AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 16th, 2010 • Health Grades Inc • Services-business services, nec • Delaware
This AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER, dated as of September 15, 2010 (this “Amendment”), is made by and among MOUNTAIN ACQUISITION CORP., a Delaware corporation (“Parent”), MOUNTAIN MERGER SUB CORP., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), MOUNTAIN ACQUISITION HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), and HEALTH GRADES, INC., a Delaware corporation (the “Company”). Each of Parent, Merger Sub, Holdings and the Company are referred to herein as a “Party” and together as “Parties.”
AMENDMENT NO. 1 TO TENDER AND SUPPORT AGREEMENTTender and Support Agreement • September 16th, 2010 • Health Grades Inc • Services-business services, nec • Delaware
This AMENDMENT NO. 1 TO TENDER AND SUPPORT AGREEMENT, dated as of September 15, 2010 (this “Amendment”), is made by and among MOUNTAIN ACQUISITION CORP., a Delaware corporation (“Parent”), MOUNTAIN MERGER SUB CORP., a Delaware corporation and a direct, wholly-owned Subsidiary of Parent (“Merger Sub”), HEALTH GRADES, INC., a Delaware corporation (the “Company”), and [Executive Name] (“Stockholder”). Each of Parent, Merger Sub, the Company and Stockholder are referred to herein as a “Party” and together as “Parties.”
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • September 16th, 2010 • Health Grades Inc • Services-business services, nec
This memorandum of understanding (“MOU”) is entered into as of September 15, 2010, by and among the parties (by and through their respective undersigned counsel) in the following actions: the action in the Delaware Court of Chancery captioned Peter P. Weigard v. Hicks, C.A. et al., No. 5732-VCS; and the action in the Delaware Court of Chancery captioned Tove Forgo v. Health Grades, Inc., et al C.A. No. 5716-VCS. This MOU is intended to be and is a binding agreement among the parties. This MOU outlines the general terms of the Settlement (as defined herein) that are to be embodied, together with such other consistent terms as may be agreed by the parties hereto, in a Stipulation (as defined herein) to be submitted for court approval as provided herein.
