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Subscribers | 2003 |
Agreement and Plan of Merger
Agreement and Plan of Merger (164K)
Doc #374508: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
by and between
REMODELERS CREDIT CORPORATION,
U.S. HOME SYSTEMS, INC.
and
DECK AMERICA, INC.
and its
SHAREHOLDERS LISTED HEREIN
Dated as of October 16, 2002
TABLE OF CONTENTS
ARTICLE I
Definitions
2
Section 1.1
Defined Terms
2
Section 1.1
Defined . . .
374508
|
US Home & Garden
As referenced in this Agreement and Plan of Merger:
U.S. HOME – Agreement and Plan of Merger
EX-2.15 3 dex215.htm AGREEMENT AND PLAN OF MERGER
EXHIBIT 2.15
AGREEMENT AND PLAN OF MERGER
by and between
REMODELERS CREDIT CORPORATION,
U.S. HOME SYSTEMS, INC.
and
DECK AMERICA, INC.
and its
SHAREHOLDERS LISTED HEREIN
Dated as of October 16, 2002
TABLE OF CONTENTS
ARTICLE I
Definitions
2
Section 1.1
Defined Terms
_____________
U.S. HOME – Virginia company (DAI), all of the equity owners of DAI, except for the DAI Employee Stock Ownership Plan, as identified on the signature page of this Agreement (collectively, the Shareholders), U.S. HOME SYSTEMS, INC., a Delaware corporation (Parent) and REMODELERS CREDIT CORPORATION, a Delaware corporation (Sub) and a wholly-owned subsidiary of Parent.
WHEREAS, DAI is in the business of providing
_____________
U.S. Home – hereto.
(ooo) Operative Documents shall have the meaning set forth in Section 2.7.
(ppp) Parents and Subs Knowledge means the actual knowledge of Murray H. Gross.
(qqq) Parent means U.S. Home Systems, Inc., a Texas corporation.
(rrr) Parents Common Stock means Parents common stock, $0.001 par value.
(sss) Parents and Subs Liability Limit shall have the meaning set forth
_____________
U.S. Home – Richard M. Tarby, Esq.
If to Sub:
Remodelers Credit Corporation
750 State Highway 121 Bypass, Suite 170
Lewisville, Texas 75067
Attention: Murray H. Gross, President
Page 49
If to Parent:
U.S. Home System, Inc.
750 State Highway 121 Bypass, Suite 170
Lewisville, Texas 75067
Attention: Murray H. Gross, President
with a copy to
Jackson Walker L.L.P.
901 Main Street,
_____________
U.S. HOME – Address:
10616 Maplecrest Lane
Potomac, Maryland 20854
Page 52
Osmose, Inc.
By:
:
Name:
Its
Address:
980 Ellicott Street
Buffalo, New York 14209
SUB:
REMODELERS CREDIT CORPORATION,
a Delaware company
By:
U.S. HOME SYSTEMS, INC., its sole Shareholder
Name: Murray H. Gross
Its: President
Address:
750 State Highway 121 Bypass
Suite 170
Lewisville, Texas 75067
PARENT:
U.S. HOME SYSTEMS, INC., a
_____________
dt 1031288
;
U.S. Home
As referenced in this Agreement and Plan of Merger:
U.S. HOME SYSTEMS, INC – Agreement and Plan of Merger
EX-2.15 3 dex215.htm AGREEMENT AND PLAN OF MERGER
EXHIBIT 2.15
AGREEMENT AND PLAN OF MERGER
by and between
REMODELERS CREDIT CORPORATION,
U.S. HOME SYSTEMS, INC .
and
DECK AMERICA, INC.
and its
SHAREHOLDERS LISTED HEREIN
Dated as of October 16, 2002
TABLE OF CONTENTS
ARTICLE I
Definitions
2
Section 1.1
Defined Terms
2
Section
_____________
U.S. HOME SYSTEMS, INC – Virginia company (DAI), all of the equity owners of DAI, except for the DAI Employee Stock Ownership Plan, as identified on the signature page of this Agreement (collectively, the Shareholders), U.S. HOME SYSTEMS, INC ., a Delaware corporation (Parent) and REMODELERS CREDIT CORPORATION, a Delaware corporation (Sub) and a wholly-owned subsidiary of Parent.
WHEREAS, DAI is in the business of providing the fabrication,
_____________
U.S. Home Systems, Inc – hereto.
(ooo) Operative Documents shall have the meaning set forth in Section 2.7.
(ppp) Parents and Subs Knowledge means the actual knowledge of Murray H. Gross.
(qqq) Parent means U.S. Home Systems, Inc ., a Texas corporation.
(rrr) Parents Common Stock means Parents common stock, $0.001 par value.
(sss) Parents and Subs Liability Limit shall have the meaning set forth in Section
_____________
U.S. HOME SYSTEMS, INC – Address:
10616 Maplecrest Lane
Potomac, Maryland 20854
Page 52
Osmose, Inc.
By:
:
Name:
Its
Address:
980 Ellicott Street
Buffalo, New York 14209
SUB:
REMODELERS CREDIT CORPORATION,
a Delaware company
By:
U.S. HOME SYSTEMS, INC ., its sole Shareholder
Name: Murray H. Gross
Its: President
Address:
750 State Highway 121 Bypass
Suite 170
Lewisville, Texas 75067
PARENT:
U.S. HOME SYSTEMS, INC., a Delaware corporation
_____________
U.S. HOME SYSTEMS, INC – a Delaware company
By:
U.S. HOME SYSTEMS, INC., its sole Shareholder
Name: Murray H. Gross
Its: President
Address:
750 State Highway 121 Bypass
Suite 170
Lewisville, Texas 75067
PARENT:
U.S. HOME SYSTEMS, INC ., a Delaware corporation
By:
Name: Murray H. Gross
Its: President
Address:
750 State Highway 121 Bypass
Suite 170
Lewisville, Texas 75067
Page 53
INDEX OF SCHEDULES AND EXHIBITS
SCHEDULES
_____________
dt 1534182
;
|
 Jackson Walker
As referenced in this Agreement and Plan of Merger:
Jackson Walker – occur on or before November 30, 2002, or such other date as mutually agreed to by the parties (the Closing Date), and shall take place either at the offices of Jackson Walker , L.L.P., 901 Main Street, Suite 6000, Dallas, Texas 75202 or through the exchange, via facsimile to be followed by hard copies via national overnight courier (e.g.
_____________
Jackson Walker – President
Page 49
If to Parent:
U.S. Home System, Inc.
750 State Highway 121 Bypass, Suite 170
Lewisville, Texas 75067
Attention: Murray H. Gross, President
with a copy to
Jackson Walker L.L.P.
