AGREEMENT AND PLAN OF MERGER BY AND AMONG CHAMBERLIN EDMONDS HOLDINGS, INC. As the Company, CHAMBERLIN EDMONDS & ASSOCIATES, INC. As CEA, MEDIFAX MERGER SUB INC. As Merger Sub, MEDIFAX CEA MERGER SUB INC. As CEA Merger Sub, MEDIFAX-EDI HOLDING COMPANY...Agreement and Plan of Merger • September 8th, 2010 • Emdeon Inc. • Services-business services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 3, 2010, by and among Medifax-EDI Holding Company, a Delaware corporation (“Parent”), Medifax Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Medifax CEA Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“CEA Merger Sub”), Chamberlin Edmonds Holdings, Inc., a Delaware corporation (the “Company”), Chamberlin Edmonds & Associates, Inc., a Delaware corporation (“CEA”), and CEA Rep, LLC, a Delaware limited liability company, as the representative of the Former Securityholders (the “Securityholders’ Representative”).
