0001193125-04-019472 Sample Contracts

CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • February 11th, 2004 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • Nevada

This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of January 28, 2004 (this “Agreement”), is entered into by and among MEDICAL DEVICE ALLIANCE INC., a Nevada corporation (the “Company”), ARTHROCARE CORPORATION, a Delaware corporation (“Parent”), ALPHA MERGER SUB CORPORATION, a Nevada corporation (“Merger Sub”), Wells Fargo Bank, N.A. (the “Rights Agent”) and Frank Bumstead (the “Stockholders’ Agent”).

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AGREEMENT AND PLAN OF MERGER BY AND AMONG ARTHROCARE CORPORATION, ALPHA MERGER SUB CORPORATION and MEDICAL DEVICE ALLIANCE INC. Dated as of October 23, 2003
Agreement and Plan of Merger • February 11th, 2004 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • Nevada

AGREEMENT AND PLAN OF MERGER, dated as of October 23, 2003 (this “Agreement”), by and among ArthroCare Corporation, a corporation organized under, and governed by, the laws of the State of Delaware, whose address is 680 Vaqueros Avenue, Sunnyvale, California (“Parent”), Alpha Merger Sub Corporation, a corporation organized under, and governed by, the laws of the State of Nevada, whose address is 680 Vaqueros Avenue, Sunnyvale, California, and a wholly-owned subsidiary of Parent (“Merger Sub”), and Medical Device Alliance Inc., a corporation organized under, and governed by, the laws of the State of Nevada, whose address is 5851 West Charleston, Las Vegas, Nevada (the “Company”).

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