901 Main Street, Suite 6000
Dallas, Texas 75202
Attention: Richard B. Goodner
The persons or addresses to which mailings or deliveries shall be made may be
_____________
dt 1041358
|
| Preview
Subscribers | 2003 | |
US Home & Garden
As referenced in this Agreement and Plan of Merger:
U.S. HOME – Virginia company (DAI), all of the equity owners of DAI, except for the DAI Employee Stock Ownership Plan, as identified on the signature page of this Amendment (collectively, the Shareholders), U.S. HOME SYSTEMS, INC., a Delaware corporation (the Parent) and REMODELERS CREDIT CORPORATION, a Delaware corporation (the Sub) and a wholly-owned subsidiary of Parent.
The parties hereto agree to amend
_____________
U.S. HOME – By:
Name:
Its:
Address:
980 Ellicott Street
Buffalo, New York 14209
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER Page 2
SUB:
REMODELERS CREDIT CORPORATION,
a Delaware company
By:
U.S. HOME SYSTEMS, INC.,
its sole Shareholder
Name: Murray H. Gross
Its: President
Address:
750 State Highway 121 Bypass
Suite 170
Lewisville, Texas 75067
PARENT:
U.S. HOME SYSTEMS, INC.,
a
_____________
U.S. HOME – a Delaware company
By:
U.S. HOME SYSTEMS, INC.,
its sole Shareholder
Name: Murray H. Gross
Its: President
Address:
750 State Highway 121 Bypass
Suite 170
Lewisville, Texas 75067
PARENT:
U.S. HOME SYSTEMS, INC.,
a Delaware corporation
By:
Name:
Its:
Murray H. Gross
President
Address:
750 State Highway 121 Bypass
Suite 170
Lewisville, Texas 75067
AMENDMENT NO. 1 TO AGREEMENT AND
_____________
dt 1031289
;
|
U.S. Home
As referenced in this Agreement and Plan of Merger:
U.S. HOME SYSTEMS, INC – Virginia company (DAI), all of the equity owners of DAI, except for the DAI Employee Stock Ownership Plan, as identified on the signature page of this Amendment (collectively, the Shareholders), U.S. HOME SYSTEMS, INC ., a Delaware corporation (the Parent) and REMODELERS CREDIT CORPORATION, a Delaware corporation (the Sub) and a wholly-owned subsidiary of Parent.
The parties hereto agree to amend the Agreement
_____________
U.S. HOME SYSTEMS, INC – By:
Name:
Its:
Address:
980 Ellicott Street
Buffalo, New York 14209
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER Page 2
SUB:
REMODELERS CREDIT CORPORATION,
a Delaware company
By:
U.S. HOME SYSTEMS, INC .,
its sole Shareholder
Name: Murray H. Gross
Its: President
Address:
750 State Highway 121 Bypass
Suite 170
Lewisville, Texas 75067
PARENT:
U.S. HOME SYSTEMS, INC.,
a Delaware corporation
_____________
U.S. HOME SYSTEMS, INC – a Delaware company
By:
U.S. HOME SYSTEMS, INC.,
its sole Shareholder
Name: Murray H. Gross
Its: President
Address:
750 State Highway 121 Bypass
Suite 170
Lewisville, Texas 75067
PARENT:
U.S. HOME SYSTEMS, INC .,
a Delaware corporation
By:
Name:
Its:
Murray H. Gross
President
Address:
750 State Highway 121 Bypass
Suite 170
Lewisville, Texas 75067
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF
_____________
dt 1534183
|
| Preview
Subscribers | 2001 |
Agreement and Plan of Merger
Agreement and Plan of Merger (179K)
Doc #374530: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
by and between
HOME CREDIT ACQUISITION INC.,
U.S. HOME SYSTEMS, INC.
and
FIRST CONSUMER CREDIT, LLC,
and its
MEMBERS LISTED HEREIN
Dated as of September 28, 2001
{PAGE}
TABLE OF CONTENTS
{TABLE}
{S} {C}
ARTICLE I Definitions ...................................................................... 1
Section 1.1 Defined Terms ........................................................... 1
ARTICLE II The Merger ...................................................................... 7
Section 2.1 The Merger .............................................................. 7
Section 2.2 Filing .................................................................. 8
Section 2.3 Effectiveness of the Merger ............................................. 8
Section 2.4 Merger Consideration .................................................... 8
Section 2.5 Calculation Formula; Termination ........................................ 8
Section 2.6 Asset Sale and Distribution ............................................. 9
Section 2.7 Current Liabilities ..................................................... 9
Section 2.8 Effects of Merger ....................................................... 10
Section 2.9 Closing ................................................................. 10
ARTICLE III Representations and Warranties of Parent and Sub ............................... 10
Section 3.1 Validity and Capitalization ............................................. 10
Section 3.2 Formation of Sub ........................................................ 10
Section 3.3 Corporate Authorization ................................................. 11
Section 3.4 Compliance with Applicable Law .......................................... 11
Section 3.5 Litigation, Actions and Proceedings ..................................... 11
Section 3.6 Non-Contravention ....................................................... 11
Section 3.7 Issuance of Stock ....................................................... 12
Section 3.8 SEC Documents and Filing Requirements ................................... 12
Section 3.9 NASDAQ SmallCap Market Requirements ..................................... 13
ARTICLE IV Representations and Warranties of Company ....................................... 13
Section 4.1 Validity and Capitalization ............................................. 13
Section 4.2 Corporate Records ....................................................... 14
Section 4.3 Corporate Authorization ................................................. 14
Section 4.4 Compliance with Applicable Law .......................................... 14
Section 4.5 Required Licenses and Permits ........................................... 15
Section 4.6 Governmental Notices .................................................... 15
Section 4.7 Non-Contravention ....................................................... 15
Section 4.8 Government Approvals; Required Consents ................................. 15
Section 4.9 Material Contracts ...................................................... 16
Section 4.10 Subsidiaries and Affiliates ............................................. 17
Section 4.11 Actions and Proceedings ................................................. 17
Section 4.12 Tax Matters. ............................................................ 17
Section 4.13 Title to Properties; Encumbrances ....................................... 18
Section 4.14 Intellectual Property ................................................... 19
Section 4.15 Employee Matters ........................................................ 19
Section 4.16 Environmental Matters ................................................... 19
Section 4.17 Labor Matters; Employee Benefit Plans; Employment, Termination and
Severance Agreements .................................................... 20
Section 4.18 Leased Premises ......................................................... 23
Section 4.19 Financial Data .......................................................... 23
{/TABLE}
-i-
{PAGE}
{TABLE}
{S} {C}
Section 4.20 Ownership of Parent's Common Stock ..................... 24
Section 4.21 Disclosure ............................................. 24
Section 4.22 Brokers ................................................ 24
Section 4.23 Adverse Agreements ..................................... 24
Section 4.24 Insurance .............................................. 25
Section 4.25 Purchase for Investment ................................ 25
Section 4.26 Investor Qualifications ................................ 25
ARTICLE V Covenants ....................................................... 25
Section 5.1 Parent's and Sub's Covenants .......................... 25
Section 5.2 Covenants of the Company and Shareholders .............. 27
Section 5.3 Mutual Covenants ....................................... 29
Section 5.4 "Piggy Back" Registration Rights ....................... 31
ARTICLE VI Conditions to Closing .......................................... 32
Section 6.1 Conditions to Each Party's Obligation .................. 32
Section 6.2 Conditions to Obligation of the Company ................ 33
Section 6.3 Conditions to Obligation of Parent and Sub ............. 33
ARTICLE VII Closing Deliveries ............................................ 34
Section 7.1 Closing Deliveries of the Company ...................... 34
Section 7.2 Closing Deliveries of Parent and Sub ................... 35
ARTICLE VIII Indemnification .............................................. 36
Section 8.1 Survival of Representations, Warranties and Covenants .. 36
Section 8.2 Indemnification ........................................ 36
Section 8.3 Procedures for Indemnification ......................... 38
Section 8.4 Escrow Amount .......................................... 40
Section 8.5 Termination of Indemnification Obligations ............. 41
ARTICLE IX Dispute Resolution ............................................. 41
Section 9.1 Dispute Resolution ..................................... 41
ARTICLE X Miscellaneous ................................................... 43
Section 10.1 Termination ............................................ 43
Section 10.2 Costs, Expenses and Legal Fees ......................... 44
Section 10.3 Notices and Payments ................................... 44
Section 10.4 Third Party Beneficiaries .............................. 45
Section 10.5 Independent Contractors ................................ 45
Section 10.6 Successors and Assigns ................................. 45
Section 10.7 Amendments and Waivers ................................. 45
Section 10.8 Severability of Provisions ............................. 45
Section 10.9 Counterparts; Delivery ................................. 45
Section 10.10 Governing Law .......................................... 46
Section 10.11 Captions ............................................... 46
Section 10.12 Entire Agreement ....................................... 46
Section 10.13 Gender and Number ...................................... 46
Section 10.14 Reference to Agreement ................................. 46
{/TABLE}
-ii-
{PAGE}
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (the "Agreement") is dated as of
September 28, 2001 (the "Signing Date") and is entered by and between FIRST
CONSUMER CREDIT, LLC, a Texas limited liability company ("FCC"), all of the
equity owners of FCC as identified on the signature page of this Agreement
(collectively, the "Members"), U.S. HOME SYSTEMS, INC., a Delaware corporation
("Parent") and HOME CREDIT ACQUISITION INC., a Texas corporation ("Sub") and a
wholly-owned Subsidiary of Parent.
WHEREAS, FCC is in the business of originating and selling loans to provide
residential home improvements (the "Business");
WHEREAS, FCC will enter into an agreement with Sub prior to Closing to sell
certain FCC assets to Sub (the "Asset Sale") and will close the Asset Sale prior
to the Closing Date;
WHEREAS, after the Signing Date and upon consummation of the Asset Sale,
FCC shall convert from a Texas limited liability company to a Texas corporation
(the "Company") and the Members of FCC listed herein shall become shareholders
of the Company (the "Shareholders");
WHEREAS, Parent, Sub and the Company intend to effect a merger of Sub with
and into the Company in accordance with this Agreement and the TBCA (the
"Merger"). Upon consummation of the Merger, Sub shall cease to exist and the
Company shall be the surviving corporation (the "Surviving Company") and a
wholly-owned Subsidiary of Parent upon the terms and subject to the conditions
set forth herein;
WHEREAS, the respective boards of directors of each of Parent and Sub and
the managers of FCC have approved and adopted this Agreement, the Operative
Documents and the transactions contemplated hereby upon the terms and subject to
the conditions set forth herein;
WHEREAS, for U.S. federal income tax purposes, it is intended that (a) the
Merger shall qualify as a reorganization under the provisions of Section 368(a)
of the Internal Revenue Code of 1986, as amended (the "Code"), and the rules and
regulations promulgated thereunder (the "Regulations"), (b) this Agreement
constitutes a plan of reorganization, and (c) Parent, Sub and the Company shall
each be a party to such reorganization within the meaning of Section 368(b) of
the Code; and
NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties and covenants contained herein, the parties agree as
follows:
ARTICLE I
Definitions
Section 1.1 Defined Terms. As used in this Agreement, the following terms
-------------
shall have the following meanings:
(a) "Adjusted Average Closing Price" shall have the meaning set
------------------------------
forth in Section 2.5(a).
AGREEMENT AND PLAN OF MERGER - Page 1
{PAGE}
(b) "Affiliate" means, with respect to any Person, any other Person
---------
directly or indirectly controlling, controlled by or under common control with
such Person. For purposes of the immediately preceding sentence, term "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through
ownership of voting securities, by contract or otherwise.
(c) "Agreement" means this Agreement, including all schedules and
---------
exhibits hereto, and, if amended, modified or supplemented, as the same may be
so amended, modified or supplemented from time to time.
(d) "Applicable Law" shall have the meaning set forth in Section 2.1
--------------
(b).
(e) "Articles of Merger" shall have the meaning set forth in Section
------------------
2.2.
(f) "Assets" shall have the meaning set forth in Section 2.6.
------
(g) "Asset Sale" shall have the meaning set forth in Preamble to the
----------
Agreement.
(h) "Average Closing Price" shall have the meaning set forth in
---------------------
Section 2.5(a).
(i) "Business" shall have the meaning set forth in the Preamble to
--------
this Agreement.
(j) "Cash Compensation" shall have the meaning set forth in Section
-----------------
4.15(a).
(k) "Cash Consideration" shall have the meaning set forth in Section
------------------
2.4.
(l) "Change in Control" shall have the meaning set forth in Section
-----------------
8.4.
(m) "Closing" shall have the meaning set forth in Section 2.9.
-------
(n) "Closing Date" shall have the meaning set forth in Section 2.9.
------------
(o) "Code" means the Internal Revenue Code of 1986, as amended.
----
(p) "Company" means FCC prior to and upon conversion into a Texas
-------
corporation.
(q) "Company's Balance Sheets" shall have the meaning set forth in
------------------------
Section 4.19(a).
(r) "Company's Financial Statements" shall have the meaning set forth
------------------------------
in Section 4.19(a).
AGREEMENT AND PLAN OF MERGER - Page 2
{PAGE}
(s) "Company's Knowledge" means the actual knowledge of James D.
374530
|
US Home & Garden
As referenced in this Agreement and Plan of Merger:
U.S. HOME – 2.12
{SEQUENCE}3
{FILENAME}dex212.txt
{DESCRIPTION}AGREEMENT AND PLAN OF MERGER
{TEXT}
{PAGE}
Exhibit 2.12
AGREEMENT AND PLAN OF MERGER
by and between
HOME CREDIT ACQUISITION INC.,
U.S. HOME SYSTEMS, INC.
and
FIRST CONSUMER CREDIT, LLC,
and its
MEMBERS LISTED HEREIN
Dated as of September 28, 2001
{PAGE}
TABLE OF CONTENTS
{TABLE}
{S} {C}
ARTICLE I Definitions ...................................................................... 1
_____________
U.S. HOME – between FIRST
CONSUMER CREDIT, LLC, a Texas limited liability company ("FCC"), all of the
equity owners of FCC as identified on the signature page of this Agreement
(collectively, the "Members"), U.S. HOME SYSTEMS, INC., a Delaware corporation
("Parent") and HOME CREDIT ACQUISITION INC., a Texas corporation ("Sub") and a
wholly-owned Subsidiary of Parent.
