AGREEMENT AND PLAN OF MERGER by and among GIVEN IMAGING LTD., ORIDION MEDICAL 1987 LTD., ORIDION SYSTEMS LTD., COVIDIEN ISRAEL HOLDINGS LTD., BELINOM LTD. and MAZOR ROBOTICS LTD. Dated as of September 20, 2018Agreement and Plan of Merger • September 24th, 2018 • Mazor Robotics Ltd. • Surgical & medical instruments & apparatus
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 20, 2018 by and among Given Imaging Ltd., a company organized under the laws of the State of Israel (“Parent 1”), Oridion Medical 1987 Ltd., a company organized under the laws of the State of Israel (“Parent 2”), Oridion Systems Ltd., a company organized under the laws of the State of Israel (“Parent 3”), Covidien Israel Holdings Ltd., a company organized under the laws of the State of Israel (“Parent 4” and together with Parent 1, Parent 2 and Parent 3, collectively and individually, the “Parent”), Belinom Ltd., a company organized under the laws of the State of Israel and a wholly‑owned subsidiary of Parent (“Merger Sub”), and Mazor Robotics Ltd., a company organized under the laws of the State of Israel (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.
GUARANTYGuaranty • September 24th, 2018 • Mazor Robotics Ltd. • Surgical & medical instruments & apparatus
GUARANTY dated as of September 20, 2018 (this “Guaranty”) by Covidien International Finance S.A., a company organized under the laws of Luxembourg, and having its principal place of business at Bd. Prince Henri 3b, 4th Floor, Luxembourg L-1724 (the “Guarantor”), and Mazor Robotics Ltd., a company organized under the laws of the State of Israel (the “Company”).
