AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 21st, 2006 • Emdeon Corp • Services-computer processing & data preparation • New York
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 15, 2006, among EMDEON CORPORATION, a Delaware corporation (“Parent”), EBS HOLDCO, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Holdco 1”), EBS MASTER LLC, a Delaware limited liability company the sole member of which is Holdco 1 (“Master LLC”), EMDEON BUSINESS SERVICES LLC, a Delaware limited liability company the sole member of which is Master LLC (“EBS LLC”), MEDIFAX-EDI HOLDING COMPANY, a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Medifax”), EBS ACQUISITION LLC, a Delaware limited liability company (the “Purchaser”), GA EBS MERGER LLC, a Delaware limited liability company the sole member of which is the Purchaser (“Merger LLC”), and EBS MERGER CO., a Delaware corporation and a wholly owned subsidiary of Merger LLC (“Merger Co”).