WHEREAS, FCC is in the business of
_____________
U.S. Home – in
-------------------
Section 2.9.
(nnn) "Parent's and Sub's Knowledge" means the actual knowledge of
----------------------------
Murray H. Gross.
AGREEMENT AND PLAN OF MERGER - Page 5
{PAGE}
(ooo) "Parent" means U.S. Home Systems, Inc., a Texas corporation.
------
(ppp) "Parent's Common Stock" means Parent's common stock, $0.001 par
---------------------
value.
(qqq) "Parent's and Sub's Liability Limit" shall have
_____________
U.S. Home – Suite 136
Dallas, Texas 75254
If to Sub: Home Credit Acquisition Inc.
750 State Highway 121 Bypass, Suite 170
Lewisville, Texas 75067
ATTN: Murray H. Gross, President
If to Parent: U.S. Home System, Inc.
750 State Highway 121 Bypass, Suite 170
Lewisville, Texas 75067
ATTN: Murray H. Gross, President
with a copy to
Jackson Walker L.L.P.
901 Main Street,
_____________
U.S. HOME – President
Address: 301 South Center Street, Suite 120
Arlington, Texas 76010
AGREEMENT AND PLAN OF MERGER - Page 47
{PAGE}
SUB:
---
HOME CREDIT ACQUISITION INC.,
a Texas limited liability company
By: U.S. HOME SYSTEMS, INC., its sole Member
By: /s/ Murray H. Gross
-----------------------------------------
Its: President
Name: Murray H. Gross
Address: 750 State Highway 121 Bypass,
Suite 170
Lewisville, Texas 75067
PARENT:
------
U.
_____________
dt 1394221
;
U.S. Home
As referenced in this Agreement and Plan of Merger:
U.S. HOME SYSTEMS, INC – 2.12
{SEQUENCE}3
{FILENAME}dex212.txt
{DESCRIPTION}AGREEMENT AND PLAN OF MERGER
{TEXT}
{PAGE}
Exhibit 2.12
AGREEMENT AND PLAN OF MERGER
by and between
HOME CREDIT ACQUISITION INC.,
U.S. HOME SYSTEMS, INC .
and
FIRST CONSUMER CREDIT, LLC,
and its
MEMBERS LISTED HEREIN
Dated as of September 28, 2001
{PAGE}
TABLE OF CONTENTS
{TABLE}
{S} {C}
ARTICLE I Definitions ...................................................................... 1
Section 1.
_____________
U.S. HOME SYSTEMS, INC – between FIRST
CONSUMER CREDIT, LLC, a Texas limited liability company ("FCC"), all of the
equity owners of FCC as identified on the signature page of this Agreement
(collectively, the "Members"), U.S. HOME SYSTEMS, INC ., a Delaware corporation
("Parent") and HOME CREDIT ACQUISITION INC., a Texas corporation ("Sub") and a
wholly-owned Subsidiary of Parent.
WHEREAS, FCC is in the business of originating and
_____________
U.S. Home Systems, Inc – in
-------------------
Section 2.9.
(nnn) "Parent's and Sub's Knowledge" means the actual knowledge of
----------------------------
Murray H. Gross.
AGREEMENT AND PLAN OF MERGER - Page 5
{PAGE}
(ooo) "Parent" means U.S. Home Systems, Inc ., a Texas corporation.
------
(ppp) "Parent's Common Stock" means Parent's common stock, $0.001 par
---------------------
value.
(qqq) "Parent's and Sub's Liability Limit" shall have the meaning
_____________
U.S. HOME SYSTEMS, INC – President
Address: 301 South Center Street, Suite 120
Arlington, Texas 76010
AGREEMENT AND PLAN OF MERGER - Page 47
{PAGE}
SUB:
---
HOME CREDIT ACQUISITION INC.,
a Texas limited liability company
By: U.S. HOME SYSTEMS, INC ., its sole Member
By: /s/ Murray H. Gross
-----------------------------------------
Its: President
Name: Murray H. Gross
Address: 750 State Highway 121 Bypass,
Suite 170
Lewisville, Texas 75067
PARENT:
------
U.S. HOME
_____________
U.S. HOME SYSTEMS, INC – S. HOME SYSTEMS, INC., its sole Member
By: /s/ Murray H. Gross
-----------------------------------------
Its: President
Name: Murray H. Gross
Address: 750 State Highway 121 Bypass,
Suite 170
Lewisville, Texas 75067
PARENT:
------
U.S. HOME SYSTEMS, INC ., a Delaware corporation
By: /s/ Murray H. Gross
---------------------------------------------
Its: President
Name: Murray H. Gross
Address: 750 State Highway 121 Bypass, Suite 170
Lewisville, Texas 75067
AGREEMENT AND PLAN OF
_____________
dt 1534191
;
|
Jackson Walker
As referenced in this Agreement and Plan of Merger:
Jackson Walker – occur on
-------
or before October 2, 2001, or such other date as mutually agreed to by the
parties (the "Closing Date"), and shall take place either at the offices of
Jackson Walker , L.L.P., 901 Main Street, Suite 6000, Dallas, Texas 75202 or
through the exchange, via facsimile to be followed by hard copies via national
overnight courier (e.g.
_____________
Jackson Walker – H. Gross, President
If to Parent: U.S. Home System, Inc.
750 State Highway 121 Bypass, Suite 170
Lewisville, Texas 75067
ATTN: Murray H. Gross, President
with a copy to
Jackson Walker L.L.P.
901 Main Street, Suite 6000
Dallas, Texas 75202
ATTN: Richard B. Goodner
The persons or addresses to which mailings or deliveries shall be made may be
_____________
dt 1324309
|
| Preview
Subscribers | 2001 |
Agreement and Plan of Merger
Agreement and Plan of Merger (9K)
Doc #374556: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER dated February 13, 2001 (the "Agreement"), by
and among U.S. PAWN, INC. ("U.S. Pawn"), a Colorado corporation, and U.S. HOME
SYSTEMS, INC. ("Newco"), a Delaware corporation and wholly owned subsidiary of
U.S. Pawn.
RECITALS
A. The respective Boards of Directors of U.S. Pawn and Newco have
determined that a merger of U.S. Pawn into Newco (the "Merger") is desirable and
in the best interests of the stockholders . . .
374556
|
US Home & Garden
As referenced in this Agreement and Plan of Merger:
U.S. HOME – AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER dated February 13, 2001 (the "Agreement"), by
and among U.S. PAWN, INC. ("U.S. Pawn"), a Colorado corporation, and U.S. HOME
SYSTEMS, INC. ("Newco"), a Delaware corporation and wholly owned subsidiary of
U.S. Pawn.
