Common use of AGREEMENT AND PLAN OF MERGER Clause in Contracts

AGREEMENT AND PLAN OF MERGER. Pro Rata Share of the Escrowed Merger Consideration, subject to the terms of the Escrow Agreement, and those which they will have as holders of their Pro Rata Share of the Initial Merger Consideration. After the Effective Time, each Shareholder shall be entitled, upon surrender of a certificate or certificates representing OpTex Shares outstanding immediately prior to the Effective Time (duly endorsed if required), together with a properly completed letter of transmittal covering all such shares (with customary representations and warranties regarding the absence of liens, claims and encumbrances on such shares), to receive in exchange therefor (i) a Claremont check payable to such holder together with a certificate or certificates (as the holder requests) representing that Shareholder's Pro Rata Share of the Initial Merger Consideration, plus (ii) that Shareholder's Pro Rata Share of the Escrowed Merger Consideration, subject to the terms of the Escrow Agreement. Until so surrendered for exchange, each such certificate representing OpTex Shares outstanding as aforesaid shall be deemed for all corporate purposes, other than the payment of dividends, to evidence the ownership of the number of shares of Claremont common stock to be delivered and distributed in exchange therefor pursuant to this Article III. Unless and until any such certificate representing OpTex Shares outstanding as aforesaid shall be so surrendered, no dividend payable to holders of record of Claremont common stock at or after the Effective Time shall be paid to the holder of such certificate but upon surrender thereof there shall be paid to the holder of record immediately prior to the Effective Time of such surrendered certificate the dividends (without interest) that have theretofore become payable with respect to the Claremont common stock, deliverable and distributable in exchange therefor pursuant to this Article III; provided, however, that if by reason of the escheat or other laws of any state having jurisdiction in the premises, Claremont is required to pay such state all or any part of such dividends which have become payable, the amount of dividends which would otherwise be payable upon surrender of any such certificate representing OpTex Shares outstanding as aforesaid shall be reduced by the amount so paid pursuant to such escheat or other laws.

AGREEMENT AND PLAN OF MERGER. Pro Rata Share This Agreement and Plan of Merger (this “Agreement”) is dated as of July 11, 2015 by and among Jarden Corporation, a Delaware corporation (“Parent”), TWG Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Waddington Group, Inc., a Delaware corporation (the “Company”), and Olympus Growth Fund V, L.P., a Delaware limited partnership, solely in its capacity as the representative of the Escrowed Equityholders (the “Stockholders’ Representative”). Each of Parent, Merger ConsiderationSub, the Company and the Stockholders’ Representative are referred to herein as a “Party.” RECITALS Parent has formed Merger Sub solely for the purpose of merging it with and into the Company, with the Company continuing as the Surviving Corporation (the “Merger”). Parent desires to acquire the Company through the Merger. The respective boards of directors (or equivalent governing bodies) of Parent, Merger Sub and the Company have, on the terms and subject to the terms of the Escrow conditions set forth in this Agreement, and those which they will have as holders of their Pro Rata Share of the Initial Merger Consideration. After the Effective Time, each Shareholder shall be entitled, upon surrender of a certificate or certificates representing OpTex Shares outstanding immediately prior to the Effective Time (duly endorsed if required), together with a properly completed letter of transmittal covering all such shares (with customary representations and warranties regarding the absence of liens, claims and encumbrances on such shares), to receive in exchange therefor (i) a Claremont check payable determined that it is fair to, and in the best interest of, their respective companies and respective equityholders for Parent to such holder together with a certificate or certificates (as the holder requests) representing that Shareholder's Pro Rata Share acquire all of the Initial Merger Considerationissued and outstanding Shares of the Company through the Merger, plus upon which the Company shall be a wholly owned subsidiary of Parent and (ii) that Shareholder's Pro Rata Share authorized and approved this Agreement, the Merger and the consummation of the Escrowed Merger Consideration, subject transactions contemplated hereby and delivered to the terms each other written copies thereof. The board of directors of each of the Escrow Agreement. Until so surrendered for exchange, each such certificate representing OpTex Shares outstanding as aforesaid shall be deemed for all corporate purposes, other than the payment of dividends, to evidence the ownership Company and Merger Sub have recommended acceptance of the number Merger and adoption of shares of Claremont common stock to be delivered this Agreement by their respective stockholders, in accordance with DGCL and, substantially concurrently with the execution and distributed in exchange therefor pursuant to this Article III. Unless and until any such certificate representing OpTex Shares outstanding as aforesaid shall be so surrendereddelivery hereof, no dividend payable to holders of record of Claremont common stock at or after the Effective Time shall be paid to the holder of such certificate but upon surrender thereof there shall be paid to the holder of record immediately prior to the Effective Time of such surrendered certificate the dividends (without interest) that have theretofore become payable with respect to the Claremont common stock, deliverable and distributable in exchange therefor pursuant to this Article III; provided, however, that if by reason stockholders of the escheat or other laws Company holding a majority of any state having jurisdiction in the premisesissued and outstanding Shares entitled to vote thereon have adopted this Agreement by written consent, Claremont is required which consent has been delivered to pay such state all or any part of such dividends which have become payable, Parent (the amount of dividends which would otherwise be payable upon surrender of any such certificate representing OpTex Shares outstanding as aforesaid shall be reduced by the amount so paid pursuant to such escheat or other laws“Stockholder Approval”).

