AGREEMENT AND PLAN OF MERGER BY AND AMONG CARLISLE INTERCONNECT TECHNOLOGIES, INC. AND 3S ACQUISITION COMPANY AND TSEI HOLDINGS, INC. AND THE STOCKHOLDERS AND CARLISLE COMPANIES INCORPORATED (solely for purposes of §9.15 hereof) AND BROCKWAY MORAN &...Agreement and Plan of Merger • November 15th, 2011 • Carlisle Companies Inc • Fabricated rubber products, nec • Delaware
This Agreement and Plan of Merger (as amended, supplemented or otherwise modified in accordance with the provisions hereof, this “Agreement”) is made and entered into as of November 11, 2011, by and among (i) Carlisle Interconnect Technologies, Inc., a Delaware corporation (“Purchaser”), (ii) 3S Acquisition Company, a Delaware corporation and a wholly owned Subsidiary of Purchaser (“Merger Sub”), (iii) TSEI Holdings, Inc., a Delaware corporation (the “Company”), (iv) holders of all of the outstanding Common Shares (as such term is defined below) as set forth under the column captioned “Stockholders” in the table set forth on Schedule 1.1(a) (the “Stockholders”), (v) Carlisle Companies Incorporated, a Delaware corporation (“Parent”), solely for purposes of joining §9.15 of this Agreement, and (vi) Brockway Moran & Partners Fund II, L.P., a Delaware limited partnership, solely in its capacity as Equityholders’ Representative hereunder.