RECITALS
A. The respective Boards of Directors of U.S. Pawn and Newco have
determined
_____________
U.S. HOME – WHEREOF, the parties hereto have set their hands as of the date
first written above.
U.S. PAWN, INC.
By: _________________________________________
Charles C. Van Gundy
President and Chief Executive Officer
U.S. HOME SYSTEMS, INC.
By: _________________________________________
Murray H. Gross
President and Chief Executive Officer
{/TEXT}
{/DOCUMENT}
_____________
dt 1031321
;
|
U.S. Home
As referenced in this Agreement and Plan of Merger:
U.S. HOME
SYSTEMS, INC – AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER dated February 13, 2001 (the "Agreement"), by
and among U.S. PAWN, INC. ("U.S. Pawn"), a Colorado corporation, and U.S. HOME
SYSTEMS, INC . ("Newco"), a Delaware corporation and wholly owned subsidiary of
U.S. Pawn.
RECITALS
A. The respective Boards of Directors of U.S. Pawn and Newco have
determined that a
_____________
U.S. HOME SYSTEMS, INC – WHEREOF, the parties hereto have set their hands as of the date
first written above.
U.S. PAWN, INC.
By: _________________________________________
Charles C. Van Gundy
President and Chief Executive Officer
U.S. HOME SYSTEMS, INC .
By: _________________________________________
Murray H. Gross
President and Chief Executive Officer
{/TEXT}
{/DOCUMENT}
_____________
dt 1534197
|
| Preview
Subscribers | 2002 |
Agreement and Plan of Merger
Agreement and Plan of Merger (100K)
Doc #419802: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (this "AGREEMENT") dated as of the 21st
day of March, 2002 by and among Global Realty Management Group, Inc., a Florida
corporation ("GRMG"), GRMG Acquisition Corporation, a Texas corporation, and a
wholly-owned subsidiary of GRMG ("ACQUISITION CORP."), Excalibur Holdings, Inc.,
a Texas corporation ("EXCALIBUR"), and Michael D. Farkas, a principal
shareholder (the "PRINCIPAL SHAREHOLDER") of GRMG for the limited purpose of the
indemnification . . .
419802
| |
Oppenheimer
As referenced in this Agreement and Plan of Merger:
Oppenheimer Wolff – of the last of the conditions set
forth in Sections 14 and 15 hereof as shall be determined by the mutual consent
of GRMG and Excalibur at the offices of Oppenheimer Wolff & Donnelly LLP,
Newport Beach, California.
(c) On the Effective Date, GRMG shall fix the number of
members of the Board of Directors at seven (7), effective with the Effective
_____________
Oppenheimer Wolff – respective addresses:
To: Excalibur:
Excalibur Holdings, Inc.
16825 Northchase Drive, Suite 630
Houston, TX 77060
Fax: (281) 877-9701
Attention: William S.H. Stuart
27
{PAGE}
With a copy to:
Oppenheimer Wolff & Donnelly LLP
840 Newport Center Drive, Suite 700
Newport Beach, CA 92660
Fax: (949) 823-6100
Attention: Marc A. Indeglia, Esq.
To: GRMG or Acquisition Corp.
1221 Brickell Avenue,
_____________
dt 1345460
|
| Preview
Subscribers | 2002 |
Agreement and Plan of Merger
Agreement and Plan of Merger (133K)
Doc #419803: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (this "Agreement") is dated as of
November 27, 2001 (the "Closing Date"), and is by and among Excalibur Steel,
Inc., an Oklahoma corporation ("Steel"), Dwayne Lewis, an individual residing in
Tulsa, Oklahoma and a shareholder of Steel ("Dwayne Lewis"), Debra Lewis, an
individual residing in Tulsa, Oklahoma and a shareholder of Steel ("Debra
Lewis"), Excalibur Holdings, Inc., a Texas corporation ("EHI"), William S.H.
Stuart, an individual residing in Houston, Texas and a shareholder, director,
and officer of EHI ("Stuart"), Matthew C. Flemming, an individual residing in
Houston, Texas and a shareholder, director, and officer of EHI ("Flemming"), and
Excalmerge, Inc., an Oklahoma corporation and wholly-owned subsidiary of EHI
("Sub"). Dwayne Lewis and Debra Lewis are sometimes referred to collectively
herein as "Lewis". Steel, Dwayne Lewis, Debra Lewis, EHI, and Sub are sometimes
individually referenced as a "Party" and are sometimes referred to collectively
herein as the "Parties."
Capitalized terms used in this Agreement shall have the meanings given
to them in Article 6 hereof, unless defined elsewhere in this Agreement.
W I T N E S S E T H:
WHEREAS EHI is interested in acquiring Steel through a merger of Steel
with and into Sub pursuant to which all of the issued and outstanding shares of
the common stock, par value $1.00 per share, of Steel ("Steel Common Stock")
would be converted into common stock, par value $.001 per share, of EHI ("EHI
Common Stock") on the terms and conditions set forth herein; and
WHEREAS Lewis owns all of the issued and outstanding Steel Common
Stock; and
WHEREAS the Parties hereto wish to set forth the representations,
warranties, agreements, and other items under which a merger (the "Merger") of
Steel with and into Sub will occur; and
WHEREAS the Boards of Directors of each of Steel and Sub have approved
and adopted this Agreement as a plan of reorganization within the provisions of
Section 368 of the Code; and
WHEREAS the shareholders of Steel and Sub have approved the Merger in
accordance with the Oklahoma General Corporation Act ("OGCA"); and
WHEREAS immediately following the Merger, Lewis will own 16.14% of the
total outstanding EHI Common Stock, as further detailed in Section 3.3(a) of
this Agreement;
NOW, THEREFORE, in consideration of the premises, the representations,
warranties and agreements herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereto hereby agree as follows:
-1-
{PAGE}
ARTICLE 1
THE MERGER AND RELATED MATTERS
1.1 MERGER.
(a) Upon the terms and subject to the conditions of this
Agreement, Steel shall be merged with and into Sub in accordance with the OGCA.
Sub shall be the surviving corporation in the Merger (the "Surviving
Corporation") and the separate existence of Steel shall thereupon cease. The
Surviving Corporation shall at the Effective Time change its corporate name to
"Excalibur Steel, Inc.", continue its corporate existence under and be organized
under and be governed by the OGCA and possess all the rights and assets of Steel
and Sub and be subject to all of the liabilities and obligations of Steel and
Sub in accordance with the provisions of the OGCA.
(b) The Articles of Incorporation and the Bylaws of Sub, as in
effect immediately prior to the Effective Time, shall be the Articles of
Incorporation and Bylaws, respectively, of the Surviving Corporation, until
thereafter amended, except that such Articles of Incorporation shall be amended
as of the Effective Time to change the name of the Surviving Corporation to
"Excalibur Steel, Inc."
(c) At the Effective Time, the authorized capital stock of the
Surviving Corporation shall consist of 5,000 shares of common stock, $.01 par
value per share, with 1,000 shares outstanding.
