AGREEMENT AND PLAN OF MERGER among Allergan, Inc., Groundhog Acquisition, Inc. and MAP Pharmaceuticals, Inc. Dated as of January 22, 2013Merger Agreement • January 23rd, 2013 • MAP Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of January 22, 2013 (this “Agreement”), by and among Allergan, Inc., a Delaware corporation (“Parent”), Groundhog Acquisition, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (the “Purchaser”), and MAP Pharmaceuticals, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • January 23rd, 2013 • MAP Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT, dated as of January 22, 2013 (this “Agreement”), is made among Allergan, Inc., a Delaware corporation (“Parent”), Groundhog Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and each of the individuals or entities listed on a signature page hereto (each, a “Stockholder”). Capitalized terms used but not defined herein have the meanings set forth in the Agreement and Plan of Merger, dated as of the date of this Agreement (the “Merger Agreement”), among Parent, Purchaser and MAP Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
