AGREEMENT AND PLAN OF MERGER AMONG PAREXEL INTERNATIONAL CORPORATION LIMA INTERNATIONAL CORPORATION, LIQUENT, INC. THE PRINCIPAL STOCKHOLDERS OF LIQUENT, INC. (NAMED HEREIN) AND ML SELLER REP LLC, SOLELY IN ITS CAPACITY AS REPRESENTATIVE Dated as of...Agreement and Plan of Merger • December 27th, 2012 • Parexel International Corp • Services-commercial physical & biological research • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of December 21, 2012 (this “Agreement”), among PAREXEL International Corporation, a Delaware corporation (“Parent”), Lima International Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), Liquent, Inc., a Delaware corporation (the “Company”), solely for purposes of Sections 2.07, 2.13, 3.03, 3.04, and Articles VIII and IX hereof, Liquent Acquisition, LLC, Richard Riegel, and David Pincus (each a “Principal Stockholder” and, collectively, the “Principal Stockholders”), and ML SELLER REP LLC (the “Securityholders’ Representative”), solely in its capacity as Securityholders’ Representative. Parent, Purchaser, the Company, the Principal Stockholders and the Securityholders’ Representative are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
BANK OF AMERICA, N.A. Boston, Massachusetts 02110 December 20, 2012Parexel International Corp • December 27th, 2012 • Services-commercial physical & biological research
BANK OF AMERICA, N.A. (the “Lender”) is pleased to make available to PAREXEL International Corporation, a Massachusetts corporation (the “Borrower”), a term loan on the terms and subject to the conditions set forth below. Terms not defined herein have the meanings assigned to them in Exhibit A hereto.
