AMENDMENT NO. 2 TO AGREEMENT
AND PLAN OF MERGER
This
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER , dated as
of September 12, 2008 (this “ Amendment ”),
is between WebMD Health Corp., a Delaware corporation (“
WebMD ”), and HLTH Corporation, a Delaware corporation
(“ HLTH ”).
WHEREAS , the parties hereto are parties to that certain
Agreement and Plan of Merger, dated as of February 20, 2008
(as amended by Amendment No. 1 to Agreement and Plan of
Merger, dated as of May 6, 2008, the “ Merger
Agreement ”);
WHEREAS , WebMD desires to enter into the MTS Agreement (as
defined below) pursuant to which, upon closing of the transactions
contemplated by the MTS Agreement, WebMD shall pay the MTS
Consideration;
WHEREAS , pursuant to Section 6.02 of the Merger
Agreement, the HLTH Board has consented to WebMD’s entering
into and performing the MTS Agreement, on the condition that the
definition of “Available Cash” in the Merger Agreement
be amended as provided herein;
WHEREAS , WebMD and HLTH desire to amend the Merger
Agreement pursuant to Section 9.04 thereof to the extent
provided herein;
WHEREAS , the HLTH Board has unanimously (i) approved
and declared advisable this Amendment and the transactions
contemplated hereby, (ii) declared that it is in the best
interests of the holders of HLTH Common Stock that HLTH enter into
this Amendment, (iii) directed that the adoption of the Merger
Agreement, as amended by this Amendment (as so amended, the “
Amended Merger Agreement ”) be submitted to a vote at
a meeting of the holders of HLTH Common Stock, and (iv) recommended
that the holders of HLTH Common Stock adopt the Amended Merger
Agreement;
WHEREAS , the WebMD Board, subject to the approval of the
Special Committee pursuant to Section 9.04 of the Merger Agreement,
has unanimously (i) approved and declared advisable this
Amendment and the transactions contemplated hereby,
(ii) declared that it is in the best interests of the holders
of WebMD Common Stock that WebMD enter into this Amendment,
(iii) directed that the adoption of the Amended Merger
Agreement be submitted to a vote at a meeting of the holders of
WebMD Common Stock, and (iv) recommended that the holders of
WebMD Common Stock adopt the Amended Merger Agreement;
WHEREAS , the Special Committee has unanimously approved
this Amendment; and
WHEREAS , the Merger Agreement has not yet been submitted
for adoption to a vote at a meeting of the holders of HLTH Common
Stock or the holders of WebMD Common Stock;
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