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Agreement and Plan of Merger

 

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Title:

Agreement and Plan of Merger

Entities:

IOMED, Inc.

Date:

2007

Size:

Preview shows 99KB of 248KB total

Price:

$53

ID:

#2896444

 

 

► Plans ► Agreements ► Agreements & Plans of Merger
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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

 

 

 

Page

ARTICLE I

 

CERTAIN DEFINITIONS

 

1

 

 

 

 

 

ARTICLE II

 

THE MERGER

 

11

2.01

 

The Merger

 

11

2.02

 

Effective Time of the Merger

 

11

2.03

 

Effects of the Merger

 

11

2.04

 

Closing

 

11

2.05

 

Articles of Incorporation

 

11

2.06

 

By-Laws

 

12

2.07

 

Directors and Officers

 

12

2.08

 

Actions of Parent as Sole Shareholder of Merger Sub

 

12

 

 

 

 

 

ARTICLE III

 

CONVERSION OF SECURITIES

 

12

3.01

 

Effect on Capital Shares

 

12

3.02

 

Dissenting Shares

 

13

3.03

 

Stock Options

 

13

3.04

 

Surrender and Payment

 

14

3.05

 

Lost Certificates

 

15

3.06

 

Withholding Rights

 

15

3.07

 

No Further Ownership Rights in the Company Common Shares

 

15

3.08

 

Further Assurances

 

16

3.09

 

Adjustment to Per Share Price

 

16

 

 

 

 

 

ARTICLE IV

 

REPRESENTATIONS AND WARRANTIES

 

18

4.01

 

Representations and Warranties of the Company

 

18

4.02

 

Representations and Warranties of Parent and Merger Sub

 

38

 

 

 

 

 

ARTICLE V

 

COVENANTS RELATING TO CONDUCT OF BUSINESS

 

40

5.01

 

Covenants of the Company

 

40

5.02

 

Covenants of Parent

 

44

5.03

 

Governmental Filings

 

44

5.04

 

Control of Other Partys Business

 

45

 

 

 

 

 

ARTICLE VI

 

ADDITIONAL AGREEMENTS

 

45

6.01

 

Preparation of Proxy Statement; Shareholders Meeting

 

45

 

i




 

 

 

 

Page

6.02

 

[Reserved]

 

47

6.03

 

Access to Information

 

47

6.04

 

Required Actions

 

47

6.05

 

Acquisition Proposals

 

49

6.06

 

Fees and Expenses

 

51

6.07

 

Directors and Officers Indemnification and Insurance

 

51

6.08

 

Employee Benefits

 

53

6.09

 

Public Announcements

 

54

6.10

 

Section 16 Matters

 

54

 

 

 

 

 

ARTICLE VII

 

CONDITIONS PRECEDENT

 

55

7.01

 

Conditions to Each Partys Obligation to Effect the Merger

 

55

7.02

 

Additional Conditions to Obligations of Parent

 

55

7.03

 

Additional Conditions to Obligations of the Company

 

56

 

 

 

 

 

ARTICLE VIII

 

TERMINATION AND AMENDMENT

 

57

8.01

 

Termination

 

57

8.02

 

Effect of Termination

 

59

8.03

 

Amendment

 

62

8.04

 

Extension; Waiver

 

62

 

 

 

 

 

ARTICLE IX

 

GENERAL PROVISIONS

 

62

9.01

 

Non-Survival of Representations, Warranties and Agreements

 

62

9.02

 

Notices

 

63

9.03

 

Interpretation

 

63

9.04

 

Maximum Liability

 

64

9.05

 

Counterparts

 

64

9.06

 

Entire Agreement; No Third Party Beneficiaries

 

64

9.07

 

Governing Law

 

64

9.08

 

Severability

 

65

9.09

 

Assignment

 

65

9.10

 

Submission to Jurisdiction; Waivers

 

65

9.11

 

Enforcement

 

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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