AGREEMENT AND PLAN OF MERGER by and among MGC PARENT LLC, AC BREATHE MERGER SUB INC. and MGC DIAGNOSTICS CORPORATION dated as of November 25, 2017Merger Agreement • November 29th, 2017 • MGC DIAGNOSTICS Corp • Surgical & medical instruments & apparatus • Minnesota
This Agreement and Plan of Merger (as amended, modified or supplemented from time to time in accordance with its terms, this “Agreement”), is entered into as of November 25, 2017, by and among MGC Diagnostics Corporation, a Minnesota corporation (the “Company”), MGC Parent LLC, a Delaware limited liability company (“Parent”), and AC Breathe Merger Sub Inc., a Minnesota corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 9.01 hereof.
FORM OF TENDER SUPPORT AGREEMENTTender Support Agreement • November 29th, 2017 • MGC DIAGNOSTICS Corp • Surgical & medical instruments & apparatus • Minnesota
This TENDER SUPPORT AGREEMENT (this “Agreement”), dated as of November 25, 2017, is entered into by and among MGC Parent LLC, a Delaware limited liability company (“Parent”), AC Breathe Merger Sub Inc., a Minnesota corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Person set forth on Schedule A (“Stockholder”).
