AGREEMENT AND PLAN OF MERGER by and among LEVITRONIX LLC, LEVITRONIX TECHNOLOGIES LLC, PHAROS, LLC, the Sellers named herein, the Consenting Parent Equity Holders named herein, PHAROS, LLC, as the Seller Representative, THORATEC CORPORATION, as the...Agreement and Plan of Merger • November 7th, 2011 • Thoratec Corp • Electromedical & electrotherapeutic apparatus • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of August 3, 2011, by and among Thoratec Corporation, a California corporation (“Purchaser”), Revere Merger Sub, LLC, a Delaware limited liability company and wholly owned Subsidiary of Purchaser (“Transitory Subsidiary”), Pharos, LLC, a Delaware limited liability company (“Parent”), Levitronix LLC, a Delaware limited liability company and Subsidiary of Parent (the “Company”), Levitronix Technologies LLC, a Delaware limited liability company and Subsidiary of Parent (the “Parent Sub”), the Persons listed on Exhibit A attached hereto (each, along with Parent, “Seller” and, collectively, “Sellers”) and, in the capacity of “Seller Representative” pursuant to this Agreement, Parent. The Persons listed on Exhibit B hereto (each a “Consenting Parent Equity Holder” and, collectively, the “Consenting Parent Equity Holders”) join this Agreement solely for purposes of being bound by Article VIII hereof.
