AGREEMENT AND PLAN OF MERGER OF OSI SYSTEMS, INC., A DELAWARE CORPORATION AND OSI SYSTEMS, INC., A CALIFORNIA CORPORATIONAgreement and Plan of Merger • March 8th, 2010 • Osi Systems Inc • Semiconductors & related devices • Delaware
This Agreement and Plan of Merger dated as of March 5, 2010 (the “Agreement”) is entered into by and between OSI Systems, Inc., a California corporation (“OSI California”) and OSI Systems, Inc., a Delaware corporation (“OSI Delaware”). OSI Delaware and OSI California are sometimes referred to in this Agreement as the “Constituent Corporations.”
AMENDMENT NO. 3 TO RIGHTS AGREEMENTRights Agreement • March 8th, 2010 • Osi Systems Inc • Semiconductors & related devices
This Amendment No. 3 to Rights Agreement (this “Amendment No. 3”) is entered into on March 5, 2010, by and between OSI Systems, Inc., a California corporation (“Company”) and StockTrans, Inc., a Pennsylvania Corporation, as rights agent (the “Rights Agent”). This Amendment No. 3 amends the terms and conditions of that certain Rights Agreement, dated July 31, 2000, by and between the Company and U.S. Stock Transfer Corporation (the “Original Agreement”), as amended by Amendment No. 1 to Rights Agreement, dated December 21, 2004, by and between the Company and U.S. Stock Transfer Corporation (“Amendment No. 1”) and by Amendment No. 2 to Rights Agreement, dated January 30, 2009, by and between the Company and the Rights Agent (“Amendment No. 2”). The Original Agreement, as amended by Amendment No. 1, Amendment No. 2 and this Amendment No. 3 is collectively referred to herein as the “Rights Agreement.”
