AGREEMENT AND PLAN OF MERGER BY AND AMONG PORTEC RAIL PRODUCTS, INC. PORTEC RAIL ACQUISITION CORP. SALIENT SYSTEMS, INC. HAROLD D. HARRISON AND SHARRON A. HARRISON JULY 20, 2004Merger Agreement • July 21st, 2004 • Portec Rail Products Inc • Railroad equipment • Pennsylvania
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of July 20, 2004, by and among Portec Rail Products, Inc., a West Virginia corporation (“Portec Rail”), Portec Rail Acquisition Corp., a wholly owned subsidiary of Portec Rail incorporated under the laws of the State of Ohio (“PAC”), Salient Systems, Inc., an Ohio corporation (“Salient”), Harold D. Harrison, a shareholder of Salient, and Sharron A. Harrison, a shareholder of Salient (Harold D. Harrison and Sharron A. Harrison are sometimes referred to as the “Principal Shareholders,” and Salient and the Principal Shareholders are sometimes collectively referred to as the “Sellers”).