(d) The directors of Sub immediately prior to the Effective
Time, shall be the directors of the Surviving Corporation and shall hold office
in accordance with the Articles of Incorporation and By-laws of the Surviving
Corporation from the Effective Time until the earlier of their resignation or
removal or until their respective successors are duly elected and qualified, as
the case may be. The officers of the Sub immediately prior to the Effective Time
shall be the officers of the Surviving Corporation and shall hold office in
accordance with the Articles of Incorporation and By-laws of the Surviving
Corporation from the Effective Time until the earlier of their resignation or
removal or until their respective successors are duly elected and qualified, as
the case may be. Notwithstanding the foregoing, Dwayne Lewis shall be elected to
as a director and officer of each of EHI and Sub as further contemplated by
Section 1.7(b) hereof.
(e) The Merger shall have the effects set forth in the OGCA.
If at any time after the Effective Time, the Surviving Corporation shall
consider or be advised that any further assignments or assurances in law or
otherwise are necessary or desirable to vest, perfect or confirm, of record or
otherwise, in the Surviving Corporation, all rights, title and interests in all
real estate and other property and all privileges, powers and franchises of
Steel and Sub, the Surviving Corporation and its proper officers and directors,
in the name and on behalf of Steel and Sub, shall execute and deliver all such
proper deeds, assignments and assurances in law and do all things necessary and
proper to vest, perfect or confirm title to such property or rights in the
Surviving Corporation and otherwise to carry out the purpose of this Agreement,
and the proper officers and directors of the Surviving Corporation are fully
authorized in the name and on behalf of Steel and Sub or otherwise to take any
and all such action.
-2-
{PAGE}
1.2 CLOSING AND EFFECTIVE TIME. The closing (the "Closing") of the
Merger shall take place at the offices of Haynes and Boone L.L.P., 1000
Louisiana Street, Suite 2400, Houston, Texas 77002, concurrently with the
execution of this Agreement. The Merger shall be effective at such time (the
"Effective Time") as a properly executed Articles of Merger in substantially the
form attached as EXHIBIT "A" (together with any other documents required by law
to effectuate the Merger) shall have been filed with the Secretary of State of
the State of Oklahoma in accordance with the provisions of the OGCA, which
filing shall be made simultaneously with or as soon as practical after the
Closing, and the Secretary of State of the State of Oklahoma shall have issued a
Certificate of Merger relating to the Merger.
1.3 CONVERSION OF STOCK.
(a) Except as provided in this Section 1.3 or in Section 1.5
hereof, at the Effective Time, by virtue of the Merger and without any action on
the part of any holder of any shares of Steel Common Stock, each share of Steel
Common Stock outstanding immediately prior to the Effective Time shall be
converted into the right to receive, upon the surrender, pursuant to Section 1.4
hereof, of the certificates formerly representing such share, (i) 3,000 shares
of EHI Common Stock (which will result in a total of 1,500,000 shares of EHI
Common Stock being issued to the holders of Steel Common Stock, and the Parties
have negotiated and agreed that, at Closing, the EHI Common Stock shall be worth
$1.00 per share), (ii) $75,000.00 payable by EHI to Lewis (evidenced by the two
[2] 90-Day Promissory Notes [hereafter defined]), (iii) $75,000.00 payable to
Lewis (evidenced by the two [2] 1-Year Notes [hereafter defined]), and (iv)
$500,000.00 payable by EHI to Lewis (evidenced by the two [2] 120-Day Promissory
Notes (the items in (i)-(iv) are sometimes referred to collectively as the
"Consideration"). The 90-Day Promissory Notes, the 120-Day Promissory Notes, and
the 1-Year Notes are sometimes collectively referred to as the "Purchase Notes."
(b) Each share of the common stock, par value $.01 per share
("Sub Common Stock"), of Sub outstanding immediately prior to the Effective Time
shall continue to be outstanding without change.
(c) As of and after the Effective Time, no holder of any
certificate that immediately prior to the Effective Time represented shares of
Steel Common Stock shall have any rights as a holder of Steel Common Stock other
419803
|
Haynes and Boone
As referenced in this Agreement and Plan of Merger:
Haynes and Boone – otherwise to take any
and all such action.
-2-
{PAGE}
1.2 CLOSING AND EFFECTIVE TIME. The closing (the "Closing") of the
Merger shall take place at the offices of Haynes and Boone L.L.P., 1000
Louisiana Street, Suite 2400, Houston, Texas 77002, concurrently with the
execution of this Agreement. The Merger shall be effective at such time (the
"Effective Time")
_____________
Haynes and Boone – or Sub: Excalibur Holdings, Inc.
Excalmerge, Inc.
18614 Resica Falls Lane
Houston, Texas 77094
Attention: Matthew C. Flemming
Confirm: (281) 646-7009
Facsimile: (281) 599-7453
With a copy (which Haynes and Boone , L.L.P.
shall not constitute notice) 1000 Louisiana Street, Suite 4300
to: Houston, Texas 77002
Attention: Thomas J. McCaffrey
Confirm: (713) 547-2107
Facsimile: (713) 236-5661
-34-
{
_____________
dt 1415327
;
|
Oppenheimer
As referenced in this Agreement and Plan of Merger:
Oppenheimer, Wolff – Facsimile: (713) 236-5661
-34-
{PAGE}
If to Stuart: William S.H. Stuart
1906 Castlerock
Houston, Texas 77090
Confirm: (281) 537-8402
Facsimile: (281) 537-8402
With a copy (which Oppenheimer, Wolff & Donnelly, L.L.P.
shall not constitute notice) 840 Newport Center Drive, Suite 700
to: Newport Beach, California 92660
Attention: Marc A. Indeglia
Confirm: (949) 823-6047
Facsimile: (949)
_____________
Oppenheimer, Wolff – 6047
Facsimile: (949) 823-6100
If to Flemming: Matthew C. Flemming
18614 Resica Falls Lane
Houston, Texas 77094
Confirm: (281) 646-7009
Facsimile: (281) 599-7453
With a copy (which Oppenheimer, Wolff & Donnelly, L.L.P.
shall not constitute notice) 840 Newport Center Drive, Suite 700
to: Newport Beach, California 92660
Attention: Marc A. Indeglia
Confirm: (949) 823-6047
Facsimile: (949)
_____________
dt 1345461
|
| Preview
Subscribers | 2002 |
Agreement and Plan of Merger
Agreement and Plan of Merger (145K)
Doc #419807: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (this "Agreement") is dated as of March 29,
2002, and is by and among Shumate Machine Works, Inc., a Texas corporation
("SMW"), Larry C. Shumate, an individual residing in Magnolia, Texas
("Shumate"), Russ Clark, an individual residing in Magnolia, Texas ("Clark"),
Excalibur Holdings, Inc., a Texas corporation ("EHI"), and Excalmergeco, Inc., a
Texas corporation and wholly-owned subsidiary of EHI ("Sub"). Shumate and Clark
are sometimes collectively referred to as "Shareholders". SMW, the Shareholders,
EHI, and Sub are sometimes individually referenced as a "Party" and are
sometimes referred to collectively herein as the "Parties."
