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Title: |
Agreement and Plan of Merger |
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Entities: |
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Date: |
2007 |
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Size: |
Preview shows 27KB of 237KB total |
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Price: |
$84 |
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ID: |
#2858545 |
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Start of Preview |
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AGREEMENT AND PLAN OF MERGER
Dated as of May 11, 2007
among
CARDINAL HEALTH, INC.,
EAGLE MERGER CORP.
and
VIASYS HEALTHCARE INC.
| TABLE OF CONTENTS | ||
| Page | ||
| ARTICLE I | ||
| THE OFFER | ||
| SECTION 1.01. The Offer | 2 | |
| SECTION 1.02. Company Action | 3 | |
| SECTION 1.03. Board of Directors | 5 | |
| ARTICLE II | ||
| THE MERGER; EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE | ||
| CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES | ||
| SECTION 2.01. The Merger | 6 | |
| SECTION 2.02. Closing | 6 | |
| SECTION 2.03. Effective Time | 6 | |
| SECTION 2.04. Effects of the Merger | 7 | |
| SECTION 2.05. Certificate of Incorporation and By-laws | 7 | |
| SECTION 2.06. Directors of the Surviving Corporation | 7 | |
| SECTION 2.07. Officers of the Surviving Corporation | 7 | |
| SECTION 2.08. Additional Actions | 7 | |
| SECTION 2.09. Effect on Capital Stock | 8 | |
| SECTION 2.10. Exchange of Certificates | 9 | |
| ARTICLE III | ||
| REPRESENTATIONS AND WARRANTIES | ||
| SECTION 3.01. Representations and Warranties of the Company | 11 | |
| SECTION 3.02. Representations and Warranties of Parent and Merger Sub | 32 | |
| ARTICLE IV | ||
| COVENANTS RELATING TO THE BUSINESS | ||
| SECTION 4.01. Conduct of Business | 35 | |
| SECTION 4.02. No Solicitation | 40 | |
| ARTICLE V | ||
| ADDITIONAL AGREEMENTS | ||
| SECTION 5.01. Company Stockholders Meeting; Merger Without Meeting of Company | ||
| Stockholders | 43 | |
| SECTION 5.02. Access to Information; Confidentiality | 44 | |
| SECTION 5.03. Further Action; Efforts | 45 | |
i
| SECTION 5.04. Company Stock Options, Company Restricted Stock Units, Company | ||||
| Director Stock Units and ESPP | 46 | |||
| SECTION 5.05. Indemnification, Exculpation and Insurance | 48 | |||
| SECTION 5.06. Fees and Expenses | 49 | |||
| SECTION 5.07. Public Announcements | 50 | |||
| SECTION 5.08. Stockholder Litigation | 50 | |||
| SECTION 5.09. Employee Matters | 50 | |||
| SECTION 5.10. Takeover Laws | 52 | |||
| SECTION 5.11. Company Rights Agreement | 52 | |||
| ARTICLE VI | ||||
| CONDITIONS PRECEDENT TO THE MERGER | ||||
| SECTION 6.01. Conditions to Each Partys Obligation to Effect the Merger | 52 | |||
| ARTICLE VII | ||||
| TERMINATION, AMENDMENT AND WAIVER | ||||
| SECTION 7.01. Termination | 53 | |||
| SECTION 7.02. Effect of Termination | 54 | |||
| SECTION 7.03. Amendment | 55 | |||
| SECTION 7.04. Extension; Waiver | 55 | |||
| SECTION 7.05. Procedure for Termination or Amendment | 55 | |||
| ARTICLE VIII | ||||
| GENERAL PROVISIONS | ||||
| SECTION 8.01. Nonsurvival of Representations and Warranties | 55 | |||
| SECTION 8.02. Notices | 55 | |||
| SECTION 8.03. Definitions | 56 | |||
| SECTION 8.04. Interpretation | 59 | |||
| SECTION 8.05. Consents and Approvals | 60 | |||
| SECTION 8.06. Counterparts | 60 | |||
| SECTION 8.07. Entire Agreement; No Third-Party Beneficiaries | 60 | |||
| SECTION 8.08. GOVERNING LAW | 60 | |||
| SECTION 8.09. Assignment | 60 | |||
| SECTION 8.10. Specific Enforcement; Consent to Jurisdiction | 61 | |||
| SECTION 8.11. WAIVER OF JURY TRIAL | 61 | |||
| SECTION 8.12. Severability | 62 | |||
| Annex A | Conditions to the Offer | |||
| Exhibit A | Amended and Restated Certificate of Incorporation of the Surviving Corporation | |||
ii
| INDEX OF DEFINED TERMS | ||
| Page | ||
| 401(k) Termination Date | 51 | |
| Acquisition Agreement | 42 | |
| Actions | 18 | |
| Affiliate | 56 | |
| Agreement | 1 | |
| Antitrust Law | 56 | |
| Appointment Time | 5 | |
| Arrangements | 26 | |
| Business Day | 56 | |
| Certificate | 8 | |
| Certificate of Merger | 6 | |
| Closing | 6 | |
| Closing Date | 6 | |
| Code | 10 | |
| Commonly Controlled Entity | 23 | |
| Company | 1 | |
| Company 401(k) Plan | 51 | |
| Company Adverse Recommendation Change | 41 | |
| Company Balance Sheet | 25 | |
| Company Benefit Agreements | 18 | |
| Company Benefit Plans | 23 | |
| Company Bylaws | 11 | |
| Company Certificate | 7 | |
| Company Common Stock | 1 | |
| Company Director Stock Units | 12 | |
| Company Disclosure Schedule | 11 | |
| Company ESPP | 12 | |
| Company Pension Plan | 23 | |
| Company Personnel | 18 | |
| Company Preferred Stock | 12 | |
| Company Recommendation | 3 | |
| Company Restricted Stock Units | 12 | |
| Company Rights | 32 | |
| Company Rights Agreement | 32 | |
| Company SEC Documents | 15 | |
| Company Stock Options | 12 | |
| Company Stock Plan | 12 | |
| Company Stock-Based Awards | 12 | |
| Company Stockholder Approval | 29 | |
| Company Stockholders | 1 | |
| Company Stockholders Meeting | 43 | |
| Company Welfare Plan | 24 | |
| Confidentiality Agreement | 45 | |
| iii | ||
| Continuing Employees | 50 | |||
| Contract | 14 | |||
| Conversion Ratio | 47 | |||
| Covered Securityholders | 27 | |||
| DGCL | 1 | |||
| Dissenting Shares |
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End of Preview |
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