Merger Sub Uses in Certain Terms Defined Clause

Certain Terms Defined from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of May 31, 2015, by and among Duke Acquisition Holdings, LLC, a Delaware limited liability company (Parent), Duke Acquisition, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (Merger Sub), MacDermid Americas Acquisitions Inc., a Delaware corporation (Carve-out Buyer), and OM Group, Inc., a Delaware corporation (the Company).

Certain Terms Defined. The following terms shall have the meanings set forth below for purposes of this Agreement: Acceptable Confidentiality Agreement means any confidentiality agreement between the Company and the Person making the Company Takeover Proposal having provisions substantially similar to and on the terms no less favorable to the Company than the provisions of the Confidentiality Agreement (including, for the avoidance of doubt, standstill provisions no less favorable to the Company than those contained in the Confidentiality Agreement). Action means any and all claims (including any cross-claim or counterclaim), causes of action, suits, charges, complaints, litigation, demands, arbitration, proceedings (including any civil, criminal, administrative, investigative or appellate proceeding), hearings, inquiries, investigations, audits and disputes, whenever or however arising. Affiliate means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person, through one or more intermediaries or otherwise; provided, that (other than in the case of the definition of Parent Non-Recourse Persons, ARTICLE IX and Section 10.11) that in no event shall Parent, Merger Sub or any of its Subsidiaries be considered an Affiliate of any portfolio company or investment fund (excluding investment funds focused on private equity) affiliated with Apollo Global Management, LLC, nor shall any portfolio company or investment fund (excluding investment funds focused on private equity) affiliated with Apollo Global Management, LLC, be considered to be an Affiliate of Parent, Merger Sub or any of its Subsidiaries. For the avoidance of doubt, following the Closing, Affiliates of Carve-out Buyer shall include those entities comprising the SC Business acquired by Carve-out Buyer pursuant to the Carve-out Transaction. Anti-Corruption Laws means all applicable Laws related to anti-corruption, anti-bribery and anti-money laundering. AO Business means the specialty functional additives and chemicals business operated and conducted by the Company and its Subsidiaries and the assets held by the Company and its Subsidiaries used or held for use in connection therewith. Business means the business of the Company and its Subsidiaries, taken as a whole, as of the date hereof. Business Day means any day other than a Saturday, Sunday or a day on which banks in New York, New York are authorized or obligated by Law or Order to close. Canadian Subsidiaries means EaglePicher Energy Products ULC and OMG Belleville Limited. Carve-out Buyer Material Adverse Effect means an event or effect that prevents or materially delays or materially impairs the ability of Carve-out Buyer to consummate the Transactions (other than the Merger) and the Carve-out Transaction. Carve-out Buyer Non-Recourse Persons means Carve-out Buyer, Guarantor P, Carve-out Buyers Financing Sources or any other financing source of Carve-out Buyer or Guarantor P, or, in each case, any of their respective affiliates, and any of their respective former, current or future, direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners, attorneys, advisors or other Representatives, or any of their respective successors or assigns. Carve-out Buyer Specified Approvals means those approvals that relate to Transaction set forth as items 5 (United States), 8 (Germany) and 1 (China) on Section 11.2 of the Company Disclosure Letter. Carve-out Buyer Transaction Documents means, collectively, this Agreement, the Carve-out Buyer Debt Commitment Letter, the Limited Guaranty, the Carve-out Purchase Agreement, the Interim Agreement and any other documents, instruments and agreements contemplated hereby or thereby. Carve-out Purchase Agreement means the Purchase and Separation Agreement, dated the date hereof, between Carve-out Buyer and Parent. COB Expenses means reasonable and documented out of pocket fees and expenses incurred by Carve-Out Buyer and its respective Affiliates in connection with this Agreement and the Transactions (including all fees and expenses of Financing Sources, counsel, accountants, investment banks, advisors and consultants to Carve-Out Buyer), up to $7,500,000. Code means the Internal Revenue Code of 1986, as amended. Company Acquisition Agreement means any letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Company Takeover Proposal; provided, that for purposes of this definition, an Acceptable Confidentiality Agreement shall not be deemed to be a Company Acquisition Agreement. Company Expenses means the reasonable and documented out of pocket fees

Certain Terms Defined from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of July 16, 2013, by and among Sunny Optics, Inc., a Delaware corporation (Parent), Sunny Optics Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), and Meade Instruments Corp., a Delaware corporation (the Company).

