AGREEMENT AND PLAN OF MERGER among AERIE PHARMACEUTICALS, INC., a Delaware corporation, ALCON RESEARCH, LLC, a Delaware limited liability company, and LYON MERGER SUB, INC., a Delaware corporation, Dated as of August 22, 2022Agreement and Plan of Merger • February 27th, 2023 • Alcon Inc • Ophthalmic goods • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 22, 2022, among: Alcon Research, LLC, a Delaware limited liability company (“Parent”); Lyon Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of Parent (“Merger Sub”); and Aerie Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
INDENTURE SEPTEMBER 23, 2019 Among Alcon Finance Corporation as Company Alcon Inc. as Guarantor and Citibank, N.A. as Trustee, Paying Agent, Authenticating Agent, and RegistrarAlcon Inc • February 27th, 2023 • Ophthalmic goods • New York
Clause Page 1 Definitions and Incorporation by Reference 1 1.1 Definitions 5 1.2 [Reserved.] 5 1.3 Rules of Construction 5 2 The Securities 5 2.1 Form of Securities 5 2.2 Execution, Authentication, Delivery and Dating 6 2.3 Amount Unlimited; Issuable in Series 7 2.4 Denominations 9 2.5 Registrar and Paying Agent; Agents Generally 10 2.6 Paying Agent to Hold Money in Trust 10 2.7 Transfer and Exchange 11 2.8 Replacement Securities 13 2.9 Outstanding Securities 14 2.10 Temporary Securities 15 2.11 Cancellation 15 2.12 Persons Deemed Owners 15 2.13 Payment of Interest; Defaulted Interest 16 2.14 Computation of Interest 16 2.15 Series May Include Tranches 17 2.16 CUSIP, ISIN and CINS Numbers 17 3 Redemption 17 3.1 Applicability of Article 17 3.2 Notice of Redemption; Partial Redemptions 18 3.3 Payment of Securities Called for Redemption 20 3.4 Exclusion of Certain Securities from Eligibility for Selection for Redemption 21 3.5 Mandatory and Optional Sinking Funds 21 4 Covenants 23 4.1 Paym
