0000950135-07-007896 Sample Contracts

VOTING AGREEMENT
Voting Agreement • December 28th, 2007 • Cardinal Health Partners Lp • Services-prepackaged software • Delaware

VOTING AGREEMENT, dated as of December 18, 2007 (this “Agreement”), among the stockholders listed on Schedule A attached hereto (each, a “Holder” and collectively, the “Holders”), VISICU, INC., a Delaware corporation (the “Company”), PHILIPS HOLDING USA INC., a Delaware corporation (“Parent”), and ICE MERGER SUB, INC., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”).

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AGREEMENT AND PLAN OF MERGER among ICE, PHILIPS HOLDING USA INC. and ICE MERGER SUB, INC. Dated as of December 18, 2007
Agreement and Plan of Merger • December 28th, 2007 • Cardinal Health Partners Lp • Services-prepackaged software • Delaware

AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of December 18, 2007, among Visicu, Inc., a Delaware corporation (the “Company”), Philips Holding USA Inc., a Delaware corporation (“Parent”), and Ice Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub,” the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”).

AGREEMENT
Agreement • December 28th, 2007 • Cardinal Health Partners Lp • Services-prepackaged software

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Visicu, Inc.

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