Letterhead of Pepper Hamilton LLP]Agreement and Plan of Merger • January 23rd, 2007 • Navteq Corp • Services-prepackaged software
Contract Type FiledJanuary 23rd, 2007 Company IndustryPursuant to the Agreement and Plan of Merger, dated as of November 5, 2006 (the “Agreement”), by and among NAVTEQ Corporation, a Delaware corporation (“Parent”), NAVTEQ Holdings B.V., a corporation organized under the laws of The Netherlands and a wholly-owned subsidiary of Parent (“BV Sub”), NAVTEQ Holdings Delaware, Inc., a Delaware corporation and a wholly-owned subsidiary of BV Sub (“Merger Sub”), and Traffic.com, Inc., a Delaware corporation (the “Company”), the Company is to merge with and into Merger Sub with Merger Sub surviving (the “Merger”). Capitalized terms not otherwise defined in this opinion have the meanings ascribed to such terms in the Agreement.
Letterhead of Pepper Hamilton LLP]Agreement and Plan of Merger • December 21st, 2006 • Navteq Corp • Services-prepackaged software
Contract Type FiledDecember 21st, 2006 Company IndustryPursuant to the Agreement and Plan of Merger, dated as of November 5, 2006 (the “Agreement”), by and among NAVTEQ Corporation, a Delaware corporation (“Parent”), NAVTEQ Holdings B.V., a corporation organized under the laws of The Netherlands and a wholly-owned subsidiary of Parent (“BV Sub”), NAVTEQ Holdings Delaware, Inc., a Delaware corporation and a wholly-owned subsidiary of BV Sub (“Merger Sub”), and Traffic.com, Inc., a Delaware corporation (the “Company”), the Company is to merge with and into Merger Sub with Merger Sub surviving (the “Merger”). Capitalized terms not otherwise defined in this opinion have the meanings ascribed to such terms in the Agreement.