IRIS INTERNATIONAL, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 17th, 2012 • Iris International Inc • Laboratory analytical instruments • Delaware
This Indemnification Agreement (“Agreement”) is effective as of , by and between IRIS International, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG DANAHER CORPORATION, DAPHNE ACQUISITION CORPORATION AND IRIS INTERNATIONAL, INC. DATED AS OF SEPTEMBER 17, 2012Agreement and Plan of Merger • September 17th, 2012 • Iris International Inc • Laboratory analytical instruments • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 17, 2012, is entered into by and among Danaher Corporation, a Delaware corporation (“Parent”), Daphne Acquisition Corporation, a Delaware corporation and a wholly owned indirect Subsidiary of Parent (“Merger Sub”), and IRIS International, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are referred to herein as a “Party” and together as “Parties”.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • September 17th, 2012 • Iris International Inc • Laboratory analytical instruments • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of September 17, 2012, is by and among Danaher Corporation, a Delaware corporation (“Parent”), Daphne Acquisition Corporation, a Delaware corporation and a wholly owned indirect subsidiary of Parent (“Merger Sub”), IRIS International, Inc., a Delaware corporation (the “Company”) and each of the Persons set forth on Schedule A hereto (each, a “Stockholder”). The Company shall only be a party to this Agreement for purposes of Sections 4.7 through 4.10 and Article V of this Agreement.
