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EXHIBIT A
 
 
 
 
 
 
 
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7422

EXHIBIT A

PLAN OF MERGER

University of Virginia/HealthSouth II, LLC, is a Virginia limited liability company whose sole member is The Rector and Visitors of the University of Virginia, which has determined that it is advisable that University of Virginia/HealthSouth II, LLC be merged with and into The Rector and Visitors of the University of Virginia, a non-stock, public corporation and agency of the Commonwealth of Virginia existing under the laws of the Commonwealth of Virginia.

  • 1. Procedure for the Merger: The closing of the transactions contemplated by this Plan of Merger shall take place in or about November 2007, or on such other date as the Executive Vice President and Chief Operating Officer of the University of Virginia, acting on behalf of the University and University of Virginia/HealthSouth II, LLC, may determine. At the closing, University of Virginia/HealthSouth II LLC shall be merged into The Rector and Visitors of the University of Virginia.

  • 2. Surviving Corporation: The Rector and Visitors of the University of Virginia shall be the surviving corporation.

  • 3. Effect on Membership Interests in University of Virginia/HealthSouth II, LLC: All membership interests in the University of Virginia/HealthSouth II, LLC are held by The Rector and Visitors of the University of Virginia. When the Merger becomes effective, all membership interests in the University of Virginia/HealthSouth II, LLC shall be cancelled, and the separate existence of the University of Virginia/HealthSouth II, LLC shall cease.


7423

The Executive Committee of the Board was polled by telephone on September 28th, and asked to approve the 2008-2014 Six-Year Institutional Plan. By unanimous consent, the Committee adopted the following resolution: