STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • September 22nd, 2005 • CCC Information Services Group Inc • Services-computer programming, data processing, etc. • Delaware
STOCKHOLDERS’ AGREEMENT, dated as of September 21, 2005 (this “Agreement”), among COUGAR HOLDINGS, INC., a Delaware corporation (“Buyer”), and each of the stockholders of CCC INFORMATION SERVICES GROUP INC., a Delaware corporation (the “Company”), whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG COUGAR HOLDINGS, INC., COUGAR MERGER SUB, INC., AND CCC INFORMATION SERVICES GROUP INC.Agreement and Plan of Merger • September 22nd, 2005 • CCC Information Services Group Inc • Services-computer programming, data processing, etc. • Delaware
The respective Boards of Directors of each of Buyer, Merger Sub and the Company have unanimously (i) approved, and declared advisable and in the best interests of Buyer, Merger Sub and the Company and their respective stockholders, the merger of Merger Sub with and into the Company (the “Merger”) in accordance with the provisions of the Delaware General Corporation Law, as amended (the “DGCL”), and subject to the terms and conditions of this Agreement and (ii) approved this Agreement.
