SUBSCRIPTION AGREEMENT AND PLAN OF MERGER by and among PROQUEST COMPANY, PROQUEST INFORMATION AND LEARNING COMPANY, PROQUEST CANADA/U.K. HOLDINGS, LLC, and I&L HOLDINGS, INC., I&L OPERATING LLC, CAMBRIDGE SCIENTIFIC ABSTRACTS, LIMITED PARTNERSHIP...Subscription Agreement and Plan of Merger • December 20th, 2006 • Proquest Co • Miscellaneous publishing • Delaware
SUBSCRIPTION AGREEMENT AND PLAN OF MERGER, dated as of December 14, 2006 (this “Agreement”), is by and among ProQuest Information and Learning Company, a Delaware corporation (the “U.S. Company”); I&L Holdings, Inc., a Delaware corporation (“Buyer Parent”); I&L Operating LLC, a Delaware limited liability company and wholly owned subsidiary of Buyer Parent (“Buyer Sub,” and with Buyer Parent, the “Buying Parties”); ProQuest Company (“Parent”), a Delaware Corporation; ProQuest Canada/U.K. Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Canada/U.K. LLC”); and, solely for purposes of Article V and Section 12.1, Cambridge Scientific Abstracts, Limited Partnership, a Maryland limited partnership (“Guarantor”). Parent, the Buying Parties and Guarantor may be referred to in this Agreement individually as a “Party” or collectively as “Parties.” Capitalized terms used herein shall have the meanings set forth in Article I unless otherwise defined herein
