AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger |
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HOLOGIC INC | HYDROGEN ACQUISITION, INC | R2 TECHNOLOGY, INC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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EXHIBIT 2.2
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
HOLOGIC, INC.,
HYDROGEN ACQUISITION, INC.
AND
R2 TECHNOLOGY, INC.
DATED: APRIL 24, 2006
TABLE OF CONTENTS
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RECITALS: |
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1 |
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ARTICLE I. THE MERGER; CLOSING |
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2 |
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1.1 |
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THE MERGER |
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2 |
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1.2 |
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EFFECTIVE TIME |
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2 |
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1.3 |
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EFFECTS OF THE MERGER |
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2 |
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1.4 |
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CERTIFICATE OF INCORPORATION OF SURVIVING CORPORATION |
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3 |
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1.5 |
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BYLAWS OF SURVIVING CORPORATION |
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3 |
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1.6 |
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OFFICERS AND DIRECTORS OF SURVIVING CORPORATION |
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3 |
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1.7 |
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CONVERSION OF SECURITIES |
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3 |
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1.8 |
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ADJUSTED MERGER CONSIDERATION; ESCROWED MERGER CONSIDERATION; DISSENTING SHARES |
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5 |
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1.9 |
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SURRENDER OF CERTIFICATES |
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8 |
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1.10 |
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NO FRACTIONAL SHARES; MULTIPLE CERTIFICATES |
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11 |
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1.11 |
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ESCROW AGREEMENT |
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11 |
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1.12 |
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STOCK TRANSFER BOOKS |
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11 |
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1.13 |
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STOCKHOLDER REPRESENTATIVE |
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11 |
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1.14 |
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ANCILLARY AGREEMENTS |
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12 |
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1.15 |
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TERMINATION OF STOCKHOLDER AGREEMENTS |
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13 |
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ARTICLE II. REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY |
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13 |
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2.1 |
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ORGANIZATION AND GOOD STANDING |
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13 |
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2.2 |
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AUTHORITY; NO CONFLICT |
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14 |
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2.3 |
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CAPITALIZATION |
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15 |
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2.4 |
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BOOKS, RECORDS AND ACCOUNTS; INTERNAL CONTROLS |
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16 |
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2.5 |
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FINANCIAL STATEMENTS |
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17 |
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2.6 |
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NO UNDISCLOSED LIABILITIES |
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17 |
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2.7 |
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TAXES |
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18 |
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2.8 |
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ACCOUNTS RECEIVABLE |
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19 |
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2.9 |
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REORGANIZATION TREATMENT |
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20 |
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2.10 |
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TITLE TO PROPERTIES; ENCUMBRANCES |
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21 |
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2.11 |
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CONDITION OF ASSETS |
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22 |
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2.12 |
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COMPLIANCE WITH LAWS; GOVERNMENTAL AUTHORIZATIONS |
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22 |
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2.13 |
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LEGAL PROCEEDINGS |
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22 |
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2.14 |
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ABSENCE OF CERTAIN CHANGES AND EVENTS |
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23 |
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2.15 |
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CONTRACTS; NO DEFAULTS |
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24 |
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2.16 |
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INSURANCE |
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26 |
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2.17 |
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ENVIRONMENTAL MATTERS |
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27 |
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2.18 |
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EMPLOYEES |
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28 |
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2.19 |
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EMPLOYEE BENEFITS |
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28 |
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2.20 |
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LABOR RELATIONS |
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31 |
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2.21 |
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INTELLECTUAL PROPERTY |
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32 |
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2.22 |
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CERTAIN PAYMENTS |
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34 |
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2.23 |
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RELATIONSHIPS WITH RELATED PERSONS |
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35 |
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2.24 |
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BROKERS OR FINDERS |
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35 |
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2.25 |
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CUSTOMER RELATIONSHIPS |
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35 |
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2.26 |
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SUPPLIERS |
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35 |
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2.27 |
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INVENTORIES |
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35 |
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2.28 |
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PRODUCT WARRANTIES; PRODUCT LIABILITY |
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36 |
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2.29 |
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FDA AND REGULATORY MATTERS; CLINICAL TRIALS |
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36 |
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2.30 |
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FINANCIAL SERVICE RELATIONS; POWERS OF ATTORNEY |
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38 |
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AGREEMENT AND PLAN OF MERGER |
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Page i |
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2.31 |
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COMPANY ACTION |
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38 |
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2.32 |
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COMPANY STOCKHOLDER VOTE REQUIRED |
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38 |
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2.33 |
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OUTSTANDING INDEBTEDNESS FOR BORROWED MONEY |
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38 |
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2.34 |
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INFORMATION SUPPLIED BY THE COMPANY |
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39 |
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2.35 |
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DISCLOSURE |
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39 |
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ARTICLE III. REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB |
