AGREEMENT AND PLAN OF MERGERMerger Agreement • December 9th, 1999 • Gleason Reporting Group • Machine tools, metal cutting types • Delaware
AMONGStockholders Agreement • December 9th, 1999 • Gleason Reporting Group • Machine tools, metal cutting types • Delaware
EXHIBIT 49 ASSIGNMENT AND ASSUMPTION AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of February 17, 2000 (this "Agreement"), by and among Gleason Corporation, a Delaware corporation (the "Company"), Torque Acquisition Co., L.L.C., a Delaware...Assignment and Assumption Agreement • February 24th, 2000 • Gleason Reporting Group • Machine tools, metal cutting types • Delaware
RECITALSRights Agreement • December 16th, 1999 • Gleason Reporting Group • Machine tools, metal cutting types • Delaware
1 UNIT PURCHASE AGREEMENT THIS UNIT PURCHASE AGREEMENT ("Agreement"), dated as of November 29, 1999, is by and between Vestar Capital Partners IV, L.P. ("Vestar") and Torque Acquisition Co., L.L.C. ("Acquisition Co."). All capitalized terms used...Unit Purchase Agreement • December 9th, 1999 • Gleason Reporting Group • Machine tools, metal cutting types
MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT ("Agreement") is made as of this ___th day of ___________, 2000 (the "Effective Date") among Gleason Corporation, a Delaware corporation (the "Company"), and Vestar Capital Partners, a Delaware general...Management Agreement • December 16th, 1999 • Gleason Reporting Group • Machine tools, metal cutting types • New York
1 The undersigned, the Non Exempt Trust for the benefit of James S. Gleason under Article Third (F) of the Trust Under Agreement dated March 8, 1989, with Lawrence C. Gleason (the "Stockholder"), hereby acknowledges that, concurrently with the...Merger Agreement • December 9th, 1999 • Gleason Reporting Group • Machine tools, metal cutting types
1 MANAGEMENT SUBSCRIPTION AGREEMENT TERM SHEET Terms not otherwise defined herein have the meaning given to them in that certain Stockholders Agreement dated as of November 29, 1999 among Gleason Corporation and certain of its Stockholders.Management Subscription Agreement • December 9th, 1999 • Gleason Reporting Group • Machine tools, metal cutting types
1 FORM OF SEVERANCE AGREEMENTSeverance Agreement • December 9th, 1999 • Gleason Reporting Group • Machine tools, metal cutting types • New York
2 3 event, new certificates therefor shall be issued by the Company to and in the name of the Voting Trustees. Such new certificates, and any other certificates for shares of Common Stock issued to the Voting Trustees pursuant to this Agreement, shall...Voting Trust Agreement • December 9th, 1999 • Gleason Reporting Group • Machine tools, metal cutting types • Delaware
2 3 (b) This Agreement has been duly and validly executed and delivered by Acquisition Company and, assuming its due authorization, execution and delivery by the Foundation, constitutes a valid, binding and enforceable agreement of Acquisition Company.Foundation Agreement • December 9th, 1999 • Gleason Reporting Group • Machine tools, metal cutting types • Delaware
