AGREEMENT AND PLAN OF MERGER by and among MANN+HUMMEL HOLDING GmbH, M+H SUB 2015 INC., AFFINIA GROUP HOLDINGS INC. and James S. McElya and Joseph A. Onorato (solely in their capacity, collectively, as the Sellers’ Representative) Dated as of August...Agreement and Plan of Merger • August 17th, 2015 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 13, 2015, is made and entered into by and among MANN+HUMMEL HOLDING GmbH, a German limited liability company (“Parent”), M+H SUB 2015 INC., a Delaware corporation and a wholly-owned indirect subsidiary of Parent (“Merger Sub”), AFFINIA GROUP HOLDINGS INC., a Delaware corporation (the “Company”), and James S. McElya and Joseph A. Onorato, solely in their capacity, collectively, as the Sellers’ Representative (as defined below). Capitalized terms used and not otherwise defined herein have the respective meanings set forth in Annex I.
