AGREEMENT AND PLAN OF MERGER AMONG ACTUANT CORPORATION, CHC ACQUISITION, INC., THE CORTLAND COMPANIES, INC. AND THE STOCKHOLDERS’ REPRESENTATIVE (as defined herein) September 17, 2008Merger Agreement • September 23rd, 2008 • Actuant Corp • Misc industrial & commercial machinery & equipment • Delaware
AGREEMENT AND PLAN OF MERGER dated as of September 17, 2008 (this “Agreement”), among Actuant Corporation, a Wisconsin corporation (the “Buyer”), CHC Acquisition, Inc., a Delaware corporation (“Acquisition Sub”), and The Cortland Companies, Inc., a Delaware corporation (the “Company”, and together with the Buyer, Acquisition Sub, and the Stockholders’ Representative (as defined below) (both in its individual capacity (solely with respect to Section 6.6) and as a representative of the Stockholders, including, for the avoidance of doubt, in its own capacity as a Stockholder), the “Parties”). Capitalized terms used but not otherwise defined herein have the meanings set forth in Annex I hereto.
