Preview | Agreement and Plan of Merger |

Document Preview

Agreement and Plan of Merger

Click "Add to Cart" button to purchase document.
Documents are emailed immediately after purchase.
You can also browse documents by title, category, or company... or click here for help finding documents.

Title:

Agreement and Plan of Merger

Entities:

Edwards Lifesciences Corp.; Gibson, Dunn & Crutcher

Date:

2004

Size:

161KB total

Price:

$64

ID:

#302694

► Plans ► Agreements ► Agreements & Plans of Merger
► Biotechnology & Drugs
► Services ► Legal

Start of Preview

AGREEMENT AND PLAN OF MERGER

by and among

EDWARDS LIFESCIENCES CORPORATION

(Purchaser)

EDWARDS ACQUISITION, INC.

(Merger Sub)

and

PERCUTANEOUS VALVE TECHNOLOGIES, INC.

(the Company)

DATED AS OF DECEMBER 12, 2003

TABLE OF CONTENTS

ARTICLE I THE MERGER
	1.1	Merger
	1.2	Effective Time
	1.3	Merger Consideration
	1.4	Contingent Payments
	1.5	Closing Cash Balance
	1.6	Date, Time and Place of Closing
	1.7	Effects of the Merger
	1.8	Certificate of Incorporation and Bylaws
	1.9	Directors and Officers
	1.10	Effect on Capital Stock; Treatment of Stock Options and Warrants
	1.11	Exchange Procedures
	1.11	Lost Certificates
	1.13	Dissenting Shares
	1.14	No Liability Under Abandoned Property Laws

ARTICLE II REPRESENTATIONS AND WARRANTIES AS TO THE COMPANY AND ITS SUBSIDIARIES
	2.1	Organization and Qualification
	2.2	Capitalization
	2.3	Authority Relative to this Agreement
	2.4	Subsidiaries
	2.5	Absence of Certain Changes
	2.6	Financial Statements
	2.7	Absence of Undisclosed Liabilities
	2.8	Consents and Approvals; No Violation
	2.9	Employment and Similar Agreements
	2.10	Litigation
	2.11	Taxes
	2.12	ERISA Plans
	2.13	Contracts
	2.14	Patents, Marks, Trade Secrets, Copyrights and Registrations
	2.15	Marketing Rights
	2.16	Related-Party Transactions
	2.17	Properties; Encumbrances
	2.18	Real Property
	2.19	Permits; Compliance with Applicable Laws
	2.20	Insurance
	2.21	Environmental Liability
	2.22	Minute Books and Stock Records
	2.23	No Termination of Business Relationship
	2.24	Voting Agreements

	2.25	No Brokers or Finders
	2.26	Full Disclosure

ARTICLE III REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB
	3.1	Organization
	3.2	Authority Relative to this Agreement
	3.3	Consent and Approvals; No Violation
	3.4	No Brokers or Finders
	3.5	Full Disclosure

ARTICLE IV CONDUCT OF BUSINESS BY THE COMPANY AND ITS SUBSIDIARIES PRIOR TO CLOSING
	4.1	Ordinary Course
	4.2	Dividends; Changes in Capital Stock
	4.3	Issuance or Repurchase of Securities
	4.4	Governing Documents
	4.5	No Acquisitions
	4.6	Indebtedness
	4.7	Employees
	4.8	Benefit Plans
	4.9	Cash Distribution
	4.10	Additional Matters

ARTICLE V ADDITIONAL COVENANTS
	5.1	Access to Information
	5.2	Governmental Filings
	5.3	Certain Defaults; Notices
	5.4	Confidentiality; Communications
	5.5	Expenses
	5.6	Additional Actions
	5.7	Third-Party Offers
	5.8	Stockholder Approval; Superior Proposals
	5.9	Milestones
	5.10	Certain Indemnification