AGREEMENT AND PLAN OF MERGER by and among COVIDIEN GROUP S.À.R.L., RIOJA ISRAEL (2013) LTD. and GIVEN IMAGING LTD. Dated as of December 8, 2013Merger Agreement • December 9th, 2013 • Given Imaging LTD • Surgical & medical instruments & apparatus
VOTING AGREEMENTVoting Agreement • December 9th, 2013 • Given Imaging LTD • Surgical & medical instruments & apparatus
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 8, 2013 by and between Covidien Group S.À R.L., a Luxembourg company (“Parent”), and the undersigned shareholder (the “Shareholder”) of Given Imaging Ltd., a company organized under the laws of Israel (the “Company”).
GUARANTYGuaranty • December 9th, 2013 • Given Imaging LTD • Surgical & medical instruments & apparatus
GUARANTY dated as of December 8, 2013 (this “Guaranty”) by Covidien International Finance S.A., a company organized under the laws of Luxembourg, and having its principal place of business at Bd. Prince Henri 3b, 4th Floor, Luxembourg L-1724 (the “Guarantor”), and Given Imaging Ltd., a company organized under the laws of the State of Israel (the “Company”).
