AGREEMENT AND PLAN OF MERGER by and among BLUE JAY ACQUISITION CORPORATION, BLUE JAY MERGER CORPORATION and SEQUA CORPORATION Dated as of July 8, 2007Agreement and Plan of Merger • July 10th, 2007 • Sequa Corp /De/ • Aircraft engines & engine parts • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of July 8, 2007 (this “Agreement”), between BLUE JAY ACQUISITION CORPORATION, a Delaware corporation (“Parent”), BLUE JAY MERGER CORPORATION, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Co”), and SEQUA CORPORATION, a Delaware corporation (the “Company”).
VOTING AGREEMENTVoting Agreement • July 10th, 2007 • Sequa Corp /De/ • Aircraft engines & engine parts • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of July 8, 2007, is made by and among the parties set forth on Schedule A attached hereto (each, a “Principal Stockholder” and collectively, the “Principal Stockholders”), SEQUA CORPORATION, a Delaware corporation (the “Company”), BLUE JAY ACQUISITION CORPORATION, a Delaware corporation (“Parent”), and BLUE JAY MERGER CORPORATION, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Co”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • July 10th, 2007 • Sequa Corp /De/ • Aircraft engines & engine parts • New York
Amendment (this “Amendment”) dated as of July 7, 2007 to the Rights Agreement, dated as of October 30, 2000, between Sequa Corporation, a Delaware corporation (the “Company”) and The Bank of New York, a New York banking corporation as the Rights Agent, (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
