THIS AGREEMENT AND PLAN OF MERGER (THE “MERGER AGREEMENT”) CONTAINS CERTAIN REPRESENTATIONS AND WARRANTIES (THE “REPRESENTATIONS”) BY SUMMA INDUSTRIES (“SUMMA”) IN FAVOR OF HABASIT HOLDING AG AND ITS WHOLLY-OWNED SUBSIDIARY HABASIT HOLDING USA, INC....Merger Agreement • September 1st, 2006 • Summa Industries/ • Plastics products, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of August 31, 2006, by and among HABASIT HOLDING AG, a company formed under the laws of Switzerland (“Parent”); HABASIT HOLDING USA, INC., a Delaware corporation (“Merger Sub”); and SUMMA INDUSTRIES, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
STOCKHOLDER TENDER AGREEMENTStockholder Tender Agreement • September 1st, 2006 • Summa Industries/ • Plastics products, nec • Delaware
THIS STOCKHOLDER TENDER AGREEMENT is entered into as of August 31, 2006, by and between Habasit Holding AG, a company formed under the laws of Switzerland (“Parent”), and James R. Swartwout (“Stockholder”).
