AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 19th, 2011 • USMD Holdings, Inc. • Services-general medical & surgical hospitals, nec • Texas
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 15, 2011, is by and among USMD Holdings, Inc., a Delaware corporation (“Holdings”), UANT Ventures, L.L.P., a Texas limited liability partnership, (“Ventures”), UANT Acquisition Company No. 2, L.L.C., a Texas limited liability company and a wholly-owned subsidiary of Ventures (“Merger Sub”) and Impel Management Services, L.L.C., a Texas limited liability company (“Impel”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Article VIII herein.
