AGREEMENT AND PLAN OF MERGER BY AND AMONG AVALON LABORATORIES HOLDING CORP., NORDSON MEDICAL CORPORATION, ARRIBA MERGER CORP., AMERICAN CAPITAL EQUITY III, LP, AS SECURITYHOLDERS’ REPRESENTATIVE and FOR THE LIMITED PURPOSES SET FORTH HEREIN, NORDSON...Agreement and Plan of Merger • September 4th, 2014 • Nordson Corp • General industrial machinery & equipment, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (hereinafter, and as may be amended from time to time, in accordance with the terms hereof, the “Agreement”), dated as of August 1, 2014, by and among Avalon Laboratories Holding Corp., a Delaware corporation (the “Company”), Nordson Medical Corporation, an Ohio corporation (“Parent”), Arriba Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), American Capital Equity III, LP, solely in its capacity as the Securityholders’ Representative hereunder (the “Securityholders’ Representative”) (collectively, the “Parties”), and, for the limited purposes set forth in Section 10.14, Nordson Corporation, an Ohio corporation (“Guarantor”). Capitalized terms used in this Agreement without definition shall have the meaning given to such terms in Section 1.1 hereof.
NORDSON CORPORATION 28601 Clemens Road Westlake, OH 44145-1119 June 4, 2014 (Amended June 24, 2014)Nordson Corp • September 4th, 2014 • General industrial machinery & equipment, nec • Ohio
This letter sets forth the terms of your resignation as an executive officer of Nordson Corporation (Nordson) and the terms of a paid leave of absence through January 30, 2015, conditioned upon you signing: (i) this letter agreement (“Agreement”); (ii) the attached Primary Release of Claims (Exhibit 1) within twenty-one (21) days of the date of this letter; and (iii) the attached Secondary Release of Claims (Exhibit 2) during the period from January 30, 2015 through February 21, 2015, or within twenty-one (21) days following your voluntary termination of employment prior to expiration of the leave of absence period. All payments and benefits are also subject to your not revoking any of the Release of Claims during the applicable revocation periods.
100,000,000 TERM LOAN FACILITY CREDIT AGREEMENT by and among NORDSON CORPORATION and THE BANKS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION as Administrative Agent and PNC CAPITAL MARKETS LLC as Lead Arranger and Bookrunner Dated as of August 6,...Credit Agreement • September 4th, 2014 • Nordson Corp • General industrial machinery & equipment, nec • Ohio
This CREDIT AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is dated as of August [6], 2014 to be effective on the Effective Date (as defined below), among the following:
