSE LTD., a corporation organized under the laws of Switzerland ("Centerpulse").
SHARE AND ASSET PURCHASE AGREEMENTShare and Asset Purchase Agreement • April 25th, 2003 • Centerpulse LTD • Surgical & medical instruments & apparatus • England and Wales
SHARE AND ASSET PURCHASE AGREEMENT, dated as of October 3, 2002, among CENTERPULSE (U.K.) HOLDING LIMITED, a company organized under the laws of Scotland ("Seller"), CENTERPULSE USA HOLDING CO., a Delaware corporation ("CUH"), CENTERPULSE GERMANY HOLDING GmbH, a company organized under the laws of Germany ("CGHG") CENTERPULSE AG, a company organized under the laws of Switzerland, and TERUMO CORPORATION, a corporation organized under the laws of Japan ("Purchaser").
AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 25th, 2003 • Centerpulse LTD • Surgical & medical instruments & apparatus
AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENT (the "Third Amendment"), dated as of June 29, 2001, among CORE-VENT CORPORATION, d/b/a Paragon Implant Company, a Nevada corporation ("Paragon"), CORE-VENT BIOENGINEERING, INC., a California corporation ("C-V BioEngineering"), CORE-VENT PARAGON BIO, a California corporation ("C-V Paragon"), PARAGON ADMINISTRATION, INC., a California corporation ("Paragon Administration"), CORE-VENT GmbH, a corporation organized under the laws of the Federal Republic of Germany ("C-V GmbH"), CORE-VENT ISRAEL (1997), a PARAGON Company Ltd., a corporation organized under the laws of Israel ("C-V Israel"; and together with Paragon, C-V BioEngineering, C-V Paragon, Paragon Administration, C-V GmbH and C-V Israel, the "Seller"), the shareholders of Paragon identified on the signature page hereof (the "Paragon Shareholders"), the shareholders of C-V BioEngineering identified on the signature page hereof (the "C-V BioEngineering Shareholders"), the Niznick Family Fou
CENTERPULSE USA HOLDING CO. 12 East Greenway Plaza Suite 1000 Houston, Texas 77046 January 6, 2003Stock Purchase Agreement • April 25th, 2003 • Centerpulse LTD • Surgical & medical instruments & apparatus
This document constitutes Amendment No. 1 to the Stock Purchase Agreement, dated as of November 26, 2002, among Centerpulse Ltd., Centerpulse USA Holding Co. and SNIA S.p.A., (the "Purchase Agreement"). Centerpulse USA Holding Co. and SNIA S.p.A. agree, with respect to the non-competition period referred to in Section 5.07 of the Purchase Agreement, that such period shall, for the market in Spain only, be reduced from five years to three years. If prior to or after the closing contemplated by the Purchase Agreement SNIA persuades the Spanish Ministry of Economics and Trade to agree in writing to a five year non-competition period for the Spanish market, then this Amendment shall thereafter promptly be modified to provide for the full five year non-competition period described in Section 5.07 of the Purchase Agreement for the market in Spain. This Amendment may be executed in one or more counterparts, each of which when executed shall be deemed to be an original and all of which taken t
CENTERPULSE USA HOLDING CO. 12 East Greenway Plaza Suite 1000 Houston, Texas 77046 January 21, 2003Letter Agreement • April 25th, 2003 • Centerpulse LTD • Surgical & medical instruments & apparatus
This document constitutes Amendment No. 2 (this "Amendment No. 2") to the Stock Purchase Agreement, dated as of November 26, 2002, among Centerpulse Ltd., Centerpulse USA Holding Co. and SNIA S.p.A., as amended by Amendment No. 1 thereto (the "Purchase Agreement"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.