Certain Terms Defined. The following terms shall have the meanings set forth below for purposes of this Agreement: Acquisition Proposal means, other than the Transactions, any offer or proposal from any Third Party relating to (i) any acquisition, purchase, lease or license, direct or indirect, of 15% or more of the consolidated assets of the Company and its Subsidiaries or 15% or more of any class of equity or voting securities of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company (other than in the ordinary course of business), (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such Third Party beneficially owning 15% or more of any class of equity or voting securities of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company or (iii) any merger, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company. Action means any claim, action, suit, proceeding, arbitration, mediation or investigation by or before any Governmental Entity. Affiliate has the meaning set forth in Rule 12b-2 of the Exchange Act. Aggregate Consideration means the sum of all of the Merger Consideration, the Option Consideration and the Company Restricted Share Consideration required to be paid hereunder for all Shares, Options and Restricted Shares. Business Day means any day other than a Saturday, Sunday or federal holiday. Company Business means the business of the Company as presently conducted. Company Charter Documents means the Certificate of Incorporation of the Company, as amended to date, and the Bylaws of the Company, as amended to date. Company SEC Document means all forms, reports, statements, certifications and other documents required to be filed by it with the SEC under the Exchange Act or the Securities Act (as such documents have been amended since the time of their filing). Company Stock Plans collectively means (a) the Companys Amended and Restated 1997 Stock Incentive Plan, (b) the Companys Amended and Restated 2008 Stock Incentive Plan, and (c) the Stand-Alone Stock Option Agreement for Common Stock for Steven G. Murdock. Contract means any written or oral legally binding contract, agreement, instrument, arrangement, commitment, understanding or undertaking (including leases, licenses, mortgages, notes, guarantees, sublicenses, subcontracts and purchase orders). Credit Facility means that certain Financing Agreement dated December 28, 2012 between the Company and Rosenthal & Rosenthal, Inc., a New York corporation. DGCL means the General Corporation Law of the State of Delaware, as in effect as of the date hereof and at the Effective Time, as applicable. Dodd-Frank Act means the DoddFrank Wall Street Reform and Consumer Protection Act of 2010, as amended. DOJ means the U.S. Department of Justice. Encumbrance means any security interest, pledge, mortgage, lien, charge, hypothecation, option to purchase or lease or otherwise acquire any interest, conditional sales agreement, adverse claim of ownership or use, title defect, easement, right of way, or other encumbrance of any kind. Environmental Laws means all Laws relating to the protection of the environment, worker health and safety, and/or governing the handling, use, generation, treatment, storage, transportation, disposal, manufacture, distribution, formulation, packaging, labeling, or Release of or exposure to Materials of Environmental Concern including the ambient air, soil, surface water or groundwater, or relating to the protection of human health from exposure to Materials of Environmental Concern. Environmental Permits means all permits, licenses, registrations, and other authorizations required under applicable Environmental Laws. Equity Interests means all Shares, Company Restricted Shares, and Options (whether vested or unvested). Exchange Act means the Securities Exchange Act of 1934, as amended. Expenses includes all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financing sources, experts and consultants to a party hereto and its Affiliates) incurred by a party or on its behalf in connection with or related to any of the authorization, preparation, negotiation, execution and performance of this Agreement and the Transactions and, in the case of Parent and Merger Sub, the due diligence investigation of the Company and its Subsidiaries. Immediate Family means, with respect to any specified individual, such individuals spouse, parents, children, and siblings, or any other relative of such indiv

Certain Terms Defined from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of May 17, 2013, by and among JOC North America LLC, a Delaware limited liability company (Parent), JOCNA Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), and Meade Instruments Corp., a Delaware corporation (the Company).

Certain Terms Defined. The following terms shall have the meanings set forth below for purposes of this Agreement: Acquisition Proposal means, other than the Transactions, any offer or proposal from any Third Party relating to (i) any acquisition, purchase, lease or license, direct or indirect, of 15% or more of the consolidated assets of the Company and its Subsidiaries or 15% or more of any class of equity or voting securities of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company (other than in the ordinary course of business), (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such Third Party beneficially owning 15% or more of any class of equity or voting securities of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company or (iii) any merger, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company. Action means any claim, action, suit, proceeding, arbitration, mediation or investigation by or before any Governmental Entity. Affiliate has the meaning set forth in Rule 12b-2 of the Exchange Act. Aggregate Consideration means the sum of all of the Merger Consideration, the Option Consideration and the Company Restricted Share Consideration required to be paid hereunder for all Shares, Options and Restricted Shares. Business Day means any day other than a Saturday, Sunday or federal holiday. Company Business means the business of the Company as presently conducted. Company Charter Documents means the Certificate of Incorporation of the Company, as amended to date, and the Bylaws of the Company, as amended to date. Company SEC Document means all forms, reports, statements, certifications and other documents required to be filed by it with the SEC under the Exchange Act or the Securities Act (as such documents have been amended since the time of their filing). Company Stock Plans collectively means (a) the Companys Amended and Restated 1997 Stock Incentive Plan, (b) the Companys Amended and Restated 2008 Stock Incentive Plan, and (c) the Stand-Alone Stock Option Agreement for Common Stock for Steven G. Murdock. Contract means any written or oral legally binding contract, agreement, instrument, arrangement, commitment, understanding or undertaking (including leases, licenses, mortgages, notes, guarantees, sublicenses, subcontracts and purchase orders). Credit Facility means that certain Financing Agreement dated December 28, 2012 between the Company and Rosenthal & Rosenthal, Inc., a New York corporation. DGCL means the General Corporation Law of the State of Delaware, as in effect as of the date hereof and at the Effective Time, as applicable. Dodd-Frank Act means the DoddFrank Wall Street Reform and Consumer Protection Act of 2010, as amended. DOJ means the U.S. Department of Justice. Encumbrance means any security interest, pledge, mortgage, lien, charge, hypothecation, option to purchase or lease or otherwise acquire any interest, conditional sales agreement, adverse claim of ownership or use, title defect, easement, right of way, or other encumbrance of any kind. Environmental Laws means all Laws relating to the protection of the environment, worker health and safety, and/or governing the handling, use, generation, treatment, storage, transportation, disposal, manufacture, distribution, formulation, packaging, labeling, or Release of or exposure to Materials of Environmental Concern including the ambient air, soil, surface water or groundwater, or relating to the protection of human health from exposure to Materials of Environmental Concern. Environmental Permits means all permits, licenses, registrations, and other authorizations required under applicable Environmental Laws. Equity Interests means all Shares, Company Restricted Shares, and Options (whether vested or unvested). Exchange Act means the Securities Exchange Act of 1934, as amended. Expenses includes all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financing sources, experts and consultants to a party hereto and its Affiliates) incurred by a party or on its behalf in connection with or related to any of the authorization, preparation, negotiation, execution and performance of this Agreement and the Transactions and, in the case of Parent and Merger Sub, the due diligence investigation of the Company and its Subsidiaries. Immediate Family means, with respect to any specified individual, such individuals spouse, parents, children, and siblings, or any other relative of such indiv