AGREEMENT AND PLAN OF MERGER. Pro Rata Share This Agreement and Plan of Merger (this “Agreement”) is dated as of August 30, 2015 by and among QUANEX BUILDING PRODUCTS CORPORATION, a Delaware corporation (“Parent”), QWMS, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), WII Holding, Inc., a Delaware corporation (the “Company”), Olympus Growth Fund IV, L.P., a Delaware limited partnership, solely in its capacity as the representative of the Escrowed Stockholders (the “Stockholders’ Representative”) and for purposes of Section 2.3(l)(vi) and Section 6.2(n). Each of Parent, Merger ConsiderationSub, the Company and the Stockholders’ Representative are referred to herein as a “Party.” RECITALS Parent has formed Merger Sub solely for the purpose of merging it with and into the Company, with the Company continuing as the Surviving Corporation (the “Merger”). Parent desires to acquire the Company through the Merger. The respective boards of directors (or equivalent governing bodies) of Parent, Merger Sub and the Company have, on the terms and subject to the conditions set forth in this Agreement, (i) determined that it is fair to, and in the best interest of, their respective companies and respective equityholders for Parent to acquire all of the issued and outstanding Shares through the Merger, upon the consummation of which the Company shall be a wholly owned subsidiary of Parent and (ii) authorized and approved this Agreement, the Merger and, subject to the terms satisfaction of the Escrow Agreementconditions to closing, and those which they will have as holders of their Pro Rata Share the consummation of the Initial Merger Considerationtransactions contemplated hereby and delivered to each other written copies thereof. After the Effective Time, The board of directors of each Shareholder shall be entitled, upon surrender of a certificate or certificates representing OpTex Shares outstanding immediately prior to the Effective Time (duly endorsed if required), together with a properly completed letter of transmittal covering all such shares (with customary representations and warranties regarding the absence of liens, claims and encumbrances on such shares), to receive in exchange therefor (i) a Claremont check payable to such holder together with a certificate or certificates (as the holder requests) representing that Shareholder's Pro Rata Share of the Initial Company and Merger Consideration, plus (ii) that Shareholder's Pro Rata Share Sub have recommended acceptance of the Escrowed Merger Considerationand adoption of this Agreement by their respective stockholders, subject to in accordance with DGCL and, substantially concurrently with the terms execution and delivery hereof, the stockholders of the Escrow Agreement. Until so surrendered for exchange, each such certificate representing OpTex Shares outstanding as aforesaid shall be deemed for all corporate purposes, other than the payment of dividends, to evidence the ownership Company holding a majority of the number of shares of Claremont common stock issued and outstanding Shares entitled to be vote thereon have adopted this Agreement by written consent, which consent has been delivered and distributed in exchange therefor pursuant to this Article III. Unless and until any such certificate representing OpTex Shares outstanding as aforesaid shall be so surrendered, no dividend payable to holders of record of Claremont common stock at or after Parent (the Effective Time shall be paid to the holder of such certificate but upon surrender thereof there shall be paid to the holder of record immediately prior to the Effective Time of such surrendered certificate the dividends (without interest) that have theretofore become payable with respect to the Claremont common stock, deliverable and distributable in exchange therefor pursuant to this Article III; provided, however, that if by reason of the escheat or other laws of any state having jurisdiction in the premises, Claremont is required to pay such state all or any part of such dividends which have become payable, the amount of dividends which would otherwise be payable upon surrender of any such certificate representing OpTex Shares outstanding as aforesaid shall be reduced by the amount so paid pursuant to such escheat or other laws“Stockholder Approval”).