Page ARTICLE 1 The Merger 1 1.1 The Merger 1 1.2 Tranche A and Tranche B 2 1.3 Anti-Dilution Provisions 3 ARTICLE 2 Effect of the Merger on the Capital Stock of the Constituent Corporations; Exchange of Certificates 3 2.1 Manner of Converting Shares 3...Agreement and Plan of Merger • August 2nd, 2002 • Guidant Corp • Surgical & medical instruments & apparatus • Indiana
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of this 30th day of July, 2002, between Guidant Corporation, an Indiana corporation (“Buyer”), Diane Acquisition Corporation, an Indiana corporation and a wholly owned subsidiary of Buyer (“Merger Subsidiary”), and Cook Group Incorporated, an Indiana corporation (the “Company”). Unless otherwise defined in this Agreement, definitions of initially capitalized terms used in this Agreement appear in the section of this Agreement identified in the Index of Defined Terms immediately following the Table of Contents.
