AGREEMENT AND PLAN OF MERGER
BETWEEN KAYNAR HOLDINGS INC. AND
KAYNAR TECHNOLOGIES INC.
THIS AGREEMENT is entered into as of May __, 1997, between KAYNAR
HOLDINGS INC., a Delaware corporation ("BUYER"), and its wholly-owned
subsidiary, KAYNAR TECHNOLOGIES INC., a Delaware corporation ("TARGET").
The parties agree as follows:
ARTICLE 1 -- THE MERGER
1.1 THE MERGER. Subject to the conditions of this Agreement, TARGET
will merge with and into BUYER (the "Merger"). BUYER will be the surviving
corporation, and its Certificate of Incorporation and Bylaws as in effect
immediately prior to the Merger will be the Certificate of Incorporation and
Bylaws of the surviving corporation, except with respect to the corporate name.
1.2 EFFECTIVE DATE. The Merger will become effective on the date
(the "Effective Date") the Certificate of Merger is filed with the Delaware
Secretary of State in accordance with Delaware General Corporation Law.
1.3 CONVERSION OF SHARES. On the Effective Date, (i) each
outstanding share of Common Stock, par value $.01 per share, of TARGET will be
cancelled and TARGET will cease to exist, (ii) each outstanding share of Series
A Convertible Preferred Stock, par value $.01 per share, of BUYER will be
exchanged for 9.953 shares of Common Stock of BUYER and 58.047 shares of a new
class of capital stock of BUYER, Series C Convertible Preferred Stock, par value
$.01 per share ("Series C Preferred Stock"), and (iii) each outstanding share of
Series B Preferred Stock, par value $.01 per share, of BUYER will be exchanged
for 68 shares of Series C Preferred Stock.
1.4 CHANGE OF NAME. Upon the Effective Date, the BUYER, as the
surviving entity, will be renamed "Kaynar Technologies Inc."
ARTICLE 2 -- REPRESENTATIONS AND WARRANTIES
2.1 DUE AUTHORIZATION, EXECUTION, AND DELIVERY. Each of TARGET and
BUYER represents that this Agreement has been duly authorized by their
respective boards of directors and stockholders and that this Agreement will be
executed and delivered by respective officers thereof as required by Section 251
of the Delaware General Corporation Law.
2.2 LEGAL PROCEEDINGS. Each of TARGET and BUYER represents that
(a) there is no pending or threatened judicial or administrative proceeding or
investigation affecting it or any of its subsidiaries, that if resolved
adversely to it could reasonably be expected to impair its ability to consummate
the Merger; and (b) it is not aware of any judicial or administrative decision
affecting it or any of its subsidiaries that could reasonably be expected to
impair its ability to consummate the Merger.
ARTICLE 3 -- COVENANTS
3.1 AFFIRMATIVE COVENANTS.
(a) FILINGS AND APPROVALS. Each party will cooperate with the other
in the preparation and filing, as soon as possible, of all necessary
applications, and other documents with respect to the Merger.
(b) STOCKHOLDERS' ACTIONS. Each party will submit this Agreement to
its stockholders for approval as soon as practicable after this Agreement is
approved by each party's respective board of directors.
ARTICLE 4 -- CLOSING PROCEDURES
The closing under this Agreement will take place on the Effective
Date.
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ARTICLE 5 -- TERMINATION
This Agreement, whether or not approved by the stockholders of BUYER
or TARGET, may be terminated on or before the Effective Date unilaterally by
action of the board of directors of TARGET or of BUYER. If termination occurs,
no party will have any further liability or obligation under this Agreement to
the other parties or to any stockholder, director, officer, employee, agent or
representative of the other parties.
ARTICLE 6 -- MISCELLANEOUS
6.1 NOTICES. Any notice under this Agreement may be orally or in
writing and either delivered in person, telexed or telecopied.
6.2 EXPENSES. Each party will pay its own expenses.
6.3 TERMINATION OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties of each party will terminate on the Effective
Date.
6.4 ASSIGNABILITY. Neither this Agreement nor any rights or
obligations under it are assignable.
6.5 GOVERNING LAW. This Agreement will be governed by the laws of
the State of Delaware.
6.6 AMENDMENT. This Agreement may be amended in accordance with
applicable law.
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IN WITNESS WHEREOF, Kaynar Holdings Inc. and Kaynar Technologies Inc.
have each caused this Agreement to be executed by its authorized officer as of
the Effective Date first above written.
KAYNAR HOLDINGS INC. KAYNAR TECHNOLOGIES INC.
By_______________________ By _______________________
Title: Title:
By_______________________ By _______________________
Title: Title:
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