AGREEMENT AND PLAN OF MERGER AMONG UNITED STATES SURGICAL CORPORATION, TRANSFORMER DELAWARE CORP. AND ASPECT MEDICAL SYSTEMS, INC. Dated as of September 27, 2009Agreement and Plan of Merger • October 8th, 2009 • Aspect Medical Systems Inc • Electromedical & electrotherapeutic apparatus • Delaware
This Agreement and Plan of Merger (this “Agreement”) is dated as of September 27, 2009, among United States Surgical Corporation, a Delaware corporation (the “Parent”), Transformer Delaware Corp., a Delaware corporation and a wholly owned subsidiary of the Parent (the “Purchaser”), and Aspect Medical Systems, Inc., a Delaware corporation (the “Company”).
GUARANTYAspect Medical Systems Inc • October 8th, 2009 • Electromedical & electrotherapeutic apparatus
United States Surgical Corporation, a Delaware corporation (“Parent”), Transformer Delaware Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and Aspect Medical Systems, Inc., a Delaware corporation (the “Company”), have entered into, simultaneously with the execution and delivery hereof, an Agreement and Plan of Merger (the “Merger Agreement”). Parent is a direct subsidiary of Covidien International Finance S.A., a Luxembourg corporation (“CIFSA”), and CIFSA expects to derive substantial indirect benefits from the consummation of the transactions contemplated by the Merger Agreement. Capitalized terms that are used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
FORM OF TENDER AND VOTING AGREEMENTTender and Voting Agreement • October 8th, 2009 • Aspect Medical Systems Inc • Electromedical & electrotherapeutic apparatus • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”) dated September 27, 2009, is entered into between United States Surgical Corporation, a Delaware corporation (the “Parent”), Transformer Delaware Corp., a Delaware corporation and direct or indirect wholly owned subsidiary of the Parent (the “Purchaser”), and , (“Stockholder”), with respect to (i) shares of common stock, $0.01 par value per share (the “Company Common Stock”), of Aspect Medical Systems, Inc., a Delaware corporation (the “Company”), (ii) all securities exchangeable, exercisable or convertible into Company Common Stock, and (iii) any securities issued or exchanged with respect to such Company Common Stock, and upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up or combination of the securities of the Company or upon any other change in the Company’s capital structure, in each case whether now owned or hereafter acquired by the Stockholder
AGREEMENTAgreement • October 8th, 2009 • Aspect Medical Systems Inc • Electromedical & electrotherapeutic apparatus • Delaware
THIS AGREEMENT (this “Agreement”) dated September 27, 2009, is entered into between United States Surgical Corporation, a Delaware corporation (the “Parent”), and First Health, L.P., First Health Limited, First Health Associates, L.P., First BioMed, L.P. and First BioMed Portfolio, L.P. ( collectively, “Stockholders”), with respect to shares of common stock, $0.01 par value per share (the “Company Common Stock”), of Aspect Medical Systems, Inc., a Delaware corporation (the “Company”).
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • October 8th, 2009 • Aspect Medical Systems Inc • Electromedical & electrotherapeutic apparatus • Delaware
This Confidentiality Agreement (the “Agreement”) is dated and effective as of August 3, 2009 (the “Effective Date”), between Aspect Medical Systems, Inc., a Delaware corporation (“Aspect”), and Tyco Healthcare Group LP d/b/a Covidien (“Receiving Party”).
