Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosures under the Introductory Note and Item 3.01 are incorporated herein by reference.
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
In connection with the consummation of the Offer and the Merger,
The consummation of the Offer, the Merger and the delisting described in Item
3.01 below constitutes a Corporate Event, a Make-Whole Fundamental Change, a
Share Exchange Event and a Fundamental Change (each as defined in the
Indentures) under the Indentures. The effective date of the Corporate Event,
Make-Whole Fundamental Change, Share Exchange Event and Fundamental Change in
respect of the 2023 Notes and 2026 Notes is
As a result of the Fundamental Change, each holder of the Notes will have the right to require the Company to repurchase its Notes, pursuant to the terms and procedures set forth in the applicable Indenture, for a cash repurchase price equal to the Fundamental Change Repurchase Price (as defined in the applicable Indenture). In addition, as a result of the Fundamental Change, Make-Whole Fundamental Change, Share Exchange Event, and Corporate Event, holders of the Notes will have a right to convert their Notes for Reference Property (as defined in the applicable Indenture) commencing on the Notes Effective Date, subject to the terms of the Indentures as supplemented by the Supplemental Indentures, as described below.
As a result of the Share Exchange Event, pursuant to the Indentures, the Company
and Trustee executed the Supplemental Indentures to, among other things, provide
that the consideration due upon conversion of each
The foregoing descriptions of the 2023 First Supplemental Indenture and the 2026 First Supplemental Indenture are qualified in their entirety by reference to the 2023 First Supplemental Indenture and the 2026 First Supplemental Indenture, which are filed as Exhibit 4.1 and Exhibit 4.2, respectively, hereto and which are incorporated herein by reference. For the avoidance of doubt, the foregoing disclosure does not constitute the Fundamental Change Company Notice for either the 2023 Notes or the 2026 Notes (as defined in the 2023 Indenture and the 2026 Indenture, respectively).
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
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Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
Item 3.03 Material Modification to Rights of Security Holders.
The disclosures under the Introductory Note, Item 3.01, Item 5.01 and Item 5.03 are incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
As a result of Purchaser's acceptance for payment of all Shares that were
validly tendered and not properly withdrawn in accordance with the terms of the
Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL,
on
The disclosures under the Introductory Note, Item 3.01, Item 5.02 and Item 5.03 are incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Merger Agreement, as of the Effective Time,
Following the Merger and pursuant to the Merger Agreement, as of the Effective
Time, the directors and officers of Purchaser immediately prior to the Effective
Time became the directors and officers of the
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the terms of the Merger Agreement, as of the Effective Time,
Pursuant to the terms of the Merger Agreement, as of the Effective Time,
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number 2.1 Agreement and Plan of Merger, dated as ofJanuary 6, 2022 , among Stryker Corporation,Voice Merger Sub Corp. andVocera Communications, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with theSEC byVocera onJanuary 6, 2022 ).* 3.1 Amended and Restated Certificate of Incorporation ofVocera Communications, Inc. 3.2 Amended and Restated Bylaws ofVocera Communications, Inc. 4.1 First Supplemental Indenture, dated as ofFebruary 23, 2022 , amongVocera Communications, Inc. andU.S. Bank Trust Company, National Association . 4.2 First Supplemental Indenture, dated as ofFebruary 23, 2022 , amongVocera Communications, Inc. andU.S. Bank Trust Company, National Association . 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).
* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A
copy of any omitted schedule will be furnished supplementally to the
request.
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