ARTICLE I THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 Merger Closing 1 Section 1.3 Effective Time 2 Section 1.4 Effect of the Merger 2 Section 1.5 Certificate of Incorporation and Bylaws; Directors and Officers 2 Section 1.6 Effect on Capital...Merger Agreement • May 23rd, 2017 • Bioverativ Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 22, 2017 (the “Agreement Date”), among Bioverativ Inc., a Delaware corporation (“Parent”), TITN Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), True North Therapeutics, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the Equityholders’ Representative. Parent, Merger Sub, the Company, and the Equityholders’ Representative are occasionally referred to herein as the “parties.”
