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DOCUMENT TITLE:  AGREEMENT AND PLAN OF MERGER .
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Clause Heading
2.1 - Merger.
2.2 - The Closing.
2.3 - Effective Time.
2.4 - Legal Effects of the Merger.
(a) - Articles of Incorporation.
(b) - Bylaws.
2.6 - Directors and Officers of the Surviving Entity.
3.1 - Conversion of Shares in the Merger.
(a) - TechniScan Common Stock.
(b) - TechniScan Options.
(c) - Merger Sub Shares.
(d) - Parent Common Stock.
3.2 - Surrender and Exchange of TechniScan Securities.
3.3 - Transfer Books; No Further Ownership Rights in TechniScan Common Stock.
3.4 - No Fractional Shares for Parent Common Stock.
3.5 - Dissenting Shares.
ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF TECHNISCAN
4.1 - Organization and Standing.
4.2 - Corporate Power.
4.3 - Authorization.
4.4 - Subsidiaries.
4.5 - Noncontravention.
4.6 - Capitalization.
4.9 - Material Agreements.
4.10 - Intellectual Property.
4.7 - Financial Statements.
4.8 - Absence of Certain Changes or Events.
4.11 - Title to Properties and Assets; Liens.
4.12 - Compliance with Laws.
4.13 - Litigation.
4.14 - Governmental Consents.
4.15 - Permits.
4.16 - Brokers or Finders.
4.17 - Tax Returns and Payments.
4.18 - Employees.
4.19 - Employee Benefit Plans.
4.20 - Obligations of Management.
4.21 - Obligations to Related Parties.
4.22 - Environmental Laws.
4.23 - Internal Controls.
4.24 - Customers and Suppliers.
4.25 - Products; Product Warranties; Product Liability.
4.26 - Absence of Certain Commercial Practices.
4.27 - Disclosure.
ARTICLE V - REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB
5.1 - Organization and Standing.
5.2 - Corporate Power.
5.3 - Authorization.
5.4 - Authorized Securities.
5.5 - Noncontravention.
5.6 - Capitalization.
5.10 - Governmental Consents.
5.11 - Permits.
5.12 - Brokers or Finders.
5.7 - SEC Reports; Financial Statements.
5.8 - Compliance with Laws.
5.9 - Litigation.
5.13 - Tax Returns and Payments.
5.14 - Employee Benefit Plans.
5.15 - Obligations to Related Parties.
5.16 - Environmental Laws.
5.17 - No Assets; No Liabilities.
5.18 - Operations of Merger Sub.
5.19 - Trading Matters.
5.20 - Disclosure.
6.1 - Tax-Free Reorganization.
6.2 - Transaction Form 8-K; Other Filings.
6.3 - Parent Directors.
6.4 - Parent Officers.
6.5 - Further Assurances.
6.6 - Notices and Consents.
6.8 - Post-Closing Restructuring.
6.9 - TechniScan Shareholder Approval.
6.10 - Notice of Developments.
7.1 - Survival; Timing of Claims.
7.2 - Indemnification.
7.3 - Sole Remedy.
7.4 - Mitigation.
7.5 - Waiver of Damage.
7.6 - Right to Indemnification Not Affected by Knowledge or Waiver.
8.1 - Successors and Assigns.
8.2 - Counterparts.
8.3 - Notices.
8.4 - Amendments.
8.5 - Enforceability; Severability.
8.6 - Governing Law.
8.7 - Waiver of Jury Trial.
8.8 - No Third Party Beneficiaries.
8.9 - Entire Agreement.
8.10 - Waivers.
8.11 - No Strict Construction.
8.12 - Expenses.
8.13 - Construction.
8.14 - Arms Length Negotiations.