AGREEMENT AND PLAN OF MERGER BY AND AMONG NOVOSTE CORPORATION, ONIA ACQUISITION CORP. AND ONI MEDICAL SYSTEMS, INC.Merger Agreement • May 19th, 2005 • Novoste Corp /Fl/ • Electromedical & electrotherapeutic apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 18, 2005, by and among Novoste Corporation, a Florida corporation (“Novoste”), ONIA Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Novoste (“Merger Sub”), and ONI Medical Systems, Inc., a Delaware corporation (“ONI”).
ContractWarrant Agreement • May 19th, 2005 • Novoste Corp /Fl/ • Electromedical & electrotherapeutic apparatus • Delaware
THIS WARRANT AND THE SHARES OF SERIES A PREFERRED STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE LAWS. THIS WARRANT AND THE SHARES OF SERIES A PREFERRED STOCK PURCHASABLE HEREUNDER HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR SALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF WITHIN THE MEANING OF THE SECURITIES ACT. THIS WARRANT AND THE SHARES OF SERIES A PREFERRED STOCK PURCHASABLE HEREUNDER MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN A TRANSACTION OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE TRANSFERABILITY OF THIS WARRANT ALSO IS RESTRICTED AS PROVIDED IN SECTIONS 4 AND 5 HEREOF.
