TENDER AND SUPPORT AGREEMENTTender and Support Agreement • November 19th, 2015 • Breeze-Eastern Corp • Aircraft parts & auxiliary equipment, nec • Delaware
This TENDER AND SUPPORT AGREEMENT, dated as of November 18, 2015 (this “Agreement”), is among TransDigm Group Incorporated, a Delaware corporation (“Parent”), Hook Acquisition Sub Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholders of Breeze-Eastern Corporation, a Delaware corporation (the “Company”) set forth on Schedule I attached hereto (each a, “Stockholder” and together, the “Stockholders”).
AGREEMENT AND PLAN OF MERGER by and among TRANSDIGM GROUP INCORPORATED, HOOK ACQUISITION SUB INC. and BREEZE-EASTERN CORPORATION Dated as of November 18, 2015Agreement and Plan of Merger • November 19th, 2015 • Breeze-Eastern Corp • Aircraft parts & auxiliary equipment, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is dated as of November 18, 2015, by and among TransDigm Group Incorporated, a Delaware corporation (Parent), Hook Acquisition Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (Merger Sub), and Breeze-Eastern Corporation, a Delaware corporation (the Company). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in Section 9.3 and in the Sections of this Agreement indicated on Annex B hereto.
