Re: Transaction Bonus Award AgreementTransaction Bonus Award Agreement • August 29th, 2017 • Advisory Board Co • Services-management services
On behalf of The Advisory Board Company (the “Company”), I am pleased to inform you that, pursuant to the terms of this letter agreement (the “Award Agreement”), you are eligible to receive a transaction bonus in the form of a cash payment pursuant to the terms set forth herein (the “Transaction Bonus”). This Transaction Bonus is intended to recognize your ongoing contributions toward, and ensure your continued best efforts to ensure optimal corporate performance through, the consummation of the transactions contemplated by the Stock and Asset Purchase Agreement, dated [●] [●], 2017, by and between the Company, Avatar Holdco, LLC and Avatar Purchaser, Inc. (collectively, “Education Buyer”), pursuant to which the Company will sell its education business to Education Buyer (the “Education Transaction”) and the Agreement and Plan of Merger, dated [●] [●], 2017, by and between the Company, OptumInsight, Inc., a Delaware corporation (“OptumInsight”), and Apollo Merger Sub, Inc., a Delaware
AGREEMENT AND PLAN OF MERGER by and among THE ADVISORY BOARD COMPANY, OPTUMINSIGHT, INC. and APOLLO MERGER SUB, INC. Dated as of August 28, 2017Merger Agreement • August 29th, 2017 • Advisory Board Co • Services-management services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 28, 2017, is by and among The Advisory Board Company, a Delaware corporation (the “Company”), OptumInsight, Inc., a Delaware corporation (“Parent”), and Apollo Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and, together with the Company and Parent, the “Parties”).
