AGREEMENT AND PLAN OF MERGER dated as of October 11, 2005 by and among TEAM HEALTH HOLDINGS, L.L.C., TEAM HEALTH, INC., TEAM FINANCE LLC TEAM HEALTH MERGERSUB, INC., ENSEMBLE PARENT LLC and ENSEMBLE ACQUISITION LLCMerger Agreement • October 17th, 2005 • Team Health Inc • Services-misc health & allied services, nec • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 11, 2005 is made by and among Team Health Holdings, L.L.C., a Delaware limited liability company (the “Company”), Team Health, Inc., a Tennessee corporation and majority-owned subsidiary of the Company (“Team”), Team Finance LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Team Finance”), Team Health MergerSub, Inc., a Tennessee corporation and a wholly-owned subsidiary of Team Finance (“Team MergerSub”), Ensemble Parent LLC, a Delaware limited liability company (“Purchaser”), and Ensemble Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of Purchaser (“PurchaserSub”). Certain capitalized terms used herein have the meanings set forth in Article 10.
