AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among MATTHEWS INTERNATIONAL CORPORATION MOONLIGHT MERGER SUB CORP. MOONLIGHT MERGER SUB LLC and SCHAWK, INC. Dated as of March 16, 2014Merger Agreement • March 19th, 2014 • Schawk Inc • Service industries for the printing trade • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of March 16, 2014, between Matthews International Corporation, a Pennsylvania corporation (“Parent”), Moonlight Merger Sub Corp., a Delaware corporation and a wholly owned direct Subsidiary of Parent (“Merger Sub”), Moonlight Merger Sub LLC, a Delaware limited liability company and a wholly owned direct Subsidiary of Parent (“Merger Sub 2”), and Schawk, Inc., a Delaware corporation (the “Company”).
CONSENT MEMORANDUMConsent Memorandum • March 19th, 2014 • Schawk Inc • Service industries for the printing trade
Reference is hereby made to that certain Second Amended and Restated Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), dated as of January 27, 2012, by and among Schawk, Inc. (the “Company”), the Subsidiary Borrowers (as defined therein) from time to time parties thereto, the Alternate Currency Borrowers (as defined therein, collectively, with the Company and the Subsidiary Borrowers, the “Borrowers”) from time to time parties thereto, the lenders parties thereto (collectively, the “Lenders”) and JPMorgan Chase Bank, N.A., as agent (the “Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement.
CONSENTNote Purchase Agreement • March 19th, 2014 • Schawk Inc • Service industries for the printing trade
THIS CONSENT dated as of March 14, 2014 (the or this “Consent”) is between SCHAWK, INC., a Delaware corporation (the “Company”), and each of the institutions which is a signatory to this Consent (collectively, the “Noteholders”).
TERMINATION OF EMPLOYMENT AND DEFERRED COMPENSATION AGREEMENTS AND LIMITED RELEASETermination of Employment and Deferred Compensation Agreements and Limited Release • March 19th, 2014 • Schawk Inc • Service industries for the printing trade • Illinois
This Termination of Employment and Deferred Compensation Agreements and Limited Release (“Agreement”) is made between Clarence W. Schawk (“Employee”) and Schawk, Inc. (“Schawk”).