Capitalized terms used in this Agreement shall have the meanings given to them
in Article 7 hereof, unless defined elsewhere in this Agreement.
W I T N E S S E T H:
WHEREAS EHI is interested in acquiring SMW through a merger of SMW with and into
Sub pursuant to the terms and conditions set forth herein; and
WHEREAS the Parties hereto wish to set forth the representations, warranties,
agreements, and other items under which a merger (the "Merger") of SMW with and
into Sub will occur; and
NOW, THEREFORE, in consideration of the premises, the representations,
warranties and agreements herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereto hereby agree as follows:
ARTICLE 1
THE MERGER AND RELATED MATTERS
1.1 MERGER.
(a) Upon the terms and subject to the conditions of this Agreement, SMW
shall be merged with and into Sub in accordance with the Texas Business
Corporation Act ("TBCA"). Sub shall be the surviving corporation in the Merger
(the "Surviving Corporation"). The Surviving Corporation shall continue its
corporate existence under and be organized under and be governed by the TBCA and
possess all the rights and Assets of SMW and Sub and be subject to all of the
liabilities and obligations of SMW and Sub in accordance with the provisions of
the TBCA.
(b) The Articles of Incorporation and the Bylaws of Sub, as in effect
immediately prior to the Effective Time, shall be the Articles of Incorporation
and Bylaws, respectively, of the Surviving Corporation until thereafter amended.
(c) At the Effective Time, the authorized capital stock of the
Surviving Corporation shall consist of 100,000 authorized shares of common
stock, $.01 par value per share, with 1,000 shares outstanding ("Surviving
Corporation Common Stock").
-1-
{PAGE}
(d) The directors of Sub immediately prior to the Effective Time, shall
be the directors of the Surviving Corporation and shall hold office in
accordance with the Articles of Incorporation and Bylaws of the Surviving
Corporation from the Effective Time until the earlier of their resignation or
removal or until their respective successors are duly elected and qualified, as
the case may be. The officers of the Sub immediately prior to the Effective Time
shall be the officers of the Surviving Corporation and shall hold office in
accordance with the Articles of Incorporation and Bylaws of the Surviving
Corporation from the Effective Time until the earlier of their resignation or
removal or until their respective successors are duly elected and qualified, as
the case may be.
(e) The Merger shall have the effects set forth in the TBCA.
1.2 CLOSING AND EFFECTIVE TIME. The closing (the "Closing") of the Merger shall
take place at 7:00 p.m., Houston time, on March 29, 2002, at the offices of
Haynes and Boone L.L.P., 1000 Louisiana Street, Suite 4300, Houston, Texas
77002, or at such other time and place or such other date as EHI and SMW shall
agree. The Merger shall be effective at such time (the "Effective Time") as a
properly executed Articles of Merger in substantially the form attached as
Exhibit 1.2 (together with any other documents required by law to effectuate the
Merger) shall have been filed with the Secretary of State of the State of Texas
in accordance with the provisions of the TBCA, which filing shall be made as
soon as practical after the Closing, and the Secretary of State of the State of
Texas shall have issued a Certificate of Merger relating to the Merger.
1.3 CONVERSION. Except as provided in this Section 1.3, in Section 1.4, or in
Section 1.5 hereof, at the Effective Time, by virtue of the Merger and without
any action on the part of any holder of any shares of SMW Common Stock, each
share of SMW Common Stock outstanding immediately prior to the Effective Time
shall be converted into the right to receive, upon the surrender of the
certificates formerly representing such share, (i) 1,150 shares of EHI Common
Stock (which will result in a total of 1,150,000 shares of EHI Common Stock
being issued to the holders of SMW Common Stock), and the prorata right to
receive the other elements of the Consideration described in Section 1.4. Each
share of the Surviving Corporation Common Stock outstanding immediately prior to
the Effective Time shall continue to be outstanding without change. As of and
after the Effective Time, no holder of any certificate that immediately prior to
the Effective Time represented shares of SMW Common Stock shall have any rights
as a holder of SMW Common Stock other than to receive the Consideration
1.4 CONSIDERATION. At and as of the Effective Time, and provided all of the
conditions precedent to the performance of EHI's and Sub's obligations hereunder
and the consummation of the Merger have been satisfied, EHI agrees to deliver to
the Shareholders the following: (i) TWO HUNDRED FIFTY THOUSAND ADD NO/100THS
DOLLARS ($250,000); (ii) ONE MILLION ONE HUNDRED FIFTY THOUSAND (1,150,000)
shares of EHI Common Stock (pursuant to the conversion set forth in Section 1.3
above); (iii) a promissory note in the original principal amount of $150,000.00,
made payable to the order of Shumate, which will be payable in five monthly
equal payments of $30,000, with the first such payment being due on the date
that is one hundred and eighty days (180) after the Closing (the "Shumate
-2-
{PAGE}
Note"); (iv) a promissory note in the original principal amount of $100,000.00,
made payable to the order of Clark, which will be payable in five monthly equal
payments of $20,000, with the first such payment being due on the date that is
one hundred and eighty days (180) after the Closing (the "Clark Note") (the
Shumate Note and the Clark Note are hereinafter collectively referred to as the
"Notes"); and (v) a cash amount equal to the reasonable expenses incurred by SMW
and the Shareholders for audits, appraisals, and professional service fees
related to the Merger (up to a maximum of $21,000); and (v) an Earn-Out
Agreement in the form attached hereto as Exhibit "A" (the "Earn-Out Agreement").
Collectively, the matters referenced in items (i) through (v) above are referred
to as the "Consideration." The Consideration shall be allocated among the
Shareholders in accordance with their respective pro rata share ownership in
SMW.
1.5 CANCELLATION OF TREASURY STOCK. At the Effective Time, all shares of SMW
Common Stock that are owned directly or indirectly by SMW as treasury stock
419807
|
Haynes and Boone
As referenced in this Agreement and Plan of Merger:
Haynes and Boone – 2 CLOSING AND EFFECTIVE TIME. The closing (the "Closing") of the Merger shall
take place at 7:00 p.m., Houston time, on March 29, 2002, at the offices of
Haynes and Boone L.L.P., 1000 Louisiana Street, Suite 4300, Houston, Texas
77002, or at such other time and place or such other date as EHI and SMW shall
agree. The
_____________
Haynes and Boone – If to EHI: Excalibur Holdings, Inc.
16825 Northchase Drive, Suite 630
Houston, Texas 77060
Attention: Matthew C. Flemming
Confirm: (281) 646-7009
Facsimile: (281) 599-7453
With a copy (which Haynes and Boone , L.L.P.
shall not constitute notice) 1000 Louisiana Street, Suite 4300
to: Houston, Texas 77002
Attention: Thomas J. McCaffrey
Confirm: (713) 547-2107
Facsimile: (713) 236-5661
If
_____________
Haynes and Boone – 5661
If to Sub: Excalmergeco, Inc.
