AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 14, 1996 BY AND AMONG CHO HOLDINGS INC., CHO ACQUISITION INC. AND ANDROS INCORPORATEDMerger Agreement • February 21st, 1996 • Andros Inc • Measuring & controlling devices, nec • Delaware
February 14, 1996 CHO Holdings Inc. CHO Acquisition Inc. Metro Tower, Suite 1170 950 Tower Lane Foster City, California 94404-2121 Gentlemen: I understand that Andros Incorporated (the "Company"), CHO Holdings Inc. ("Holdings") and CHO Acquisition...Management Roll-Over Agreement • February 21st, 1996 • Andros Inc • Measuring & controlling devices, nec
October 25, 1994Financial Advisory Agreement • February 21st, 1996 • Andros Inc • Measuring & controlling devices, nec • New York
This letter agreement (the "Agreement") confirms our understanding that Andros Incorporated (which together with its subsidiaries and affiliates is hereinafter referred to as the "Company") has engaged Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ") to act as the exclusive financial advisor to the Company and the Special Committee of the Company's Board of Directors (the "Committee") for a period of 12 months, commencing upon your acceptance of this Agreement, with respect to the sale, merger, consolidation or any other business combination, in one or a series of transactions, involving all or a substantial amount of the business, securities or assets of the Company (each, a "Transaction").
