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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 99KB of 248KB total |
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Price: |
$53 |
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ID: |
#2896444 |
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Start of Preview |
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AGREEMENT AND PLAN OF MERGER
DATED AS OF MAY 17, 2007
BY AND AMONG
REABLE THERAPEUTICS, INC.,
SPARTAN ACQUISITION CORP.,
AND
IOMED, INC.
TABLE OF CONTENTS
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Page | |
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ARTICLE I |
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CERTAIN DEFINITIONS |
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1 |
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ARTICLE II |
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THE MERGER |
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11 |
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2.01 |
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The Merger |
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11 |
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2.02 |
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Effective Time of the Merger |
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11 |
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2.03 |
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Effects of the Merger |
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11 |
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2.04 |
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Closing |
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11 |
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2.05 |
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Articles of Incorporation |
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11 |
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2.06 |
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By-Laws |
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12 |
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2.07 |
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Directors and Officers |
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12 |
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2.08 |
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Actions of Parent as Sole Shareholder of Merger Sub |
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12 |
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ARTICLE III |
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CONVERSION OF SECURITIES |
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12 |
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3.01 |
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Effect on Capital Shares |
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12 |
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3.02 |
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Dissenting Shares |
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13 |
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3.03 |
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Stock Options |
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13 |
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3.04 |
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Surrender and Payment |
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14 |
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3.05 |
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Lost Certificates |
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15 |
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3.06 |
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Withholding Rights |
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15 |
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3.07 |
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No Further Ownership Rights in the Company Common Shares |
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15 |
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3.08 |
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Further Assurances |
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16 |
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3.09 |
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Adjustment to Per Share Price |
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16 |
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ARTICLE IV |
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REPRESENTATIONS AND WARRANTIES |
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18 |
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4.01 |
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Representations and Warranties of the Company |
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18 |
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4.02 |
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Representations and Warranties of Parent and Merger Sub |
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38 |
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ARTICLE V |
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COVENANTS RELATING TO CONDUCT OF BUSINESS |
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40 |
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5.01 |
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Covenants of the Company |
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40 |
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5.02 |
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Covenants of Parent |
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44 |
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5.03 |
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Governmental Filings |
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44 |
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5.04 |
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Control of Other Partys Business |
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45 |
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ARTICLE VI |
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ADDITIONAL AGREEMENTS |
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45 |
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6.01 |
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Preparation of Proxy Statement; Shareholders Meeting |
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45 |
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Page | |
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6.02 |
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[Reserved] |
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47 |
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6.03 |
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Access to Information |
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47 |
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6.04 |
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Required Actions |
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47 |
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6.05 |
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Acquisition Proposals |
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49 |
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6.06 |
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Fees and Expenses |
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51 |
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6.07 |
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Directors and Officers Indemnification and Insurance |
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51 |
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6.08 |
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Employee Benefits |
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53 |
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6.09 |
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Public Announcements |
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54 |
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6.10 |
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Section 16 Matters |
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54 |
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ARTICLE VII |
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CONDITIONS PRECEDENT |
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55 |
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7.01 |
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Conditions to Each Partys Obligation to Effect the Merger |
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55 |
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7.02 |
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Additional Conditions to Obligations of Parent |
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55 |
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7.03 |
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Additional Conditions to Obligations of the Company |
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56 |
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ARTICLE VIII |
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TERMINATION AND AMENDMENT |
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57 |
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8.01 |
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Termination |
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57 |
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8.02 |
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Effect of Termination |
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59 |
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8.03 |
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Amendment |
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62 |
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8.04 |
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Extension; Waiver |
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62 |
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ARTICLE IX |
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GENERAL PROVISIONS |
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62 |
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9.01 |
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Non-Survival of Representations, Warranties and Agreements |
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62 |
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9.02 |
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Notices |
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63 |
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9.03 |
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Interpretation |
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63 |
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9.04 |
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Maximum Liability |
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64 |
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9.05 |
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Counterparts |
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64 |
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9.06 |
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Entire Agreement; No Third Party Beneficiaries |
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64 |
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9.07 |
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Governing Law |
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64 |
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9.08 |
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Severability |
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65 |
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9.09 |
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Assignment |
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65 |
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9.10 |
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Submission to Jurisdiction; Waivers |
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65 |
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9.11 |
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Enforcement |
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65 |
ii
LIST OF EXHIBITS
Exhibit A Form of Voting Agreement among the Parent, Merger Sub and the Major Shareholders dated as of the date of this Agreement.
iii
AGREEMENT AND PLAN OF MERGER, dated as of May 17, 2007 (this Agreement), by and among REABLE THERAPEUTICS, INC., a Delaware corporation (Parent), SPARTAN ACQUISITION CORP., a Utah corporation and wholly owned subsidiary of Parent (Merger Sub), and IOMED, INC., a Utah corporation (the Company).
W I T N E S S E T H:
WHEREAS, the Boards of Directors of Parent and the Company deem it advisable and in the best interests of their respective corporations and shareholders that Parent and the Company engage in a business combination in order to advance the long term strategic interests of Parent and the interests of the shareholders of the Company; and
WHEREAS, to effect such business combination, the Boards of Directors of Parent, Merger Sub and the Company have approved and recommended this Agreement and the merger of Merger Sub with and into the Company (the Merger), upon the terms and subject to the conditions set forth herein; and
WHEREAS, concurrently with the execution and delivery of this Agreement, as a condition and inducement to Parents and Merger Subs willingness to enter into this Agreement, Ridgestone Corporation, Peter J. Wardle and Robert J. Lollini (the Major Shareholders) have each entered into a Voting Agreement, dated as of the date of this Agreement, in the form attached hereto as Exhibit A (the Voting Agreement), pursuant to which the Major Shareholders have, among other things, agreed to vote all of the Company Common Shares held by it for the approval of the Merger.
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