16825 Northchase Drive, Suite 630
Houston, Texas 77060
Attention: Matthew C. Flemming
Confirm: (281) 646-7009
Facsimile: (281) 599-7453
With a copy (which Haynes and Boone , L.L.P.
shall not constitute notice) 1000 Louisiana Street, Suite 4300
to: Houston, Texas 77002
Attention: Thomas J. McCaffrey
Confirm: (713) 547-2107
Facsimile: (713) 236-5661
or
_____________
HAYNES AND BOONE – EXECUTE AND DELIVER ALL DOCUMENTS AND TO DO
ALL THINGS REASONABLY NECESSARY TO CARRY OUT AND COMPLETE THE PURPOSES THEREOF.
WE FURTHER ACKNOWLEDGE AND UNDERSTAND THAT THE LAW FIRM OF HAYNES AND BOONE ,
L.L.P., HAS NOT AND DOES NOT REPRESENT ME WITH REGARD TO SAID AGREEMENT OR WITH
REGARD TO ANY OTHER MATTER RELATING THERETO. WE FURTHER HEREBY ACKNOWLEDGE,
AGREE,
_____________
dt 1415329
;
| Larry C. Shumate;
Russ Clark
|
| Preview
Subscribers | 2002 |
Agreement and Plan of Merger
Agreement and Plan of Merger (101K)
Doc #419841: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (this "AGREEMENT") dated as of the 21st
day of March, 2002 by and among Global Realty Management Group, Inc., a Florida
corporation ("GRMG"), GRMG Acquisition Corporation, a Texas corporation, and a
wholly-owned subsidiary of GRMG ("ACQUISITION CORP."), Excalibur Holdings, Inc.,
a Texas corporation ("EXCALIBUr"), and Michael D. Farkas, a principal
shareholder (the "PRINCIPAL SHAREHOLDER") of GRMG for the limited purpose of the
indemnification . . .
419841
| |
Oppenheimer
As referenced in this Agreement and Plan of Merger:
Oppenheimer Wolff – of the last of the conditions set
forth in Sections 14 and 15 hereof as shall be determined by the mutual consent
of GRMG and Excalibur at the offices of Oppenheimer Wolff & Donnelly LLP,
Newport Beach, California.
(c) On the Effective Date, GRMG shall fix the number of
members of the Board of Directors at seven (7), effective with the Effective
_____________
Oppenheimer Wolff – the following respective addresses:
To: Excalibur:
Excalibur Holdings, Inc.
16825 Northchase Drive, Suite 630
Houston, TX 77060
Fax: (281) 877-9701
Attention: William S.H. Stuart
With a copy to:
Oppenheimer Wolff & Donnelly LLP
840 Newport Center Drive, Suite 700
Newport Beach, CA 92660
Fax: (949) 823-6100
Attention: Marc A. Indeglia, Esq.
27
{PAGE}
To: GRMG or Acquisition Corp.
1221
_____________
dt 1345464
|
| Preview
Subscribers | 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (211K)
Doc #1067653: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
Exhibit 2.1
** The schedules referenced in this Agreement and Plan
of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Copies of the omitted schedules will be
provided to the Securities and Exchange Commission upon its request.
AGREEMENT
AND PLAN OF MERGER
among
DRS
TECHNOLOGIES, INC.,
MAXCO, INC.
and
ENGINEERED
SUPPORT SYSTEMS, INC.
Dated
as of September 21, 2005
. . .
1067653
|
Maxco
As referenced in this Agreement and Plan of Merger:
MAXCO, INC – Regulation S-K. Copies of the omitted schedules will be
provided to the Securities and Exchange Commission upon its request.
AGREEMENT
AND PLAN OF MERGER
among
DRS
TECHNOLOGIES, INC.,
MAXCO, INC .
and
ENGINEERED
SUPPORT SYSTEMS, INC.
Dated
as of September 21, 2005
TABLE
OF CONTENTS
ARTICLE 1
The Merger
1.1
The Merger
1
1.2
The Closing
1
1.
_____________
Maxco, Inc – AGREEMENT
AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 21,
2005, among DRS Technologies, Inc., a Delaware corporation (“Parent”), Maxco, Inc ., a Missouri
corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Engineered Support
Systems, Inc., a Missouri corporation (the “Company”).
RECITALS
WHEREAS, the
_____________
MAXCO, INC – Name:
Gerald A. Potthoff
Title:
Vice Chairman and Chief Executive Officer
DRS TECHNOLOGIES, INC.
By:
/s/ Mark S. Newman
Name:
Mark S. Newman
Title:
Chairman, President and Chief Executive
Officer
MAXCO, INC .
By:
/s/ Mark S. Newman
Name:
Mark S. Newman
Title:
President
46
COMPANY
DISCLOSURE SCHEDULES
Section 3.3(a)(i)
Stock Options
Section 3.3(b)
Stock Rights Agreements
_____________
dt 1715775
| |
| Preview
Subscribers | 2005 |
Agreement and Plan of Merger
Agreement and Plan of Merger (222K)
Doc #1067705: Click preview link for longer preview.
** The schedules referenced in this Agreement and Plan of Merger have been
omitted pursuant to Item 601(b)(2) of Regulation S-K. Copies of the omitted
schedules will be provided to the Securities and Exchange Commission upon its
request.
AGREEMENT AND PLAN OF MERGER
among
DRS TECHNOLOGIES, INC.,
MAXCO, INC.
and
ENGINEERED SUPPORT SYSTEMS, INC.
Dated as of September 21, . . .
1067705
|
Maxco
As referenced in this Agreement and Plan of Merger:
MAXCO, INC – of Regulation S-K. Copies of the omitted
schedules will be provided to the Securities and Exchange Commission upon its
request.
AGREEMENT AND PLAN OF MERGER
among
DRS TECHNOLOGIES, INC.,
MAXCO, INC .
and
ENGINEERED SUPPORT SYSTEMS, INC.
Dated as of September 21, 2005
===============================================================================
TABLE OF CONTENTS
ARTICLE 1 The Merger
1.1 The Merger............................................................1
1.2 The Closing...........................................................1
_____________
Maxco, Inc – 3.16(b)
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of September
21, 2005, among DRS Technologies, Inc., a Delaware corporation ("Parent"),
Maxco, Inc ., a Missouri corporation and a wholly owned subsidiary of Parent
("Merger Sub"), and Engineered Support Systems, Inc., a Missouri corporation
(the "Company").
RECITALS
WHEREAS, the respective Boards of Directors
_____________
MAXCO, INC – Name: Gerald A. Potthoff
Title: Vice Chairman and
Chief Executive Officer
DRS TECHNOLOGIES, INC.
By: /s/ Mark S. Newman
--------------------------------
Name: Mark S. Newman
Title: Chairman, President and
Chief Executive Officer
MAXCO, INC .
By: /s/ Mark S. Newman
--------------------------------
Name: Mark S. Newman
Title: President
COMPANY DISCLOSURE SCHEDULES
Section 3.3(a)(i) Stock Options
Section 3.3(b) Stock Rights Agreements
_____________
dt 1715776
|