AGREEMENT AND PLAN OF MERGER by and among PMFG, INC., CECO ENVIRONMENTAL CORP., TOP GEAR ACQUISITION INC. and TOP GEAR ACQUISITION II LLC dated as of May 3, 2015Agreement and Plan of Merger • May 4th, 2015 • Ceco Environmental Corp • Industrial & commercial fans & blowers & air purifing equip • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of May 3, 2015 (this “Agreement”), is entered into by and among PMFG, INC., a Delaware corporation (the “Company”), CECO ENVIRONMENTAL CORP., a Delaware corporation (“Parent”), TOP GEAR ACQUISITION INC., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and TOP GEAR ACQUISITION II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Successor Sub”). The Company, Parent, Merger Sub and Successor Sub are herein referred to collectively as the “Parties” and each individually as a “Party.” Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined shall have the meanings set forth in Section 10.4 hereof.
