AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 15th, 2004 • Alaris Medical Systems Inc • Surgical & medical instruments & apparatus • Delaware
AMENDMENT NO. 1, dated as of June 14, 2004 (this “Amendment”), to the Agreement and Plan of Merger, dated as of May 18, 2004 (the “Merger Agreement”), by and among Cardinal Health, Inc., an Ohio corporation (“Cardinal Health”), Blue Merger Corp., a Delaware corporation and a wholly owned subsidiary of Cardinal Health (“Subcorp”), and ALARIS Medical Systems, Inc., a Delaware corporation (“ALARIS”). Capitalized terms not otherwise defined herein have the respective meanings set forth in the Merger Agreement.
MEMORANDUM OF UNDERSTANDINGAlaris Medical Systems Inc • June 15th, 2004 • Surgical & medical instruments & apparatus
This MEMORANDUM OF UNDERSTANDING is entered into as of June 14, 2004, among the plaintiffs in Gehrer v. Alaris Medical Systems, Inc., et al., ALARIS Medical Systems, Inc. (“ALARIS”), the members of the ALARIS board of directors (collectively, the “Individual Defendants”), Cardinal Health, Inc. and Jeffry M. Picower (and certain affiliates), by their undersigned attorneys.
