TENDER AND VOTING AGREEMENTTender and Voting Agreement • December 23rd, 2009 • Merrimac Industries Inc • Electronic components, nec • Delaware
This TENDER AND VOTING AGREEMENT (this “Agreement”), dated December 23, 2009, by and among Crane Co., a Delaware corporation (“Parent”), Crane Merger Co., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), [Stockholder] (“Stockholder”) and Merrimac Industries, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 10 TO RIGHTS AGREEMENTRights Agreement • December 23rd, 2009 • Merrimac Industries Inc • Electronic components, nec • New York
Amendment No. 10, dated as of December 23, 2009 (“Amendment No. 10”), to the Rights Agreement dated as of March 9, 1999, as amended as of June 9, 1999, April 7, 2000, October 26, 2000, February 21, 2001, February 28, 2002, September 18, 2002, December 13, 2004, March 14, 2007 and March 19, 2009 (the “Rights Agreement”), between Merrimac Industries, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”).
AGREEMENT AND PLAN OF MERGER dated as of December 23, 2009 by and among CRANE CO., CRANE MERGER CO. and MERRIMAC INDUSTRIES, INC.Merger Agreement • December 23rd, 2009 • Merrimac Industries Inc • Electronic components, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of December 23, 2009 by and among Crane Co., a Delaware corporation (“Parent”), Crane Merger Co., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), and Merrimac Industries, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to herein as a “Party” and collectively as the “Parties.” An index of terms defined in this Agreement is set forth on Annex A attached hereto.
