AGREEMENT AND PLAN OF MERGER Dated as of February 16, 2010 BY AND AMONG FOSTER THOMAS COMPANY AND PORTEC RAIL PRODUCTS, INC.Merger Agreement • February 17th, 2010 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania
Defined Term Location in Agreement Acceptance Time Section 6.3 Acquired Companies Section 3.1(b) Acquisition Co. Preamble Agreement Preamble Alternative Transaction Proposal Section 5.3(a) Benefit Plan Section 3.15 Business Day Section 1.4(a) Cash Amount Section 2.5(b) Certificates Section 2.6(b) Closing Section 2.3 Closing Date Section 2.3 Code Section 3.2(b) Company Preamble Company Benefit Plan Section 3.15 Company Board Recommendation Section 1.2(a) Company Common Stock Introduction Company Disclosure Letter Article 3 (preamble) Company Intellectual Property Section 3.13(a) Company Material Adverse Effect Section 3.1(a) Company Material Contract Section 3.14 Company Options Section 3.2(b) Company Permits Section 3.11 Company SEC Documents Section 3.8(a) Company Shareholder Meeting Section 6.1(a) Company Superior Proposal Section 5.3(d) Company's Form 10-K Section 3.10 Company's Stock Option Plan Section 3.2(b) Confidentiality, Non-disclosure and Exclusive Negotiation Agreement Sect
TENDER AND VOTING AGREEMENTTender and Voting Agreement • February 17th, 2010 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania
This TENDER AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of February 16, 2010, by and among L. B. Foster Company, a Pennsylvania corporation (“Parent”), Foster Thomas Company, a West Virginia corporation and wholly-owned subsidiary of Parent (“Acquisition Co.”), and the individual or entity identified on Schedule A attached hereto (the “Shareholder”).
