AGREEMENT AND PLAN OF MERGER Among GENTIVA HEALTH SERVICES, INC. And KINDRED HEALTHCARE, INC. And KINDRED HEALTHCARE DEVELOPMENT 2, INC. Dated as of October 9, 2014 (October 14th, 2014)
This Agreement and Plan of Merger (this Agreement), is entered into as of October 9, 2014, by and among Gentiva Health Services, Inc., a Delaware corporation (the Company), Kindred Healthcare, Inc., a Delaware corporation (Parent), and Kindred Healthcare Development 2, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (Merger Sub). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.
AGREEMENT AND PLAN OF MERGER BY AND AMONG GENTIVA HEALTH SERVICES, INC., JAVELIN MERGER SUB, INC., JAVELIN HEALTHCARE HOLDINGS, LLC, HARDEN HEALTHCARE HOLDINGS, INC., R. STEVEN HICKS, IN HIS CAPACITY AS STOCKHOLDER REPRESENTATIVE, THE SECURITYHOLDERS NAMED HEREIN, AND CTLTC REAL ESTATE, LLC Dated as of September 18, 2013 (September 20th, 2013)
WHEREAS, upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL and the DLLC (together with the DGCL, Delaware Law), Parent, Merger Sub, LLC Sub and the Company will enter into a business combination transaction pursuant to which Merger Sub will merge with and into the Company (the First Merger), with the Company as the surviving corporation (the Surviving Corporation), and then immediately after the First Merger and as a part of an integrated plan, the Surviving Corporation will merge with and into LLC Sub (the Second Merger, and together with the First Merger, the Mergers), with LLC Sub as the surviving entity (the Surviving LLC, and together with the Surviving Corporation, the Surviving Company);