AGREEMENT AND PLAN OF MERGER dated as of February 24, 2008 among OPTO CIRCUITS (INDIA) LIMITED PACKER ACQUISITION CORPORATION and CRITICARE SYSTEMS, INC.Agreement and Plan of Merger • March 7th, 2008 • Opto Circuits (India) LTD • Electromedical & electrotherapeutic apparatus • Delaware
AGREEMENT AND PLAN OF MERGER (the "Agreement") dated as of February 24, 2008 among Criticare Systems, Inc., a Delaware corporation (the "Company"), Opto Circuits (India) Limited, a company registered under the laws of India ("Parent"), and Packer Acquisition Corporation, a Delaware corporation and wholly-owned Subsidiary of Parent ("Purchaser").
MUTUAL NON-DISCLOSURE AGREEMENTMutual Non-Disclosure Agreement • November 1st, 2010 • Opto Circuits (India) LTD • Surgical & medical instruments & apparatus • Washington
THIS MUTUAL NON-DISCLOSURE AGREEMENT (“Agreement”) is made and entered into as of the 25th day of June, 2010 (“Effective Date”), between Cardiac Science Corporation, a Delaware corporation having its principal place of business at 3303 Monte Villa Parkway, Bothell, Washington 98021-8906, and Criticare Systems/Opto, a corporation having its principal place of business at 20925 Crossroads Circle, Waukesha WI 53186.
MEMORANDUM OF UNDERSTANDINGOpto Circuits (India) LTD • November 19th, 2010 • Surgical & medical instruments & apparatus
With the exception of the Suan Investments Action (as defined below), the parties to the putative class action lawsuits described below and currently pending in the Court of Chancery of the State of Delaware and the Superior Court of Washington in and for Snohomish County (collectively, the “Actions”),1 by and through their respective attorneys, have reached an agreement in principle providing for the settlement of the Actions (the “Settlement”) on the terms and subject to the conditions set forth in this Memorandum of Understanding (“Memorandum”):
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 19th, 2010 • Opto Circuits (India) LTD • Surgical & medical instruments & apparatus • Delaware
THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment No. 2”) is entered into as of 12:01 a.m. Pacific Time on November 19, 2010, by and among Cardiac Science Corporation, a Delaware corporation (the “Company”), Opto Circuits (India) Ltd., a public limited company incorporated under the laws of the nation of India (“Parent”), and Jolt Acquisition Company, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”).
Dated November 19, 2010Agreement • November 19th, 2010 • Opto Circuits (India) LTD • Surgical & medical instruments & apparatus
FACILITY AGREEMENTFacility Agreement • November 19th, 2010 • Opto Circuits (India) LTD • Surgical & medical instruments & apparatus
At the request of the Borrower, the Bank has agreed to extend to the Borrower a working capital facility on the terms and conditions contained herein.
MUTUAL NONDISCLOSURE AGREEMENTMutual Nondisclosure Agreement • March 7th, 2008 • Opto Circuits (India) LTD • Electromedical & electrotherapeutic apparatus • Delaware
This Mutual Nondisclosure Agreement (this "Agreement") by and between Opto Circuits (I) Limited and Criticare Systems, Inc. (each a "Party" and collectively, the "Parties"), is dated the latest date set forth on the signature page hereto.
Offer to Purchase for Cash All Outstanding Shares of Common Stock of Criticare Systems, Inc. at $5.50 per Share by Packer Acquisition Corporation a wholly- owned subsidiary of Opto Circuits (India) LimitedOpto Circuits (India) LTD • March 7th, 2008 • Electromedical & electrotherapeutic apparatus
This summary highlights selected information from this Offer to Purchase and may not contain all of the information that is important to you. You should carefully read this entire Offer to Purchase and the other documents to which this Offer to Purchase refers to fully understand the Offer, the Merger and the related transactions. Section and heading references are included to direct you to a more complete description of the topics contained in this summary.
FORM OF STOCKHOLDER TENDER AGREEMENTOpto Circuits (India) LTD • March 7th, 2008 • Electromedical & electrotherapeutic apparatus • Delaware
STOCKHOLDER TENDER AGREEMENT, dated February 24, 2008 (the "Agreement"), between Packer Acquisition Corporation, a Delaware corporation ("Purchaser"), and the person listed as a Stockholder on the signature pages hereto (the "Stockholder").
ADDENDUM NO.1 TO MUTUAL NON-DISCLOSURE AGREEMENTNon-Disclosure Agreement • November 1st, 2010 • Opto Circuits (India) LTD • Surgical & medical instruments & apparatus
This Addendum No. 1 to Mutual Non-Disclosure Agreement (“Addendum”) is made and entered into as of the 26th day of July, 2010 between Cardiac Science Corporation (“CSC”), Opto-Circuits (India) Ltd (“Opto”) and its subsidiary Criticare Systems, Inc. (“Criticare,” and together with Opto, the “Opto Parties”).