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39 |
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3.1 |
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ORGANIZATION AND GOOD STANDING |
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39 |
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3.2 |
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AUTHORITY; NO CONFLICT |
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40 |
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3.3 |
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CAPITALIZATION; MERGER SHARES |
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41 |
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3.4 |
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FILINGS WITH THE SEC |
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41 |
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3.5 |
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RIGHTS AGREEMENT |
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42 |
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3.6 |
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BROKERS OR FINDERS |
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42 |
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3.7 |
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TAXES |
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42 |
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3.8 |
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REORGANIZATION TREATMENT |
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43 |
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3.9 |
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PARENT STOCKHOLDER VOTE REQUIRED |
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44 |
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ARTICLE IV. COVENANTS |
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44 |
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4.1 |
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NORMAL COURSE |
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44 |
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4.2 |
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CONDUCT OF BUSINESS |
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44 |
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4.3 |
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STOCKHOLDER APPROVAL |
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47 |
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4.4 |
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CERTAIN FILINGS |
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48 |
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4.5 |
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NOTIFICATION OF CERTAIN MATTERS |
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49 |
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4.6 |
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NO SOLICITATION |
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49 |
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4.7 |
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EMPLOYEE MATTERS |
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51 |
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4.8 |
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ACCESS TO INFORMATION; CONFIDENTIALITY |
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52 |
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4.9 |
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COMMERCIALLY REASONABLE EFFORTS; FURTHER ACTION |
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52 |
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4.10 |
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PROXY STATEMENT; PARENT STOCKHOLDER MEETING. |
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53 |
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4.11 |
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FINANCIAL INFORMATION AND ACCOUNTANTS CONSENTS |
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54 |
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4.12 |
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FAIRNESS HEARING, REGISTRATION OF SHARES |
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55 |
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4.13 |
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CAPITALIZATION CERTIFICATE |
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56 |
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4.14 |
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SECTION 280(G) |
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56 |
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4.15 |
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FOREIGN QUALIFICATION |
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57 |
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ARTICLE V. ADDITIONAL COVENANTS OF THE PARENT |
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57 |
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5.1 |
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CERTAIN FILINGS |
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57 |
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5.2 |
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LISTING OF MERGER SHARES |
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57 |
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5.3 |
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INDEMNIFICATION AND INSURANCE |
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57 |
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ARTICLE VI. CONDITIONS TO OBLIGATIONS OF PARENT AND MERGER SUB |
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58 |
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6.1 |
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REPRESENTATIONS AND WARRANTIES |
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58 |
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6.2 |
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PERFORMANCE OF COVENANTS |
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58 |
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6.3 |
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DISSENTING STOCKHOLDERS |
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59 |
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6.4 |
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COMPANY STOCKHOLDER APPROVAL |
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59 |
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6.5 |
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COMPANY MATERIAL ADVERSE EFFECT |
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59 |
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6.6 |
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UPDATED CERTIFICATE |
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59 |
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6.7 |
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PARENT STOCKHOLDER APPROVAL |
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59 |
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6.8 |
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NO GOVERNMENTAL OR OTHER PROCEEDING; ILLEGALITY |
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59 |
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6.9 |
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APPROVALS AND CONSENTS |
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59 |
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6.10 |
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NASDAQ LISTING |
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60 |
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6.11 |
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OPINION OF COUNSEL |
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60 |
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6.12 |
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FAIRNESS APPROVAL; EFFECTIVENESS OF REGISTRATION STATEMENT |
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60 |
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6.13 |
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OTHER DOCUMENTS |
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60 |
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ARTICLE VII. CONDITIONS TO OBLIGATIONS OF THE COMPANY |
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60 |
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7.1 |
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REPRESENTATIONS AND WARRANTIES |
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60 |
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AGREEMENT AND PLAN OF MERGER |
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7.2 |
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PERFORMANCE OF COVENANTS |
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61 |
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7.3 |
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PARENT STOCKHOLDER APPROVAL |
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61 |
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7.4 |
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PARENT CLOSING CERTIFICATE |
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61 |
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7.5 |
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COMPANY STOCKHOLDER APPROVAL |
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61 |
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7.6 |
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NASDAQ LISTING |
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61 |
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7.7 |
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NO GOVERNMENTAL OR OTHER PROCEEDING; ILLEGALITY |
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61 |
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7.8 |
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APPROVALS AND CONSENTS |
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62 |
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7.9 |
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OPINION OF COUNSEL |
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62 |
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7.10 |
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FAIRNESS APPROVAL; EFFECTIVENESS OF REGISTRATION STATEMENT |
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62 |
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ARTICLE VIII. TAX MATTERS |
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62 |
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8.1 |
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TAX FREE MERGER |
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62 |






