AGREEMENT AND PLAN OF MERGER among CDRT Acquisition Corporation CDRT Merger Sub, Inc. and Emergency Medical Services Corporation Dated as of February 13, 2011Merger Agreement • February 23rd, 2011 • CD&R Associates VIII, Ltd. • Local & suburban transit & interurban hwy passenger trans • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of February 13, 2011 (this “Agreement”), among CDRT Acquisition Corporation, a Delaware corporation (“Parent”), CDRT Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), and Emergency Medical Services Corporation, a Delaware corporation (the “Company”).
UNITHOLDERS AGREEMENTUnitholders Agreement • February 23rd, 2011 • CD&R Associates VIII, Ltd. • Local & suburban transit & interurban hwy passenger trans • Delaware
UNITHOLDERS AGREEMENT (this “Agreement”), dated as of February 13, 2011, by and among CDRT Acquisition Corporation, a Delaware corporation (“Parent”), CDRT Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), Emergency Medical Services Corporation, a Delaware corporation (the “Company”), Emergency Medical Services L.P., a Delaware limited partnership (“EMS LP”), Onex Corporation, a corporation existing under the laws of Canada, solely in its capacity as Trustee (the “Trustee”) under the Voting and Exchange Trust Agreement, dated as of December 20, 2005, among the Company, EMS LP and the Trustee (the “Trust Agreement”), and the limited partners of EMS LP listed on the signature pages hereto (each a “Limited Partner”).
Joint Filing AgreementJoint Filing Agreement • February 23rd, 2011 • CD&R Associates VIII, Ltd. • Local & suburban transit & interurban hwy passenger trans
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
