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Title: |
Agreement and Plan of Merger |
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Entities: |
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Date: |
2005 |
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Size: |
Preview shows 52KB of 203KB total |
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Price: |
$70 |
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ID: |
#1227789 |
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Start of Preview |
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AGREEMENT AND PLAN OF MERGER
BY AND AMONG
THRALL OMNI COMPANY, INC.,
(Parent)
AMHERST ACQUISITION CO., INC.,
a wholly owned direct subsidiary of Parent (Subcorp)
and
AMX CORPORATION
(the Company)
February 15, 2005
TABLE OF CONTENTS
| Page | ||||
|
ARTICLE I |
THE OFFER |
3 | ||
|
1.1. |
The Offer | 3 | ||
|
1.2. |
Company Action | 5 | ||
|
1.3. |
Board of Directors | 7 | ||
|
ARTICLE II |
THE MERGER |
8 | ||
|
2.1. |
The Merger | 8 | ||
|
2.2. |
Effective Time | 8 | ||
|
2.3. |
Effects of the Merger | 9 | ||
|
2.4. |
Articles of Incorporation and By-laws | 9 | ||
|
2.5. |
Directors and Officers of the Surviving Corporation | 9 | ||
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2.6. |
The Company Shareholders Meeting | 9 | ||
|
2.7. |
Merger Without Shareholders Meeting | 10 | ||
|
ARTICLE III |
CONVERSION OF SECURITIES |
11 | ||
|
3.1. |
Effect on Capital Stock | 11 | ||
|
3.2. |
Surrender and Payment | 12 | ||
|
3.3. |
Treatment of Stock Options | 14 | ||
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ARTICLE IV |
REPRESENTATIONS AND WARRANTIES OF PARENT AND SUBCORP |
15 | ||
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4.1. |
Organization and Standing | 15 | ||
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4.2. |
Corporate Power and Authority | 15 | ||
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4.3. |
Conflicts; Consents and Approval | 16 | ||
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4.4. |
Brokerage and Finders Fees | 16 | ||
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4.5. |
Information Supplied | 16 | ||
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4.6. |
Required Funds | 17 | ||
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ARTICLE V |
REPRESENTATIONS AND WARRANTIES OF THE COMPANY |
17 | ||
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5.1. |
Organization and Standing | 17 | ||
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5.2. |
Subsidiaries | 18 | ||
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5.3. |
Corporate Power and Authority | 18 | ||
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5.4. |
Capitalization of the Company | 18 | ||
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5.5. |
Conflicts; Consents and Approvals | 20 | ||
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5.6. |
Brokerage and Finders Fees; Expenses | 20 | ||
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5.7. |
The Company SEC Documents; Securities Law Matters | 21 | ||
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5.8. |
Information Supplied | 21 | ||
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5.9. |
Compliance with Law | 22 | ||
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5.10. |
Litigation; Products Liability | 23 | ||
|
5.11. |
No Material Adverse Change | 23 | ||
|
5.12. |
Taxes | 23 | ||
-i-
TABLE OF CONTENTS
(continued)
| Page | ||||
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5.13. |
Intellectual Property | 25 | ||
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5.14. |
Title to and Condition of Properties | 27 | ||
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5.15. |
Employee Benefit Plans | 28 | ||
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5.16. |
Contracts | 30 | ||
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5.17. |
Labor Matters | 32 | ||
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5.18. |
Undisclosed Liabilities | 32 | ||
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5.19. |
Operation of the Companys Business; Relationships | 33 | ||
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5.20. |
Permits; Compliance | 33 | ||
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5.21. |
Environmental Matters | 33 | ||
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5.22. |
Insurance | 34 | ||
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5.23. |
Opinion of Financial Advisor | 34 | ||
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5.24. |
Board Recommendation; Required Vote | 35 | ||
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5.25. |
Article 13.03 of the TBCA | 35 | ||
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ARTICLE VI |
COVENANTS OF THE PARTIES |
36 | ||
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6.1. |
Mutual Covenants | 36 | ||
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(a) HSR Act Filings; Reasonable Efforts; Notification |
36 | |||
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(b) Public Announcements |
38 | |||
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(c) Conveyance Taxes |
38 | |||
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6.2. |
Covenants of Parent | 38 | ||
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(a) Indemnification; Directors and Officers Insurance |
38 | |||
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(b) Employees and Employee Benefits |
39 | |||
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6.3. |
Covenants of the Company | 40 | ||
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(a) Conduct of the Companys Operations |
40 | |||
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(b) No Solicitation |
43 | |||
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(c) Fiduciary Right of Termination |
44 | |||
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(d) Access |
45 | |||
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(e) Subsequent Financial Statements |
45 | |||
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(f) Advice of Changes |
45 | |||
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(g) Stock Purchase Plan |
45 | |||
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ARTICLE VII |
CONDITIONS TO THE MERGER |
45 | ||
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7.1. |
Conditions to the Obligations of Each Party | 45 | ||
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ARTICLE VIII |
TERMINATION AND AMENDMENT |
46 | ||
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8.1. |
Termination | 46 | ||
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8.2. |
Effect of Termination | 47 | ||
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8.3. |
Amendment | 48 | ||
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8.4. |
Extension; Waiver | 48 | ||
-ii-
TABLE OF CONTENTS
(continued)
| Page | ||||
|
ARTICLE IX |
MISCELLANEOUS |
49 | ||
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9.1. |
Survival of Representations and Warranties | 49 | ||
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9.2. |
Notices | 49 | ||
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9.3. |
Interpretation | 50 | ||
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9.4. |
Counterparts | 51 | ||
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9.5. |
Entire Agreement | 51 | ||
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9.6. |
Third-Party Beneficiaries | 51 | ||
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9.7. |
Governing Law | 51 | ||
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9.8. |
Consent to Jurisdiction; Venue | 52 | ||
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9.9. |
Specific Performance | 52 | ||
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9.10. |
Assignment | 52 | ||
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9.11. |
Expenses | 52 | ||
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9.12. |
Severability | 53 | ||
-iii-
TABLE OF DEFINED TERMS
| Page | ||
|
Acquisition Agreement |
44 | |
|
Action |
23 | |
|
affiliate |
50 | |
|
Agreement |
1 | |
|
Antitrust Laws |
36 | |
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Applicable Laws |
13 | |
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Appointment Time |
7 | |
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Article 5.12 |
11 | |
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Articles of Merger |
8 | |
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business day |
50 | |
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Certificate |
11 | |
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Certificate of Merger |
8 | |
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Closing |
9 | |
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Closing Date |
9 | |
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Code |
14 | |
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Commission |
3 | |
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Company |
1 | |
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Company Articles |
9 | |
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Company Board |
1 | |
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Company Board Recommendation |
35 | |
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Company By-laws |
9 | |
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Company Common Stock |
18 | |
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Company Disclosure Schedule |
18 | |
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Company Employees |
39 | |
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Company Financial Advisor |
|
End of Preview |
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