Armstrong World Industries, Inc. 12,057,382 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • September 13th, 2013 • Armstrong World Industries Inc • Plastics products, nec • New York
In connection with the offering of the Securities, the Underwriter and the Company have entered into the Share Repurchase Agreement, dated as of September 10, 2013 (the “Share Repurchase Agreement”), pursuant to which the Underwriter has agreed to sell to the Company, and the Company has agreed to purchase from the Underwriter on the Closing Date 5,057,382 Common Shares (the “Concurrent Share Repurchase”) at a purchase price per share equal to the price per share at which the Underwriter will purchase the Securities from the Selling Shareholders pursuant to Section 3 of this Agreement. The Concurrent Share Repurchase will be consummated on the Closing Date and is conditioned upon the closing of the offering of the Securities pursuant to the terms of this Agreement and is subject to the terms and conditions in the Share Repurchase Agreement.
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • September 13th, 2013 • Armstrong World Industries Inc • Plastics products, nec • New York
This SHARE REPURCHASE AGREEMENT (this “Agreement”) is entered into as of September 10, 2013 by and between Armstrong World Industries, Inc., a Pennsylvania corporation (the “Company”) and Deutsche Bank Securities Inc. (the “Underwriter”) party to the Underwriting Agreement (as defined below).
