AGREEMENT AND PLAN OF MERGER among PRISM BUSINESS MEDIA HOLDINGS, INC., PRISM ACQUISITION CO. and PENTON MEDIA, INC. Dated as of November 1, 2006Agreement and Plan of Merger • November 2nd, 2006 • Penton Media Inc • Periodicals: publishing or publishing & printing • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of November 1, 2006 (this “Agreement”), among Prism Business Media Holdings, Inc., a Delaware corporation (“Parent”), Prism Acquisition Co., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and Penton Media, Inc., a Delaware corporation (the “Company”).
VOTING AGREEMENTVoting Agreement • November 2nd, 2006 • Penton Media Inc • Periodicals: publishing or publishing & printing • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of November 1, 2006, is made by and among ABRY Mezzanine Partners, L.P., ABACUS Fund Partners, LP, ABACUS Fund, Ltd., Sandler Capital Partners V Germany, L.P., Sandler Capital Partners V FTE, L.P. and Sandler Capital Partners V, L.P. (each individually, a “Stockholder” and, collectively, the “Stockholders”), Prism Business Media Holdings, Inc., a Delaware corporation (“Parent”) and Prism Acquisition Co., a Delaware corporation (“Merger Sub”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
