AGREEMENT AND PLAN OF MERGER among SJM International, Inc., Spyder Merger Corporation, St. Jude Medical, Inc., and Thoratec Corporation Dated as of July 21, 2015Merger Agreement • July 22nd, 2015 • Thoratec Corp • Electromedical & electrotherapeutic apparatus • California
THIS AGREEMENT AND PLAN OF MERGER, dated as of July 21, 2015 (this “Agreement”), is entered into by and among SJM International, Inc., a Delaware corporation (“Parent”), Spyder Merger Corporation, a California corporation and a wholly-owned Subsidiary of Parent (the “Merger Sub”), and Thoratec Corporation, a California corporation (the “Company”). All capitalized terms used in this Agreement will have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement. St. Jude Medical, Inc., a Minnesota corporation (“Ultimate Parent”), is a party to this Agreement solely with respect to the performance of its obligations under Section 2.2(g), Section 2.4, Section 4.7, Section 5.8, Section 5.15 and Section 8.16.
VOTING AGREEMENTVoting Agreement • July 22nd, 2015 • Thoratec Corp • Electromedical & electrotherapeutic apparatus • California
VOTING AGREEMENT, dated as of July 21, 2015 (this “Agreement”), among SJM International, Inc., a Delaware corporation (“Parent”), and the shareholders of Thoratec Corporation, a California corporation (the “Company”), listed on Schedule A hereto (each, a “Shareholder” and, collectively, the “Shareholders”).
