AMENDMENT NO. 3 TO THE RIGHTS AGREEMENTThe Rights Agreement • July 11th, 2005 • Ims Health Inc • Services-computer processing & data preparation
Amendment No. 3, dated as of July 10, 2005 (this "Amendment"), to the Rights Agreement, dated as of June 15, 1998 (the "Rights Agreement"), between IMS Health Incorporated, a Delaware corporation (the "Company"), and EquiServe Trust Company, N.A., formerly known as First Chicago Trust Company of New York, as Rights Agent (the "Rights Agent").
AGREEMENT AND PLAN OF MERGER among VNU N.V., ISAAC ACQUISITION CORP. and IMS HEALTH INCORPORATED Dated as of July 10, 2005Ims Health Incorporated • July 11th, 2005 • Ims Health Inc • Services-computer processing & data preparation • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of July 10, 2005 (this "Agreement"), among (i) VNU N.V., a limited liability company with corporate seat in Haarlem, the Netherlands ("Parent"), (ii) Isaac Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Holdings ("Merger Sub"), (iii) IMS Health Incorporated, a Delaware corporation (the "Company"), (iv) solely for purposes of Article II, Isaac Holding Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Holdings"), and (v) solely for purposes of Sections 6.1(b), 6.16(a) and 6.16(b), the foundation under Dutch Law Stichting tot Beheer van de Prioriteitsaandelen in VNU NV, holder of all issued and outstanding Priority Shares of Parent (the "Priority Foundation").
