AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 13th, 2021 • Itamar Medical Ltd. • Surgical & medical instruments & apparatus
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated September 13, 2021, is by and among (i) ZOLL Medical Corporation, a Massachusetts corporation (“Parent”), (ii) Zeus Merger Sub Ltd., a company organized under the laws of the State of Israel and a wholly owned subsidiary of Parent (“Merger Sub”), (iii) solely for purposes of Section 4.3(b) (with respect to itself only) and Section 9.14, Asahi Kasei Corporation (“Guarantor”) and (iv) Itamar Medical Ltd., a company organized under the laws of the State of Israel (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Guarantor (solely for purposes of Section 4.3(b) (with respect to itself only) and Section 9.14), Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 13th, 2021 • Itamar Medical Ltd. • Surgical & medical instruments & apparatus
VOTING AND SUPPORT AGREEMENT (this “Support Agreement”), dated as of [—], 2021, by and between ZOLL Medical Corporation, a Massachusetts corporation (“Parent”), and [—] (“Shareholder”).
