AGREEMENT AND PLAN OF MERGER BY AND AMONG UNITED SURGICAL PARTNERS INTERNATIONAL, INC. PEAK ASC ACQUISITION CORP. AND SURGIS, INC. Dated as of January 27, 2006Merger Agreement • January 31st, 2006 • United Surgical Partners International Inc • Services-general medical & surgical hospitals, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement"”) is made and entered into as of January 27, 2006 by and among United Surgical Partners International, Inc., a Delaware corporation (“Parent”), Peak ASC Acquisition Corp., a Delaware corporation and wholly-owned indirect subsidiary of Parent (“Merger Sub”), and Surgis, Inc., a Delaware corporation (“Company”):
CONSENT AND SUPPORT AGREEMENTConsent and Support Agreement • January 31st, 2006 • United Surgical Partners International Inc • Services-general medical & surgical hospitals, nec • Delaware
CONSENT AND SUPPORT AGREEMENT, dated as of January 27, 2006 (this “Agreement”), by and among United Surgical Partners International, Inc., a Delaware corporation (“Parent”), New Mountain Partners, L.P., a Delaware limited partnership (“New Mountain Partners”), and New Mountain Affiliated Investors, L.P., a Delaware limited partnership (together with New Mountain Partners, each a “Stockholder” and collectively, the “Stockholders”). Defined terms used in this Agreement that are not defined herein shall have the meanings provided for such terms in the Merger Agreement referred to below.
