AGREEMENT AND PLAN OF MERGER Dated as of June 19, 2006 Among ILLINOIS TOOL WORKS INC. GEM ACQUISITION CORP. and CFC INTERNATIONAL, INC.Merger Agreement • June 22nd, 2006 • CFC International Inc • Adhesives & sealants • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 19, 2006 (the “Agreement”), among Illinois Tool Works Inc., a Delaware corporation (“Parent”), GEM Acquisition Corp., a Delaware corporation (“Sub”) and a wholly owned subsidiary of Parent, and CFC International, Inc., a Delaware corporation (the “Company”).
STOCKHOLDER AGREEMENTStockholder Agreement • June 22nd, 2006 • CFC International Inc • Adhesives & sealants • Delaware
This STOCKHOLDER AGREEMENT (this “Agreement”) is made and entered into as of June 19, 2006 between Illinois Tool Works Inc., a Delaware corporation (“Parent”), and GEM Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Sub”), on the one hand, and the undersigned stockholder (“Stockholder”) of CFC International, Inc., a Delaware corporation (the “Company”), on the other hand. Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Merger Agreement described below.
PRINCIPAL STOCKHOLDERS’ AGREEMENTPrincipal Stockholders’ Agreement • June 22nd, 2006 • CFC International Inc • Adhesives & sealants • Delaware
This PRINCIPAL STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made and entered into as of June 19, 2006 between Illinois Tool Works Inc., a Delaware corporation (“Parent”), and GEM Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Sub”), on the one hand, and the undersigned stockholders (each a “Stockholder” and collectively the “Stockholders”) of CFC International, Inc., a Delaware corporation (the “Company”), on the other hand. Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Merger Agreement described below.
