AGREEMENT AND PLAN OF MERGER BY AND AMONG MEDTRONIC, INC., MEDTRONIC SOFAMOR DANEK, INC., ENGLAND MERGER CORPORATION and OSTEOTECH, INC. Dated as of August 16, 2010Agreement and Plan of Merger • August 17th, 2010 • Osteotech Inc • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of August 16, 2010, by and among Medtronic, Inc., a Minnesota corporation (“Parent”), Medtronic Sofamor Danek, Inc., an Indiana corporation and a wholly-owned direct subsidiary of Parent (“MSD”), England Merger Corporation, a Delaware corporation and a wholly-owned direct subsidiary of MSD (“Merger Sub”), and Osteotech, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Section 8.09 or as indicated elsewhere in this Agreement.
FIRST AMENDMENTFirst Amendment • August 17th, 2010 • Osteotech Inc • Surgical & medical instruments & apparatus • Delaware
FIRST AMENDMENT, dated as of August 16, 2010 (this “Amendment”), to the Rights Agreement, dated as of January 22, 2010 (the “Rights Agreement”), by and between Osteotech, Inc., a Delaware corporation (the “Company”) and Registrar And Transfer Company (the “Rights Agent”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to them in the Rights Agreement.
