AGREEMENT AND PLAN OF MERGER BY AND AMONG GENTIVA HEALTH SERVICES, INC., JAVELIN MERGER SUB, INC., JAVELIN HEALTHCARE HOLDINGS, LLC, HARDEN HEALTHCARE HOLDINGS, INC., R. STEVEN HICKS, IN HIS CAPACITY AS STOCKHOLDER REPRESENTATIVE, THE SECURITYHOLDERS...Merger Agreement • September 20th, 2013 • Gentiva Health Services Inc • Services-home health care services • New York
WHEREAS, upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL and the DLLC (together with the DGCL, “Delaware Law”), Parent, Merger Sub, LLC Sub and the Company will enter into a business combination transaction pursuant to which Merger Sub will merge with and into the Company (the “First Merger”), with the Company as the surviving corporation (the “Surviving Corporation”), and then immediately after the First Merger and as a part of an integrated plan, the Surviving Corporation will merge with and into LLC Sub (the “Second Merger,” and together with the First Merger, the “Mergers”), with LLC Sub as the surviving entity (the “Surviving LLC,” and together with the Surviving Corporation, the “Surviving Company”);
