AGREEMENT AND PLAN OF MERGER by and among SAGA GROUP LIMITED, AHL ACQUISITION CORP. and ALLIED HEALTHCARE INTERNATIONAL INC. Dated as of July 28, 2011Agreement and Plan of Merger • August 1st, 2011 • Allied Healthcare International Inc • Services-home health care services • New York
AGREEMENT AND PLAN OF MERGER, dated as of July 28, 2011 (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”), by and among Saga Group Limited, a corporation organized under the laws of England and Wales (“Parent”), AHL Acquisition Corp., a New York corporation (“Acquisition Sub”), and Allied Healthcare International Inc., a New York corporation (the “Company”).
AMENDMENT NO. 3 TO RIGHTS AGREEMENTRights Agreement • August 1st, 2011 • Allied Healthcare International Inc • Services-home health care services • New York
This Amendment No. 3 to Rights Agreement (this “Amendment”), dated as of July 28, 2011, is entered into by Allied Healthcare International Inc., a New York corporation (the “Company”), and Computershare Trust Company, N.A., a federally-charted trust company, as rights agent (the “Rights Agent”), and amends the Rights Agreement, dated as of April 2, 2009, between the Company and the Rights Agent, as amended by Amendment No. 1 to Rights Agreement, dated March 10, 2010 and Amendment No. 2 to Rights Agreement, dated May 10, 2010 (as amended, the “Rights Agreement”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Rights Agreement.
