SUPPORT AGREEMENTSupport Agreement • August 9th, 2012 • Robbins & Myers, Inc. • Pumps & pumping equipment • Delaware
WHEREAS, Robbins & Myers, Inc. (the “Company”), Acquiror, and Raven Process Corp. (“Merger Sub”) have entered into an Agreement and Plan of Merger (the “Merger Agreement”) dated the date hereof providing for the merger of Merger Sub with and into the Company (the “Merger”) under the Ohio General Corporation Law (the “OGCL”) as set out therein (except as specifically provided herein, defined terms shall have the meaning specified in the Merger Agreement);
AGREEMENT AND PLAN OF MERGER among NATIONAL OILWELL VARCO, INC. RAVEN PROCESS CORP. and ROBBINS & MYERS, INC. Dated as of August 8, 2012Agreement and Plan of Merger • August 9th, 2012 • Robbins & Myers, Inc. • Pumps & pumping equipment • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made as of August 8 2012 (this “Agreement”), by and among National Oilwell Varco, Inc., a Delaware corporation (“Acquiror”), Raven Process Corp., an Ohio corporation and a wholly-owned subsidiary of Acquiror (“Merger Sub”), and Robbins & Myers, Inc., an Ohio corporation (the “Company”), under the following circumstances (all capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement, unless the context clearly indicates otherwise):
WAIVERWaiver • August 9th, 2012 • Robbins & Myers, Inc. • Pumps & pumping equipment • New York
This Waiver (this “Waiver”) is entered into as of August 8, 2012 by Robbins & Myers, Inc., an Ohio corporation (the “Borrower”), JPMorgan Chase Bank, N. A., individually and as administrative agent (the “Administrative Agent”), and the other financial institutions signatory hereto.
