0001104659-07-039533 Sample Contracts

AGREEMENT AND PLAN OF MERGER
Merger Agreement • May 14th, 2007 • Viasys Healthcare Inc • Surgical & medical instruments & apparatus • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 11, 2007, among Cardinal Health, Inc., an Ohio corporation (“Parent”), Eagle Merger Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and VIASYS Healthcare Inc., a Delaware corporation (the “Company”).

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AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • May 14th, 2007 • Viasys Healthcare Inc • Surgical & medical instruments & apparatus • Delaware

This Amendment to Rights Agreement dated as of May 11, 2007 (this “Amendment”), between VIASYS Healthcare Inc., a Delaware corporation (“VIASYS”), and American Stock Transfer & Trust Company (the “Rights Agent”).

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