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Agreement and Plan of Merger

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Title:

Agreement and Plan of Merger

Entities:

IMPAC Medical Systems, Inc.

Date:

2005

Size:

Preview shows 42KB of 144KB total

Price:

$56

ID:

#1204122

► Plans ► Agreements ► Agreements & Plans of Merger
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AGREEMENT AND PLAN OF MERGER

among

ELEKTA AB (publ),

ERBIUM ACQUISITION CORPORATION

and

IMPAC MEDICAL SYSTEMS, INC.

dated as of January 17, 2005

TABLE OF CONTENTS


			Page
ARTICLE I	THE MERGER		1

Section 1.1		The Merger	1

Section 1.2		Closing	1

Section 1.3		Effective Time	2

Section 1.4		Effects of the Merger	2

Section 1.5		Certificate of Incorporation; Bylaws	2

Section 1.6		Directors; Officers	2

Section 1.7		Company Actions	2

Section 1.8		Subsequent Actions	3

ARTICLE II	EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES		3

Section 2.1		Effect on Capital Stock	3

Section 2.2		Stock Options	4

Section 2.3		Payment for Shares	5

ARTICLE III	REPRESENTATIONS AND WARRANTIES		7

Section 3.1		Representations and Warranties of Company	7

Section 3.2		Representations and Warranties of Parent and Merger Sub	21

ARTICLE IV	CONDUCT OF BUSINESS OF COMPANY		23

Section 4.1		Conduct of Business of Company	23

ARTICLE V	ADDITIONAL COVENANTS		26

Section 5.1		Company Stockholders Meeting; Preparation of the Proxy Statement	26

Section 5.2		Access to Information; Confidentiality	26

Section 5.3		Commercially Reasonable Efforts	27

Section 5.4		Public Announcements	27

Section 5.5		No Solicitation; Acquisition Proposals	27

Section 5.6		Consents, Approvals and Filings	29

Section 5.7		Employee Benefit Matters	30

Section 5.8		Indemnification; Directors and Officers Insurance	30

Section 5.9		Section 16 Matters	31

- i -

TABLE OF CONTENTS

(continued)


			Page
Section 5.10		Merger Sub and Surviving Corporation Compliance	31

ARTICLE VI	CONDITIONS PRECEDENT		32

Section 6.1		Conditions to Each Partys Obligation to Effect the Merger	32

Section 6.2		Conditions to Parents and Merger Subs Obligation to Effect the Merger	32

Section 6.3		Conditions to Companys Obligation to Effect the Merger	33

ARTICLE VII	TERMINATION, AMENDMENT AND WAIVER		33

Section 7.1		Termination	33

Section 7.2		Effect of Termination	35

Section 7.3		Amendment	35

Section 7.4		Extension; Waiver	35

Section 7.5		Procedure for Termination, Amendment, Extension or Waiver	35

ARTICLE VIII	GENERAL PROVISIONS		35

Section 8.1		Nonsurvival of Representations and Warranties	35

Section 8.2		Fees and Expenses	36

Section 8.3		Definitions	36

Section 8.4		Notices	38

Section 8.5		Interpretation	39

Section 8.6		Entire Agreement; Third-Party Beneficiaries	39

Section 8.7		Governing Law	39

Section 8.8		Assignment	39

Section 8.9		Enforcement	39

Section 8.10		Submission to Jurisdiction	40

Section 8.11		Severability	40

Section 8.12		Counterparts	40

- ii -

TABLE OF CONTENTS

(continued)


		Page
Exhibit A	Form of Stockholder Agreement*	A-1

Exhibit B	Certificate of Incorporation of Erbium Acquisition Corporation*	B-1

Exhibit C	Bylaws of Erbium Acquisition Corporation*	C-1

Schedules to Agreement and Plan of Merger*

*	The schedules and exhibits to this agreement have not been filed herewith, pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon request.

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AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER, dated as of January 17, 2005 (this Agreement), is made and entered into among Elekta AB (publ), a Swedish corporation (Parent), Erbium Acquisition Corporation, a Delaware corporation and an indirect, wholly owned subsidiary of Parent (Merger Sub), and IMPAC Medical Systems, Inc., a Delaware corporation (Company).

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