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Document Preview Agreement and Plan of Merger |
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Title: |
Agreement and Plan of Merger |
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Entities: |
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Date: |
2006 |
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Size: |
141KB total |
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Price: |
$67 |
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ID: |
#2646267 |
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Start of Preview |
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AGREEMENT AND PLAN OF MERGER
AMONG
CHELSEY DIRECT, LLC,
CHELSEY ACQUISITION, INC.
AND
HANOVER DIRECT, INC.
DATED: AS OF NOVEMBER 27, 2006
TABLE OF CONTENTS
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Page |
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ARTICLE 1 |
THE MERGER |
1 |
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Section 1.1 |
The Merger |
1 |
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Section 1.2 |
Closing |
1 |
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Section 1.3 |
Effective Time |
2 |
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Section 1.4 |
Effects of the Merger |
2 |
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Section 1.5 |
Certificate of Incorporation and Bylaws of the Surviving Corporation |
2 |
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Section 1.6 |
Directors of the Surviving Corporation |
2 |
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Section 1.7 |
Officers of the Surviving Corporation |
2 |
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Section 1.8 |
Additional Actions |
2 |
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ARTICLE 2 |
EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE |
CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES; COMPANY
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STOCK OPTIONS |
2 |
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Section 2.1 |
Effect on Capital Stock |
3 |
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Section 2.2 |
Appraisal Rights |
3 |
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Section 2.3 |
Surrender of Certificates |
3 |
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Section 2.4 |
Company Stock Options |
5 |
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Section 2.5 |
Withholding Taxes |
5 |
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Section 2.6 |
Adjustments |
5 |
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ARTICLE 3 |
REPRESENTATIONS AND WARRANTIES OF THE COMPANY |
6 |
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Section 3.1 |
Organization, Standing and Corporate Power |
6 |
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Section 3.2 |
Capitalization |
6 |
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Section 3.3 |
Authority; Noncontravention; Stock Approval |
7 |
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Section 3.4 |
Governmental Approvals |
8 |
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Section 3.5 |
Company SEC Documents; Undisclosed Liabilities. |
8 |
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Section 3.6 |
Legal Proceedings |
9 |
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Section 3.7 |
Compliance With Laws |
9 |
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Section 3.8 |
Tax Matters |
9 |
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Section 3.9 |
Valuation Analysis |
9 |
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Section 3.10 |
Brokers and Other Advisors |
9 |
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ARTICLE 4 |
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND |
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MERGER SUB |
10 |
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Section 4.1 |
Organization, Standing and Corporate Power |
10 |
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Section 4.2 |
Authority; Noncontravention |
10 |
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Section 4.3 |
Governmental Approvals |
10 |
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Section 4.4 |
Ownership and Operations of Merger Sub |
11 |
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Section 4.5 |
Availability of Funds |
11 |
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Section 4.6 |
Brokers and Other Advisors |
11 |
TABLE OF CONTENTS
(continued)
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Page |
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ARTICLE 5 |
COVENANTS AND AGREEMENTS |
11 |
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Section 5.1 |
Preparation of the Proxy Statement; Schedule 13E-3; Stockholder |
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Meeting |
11 |
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Section 5.2 |
Conduct of Business of the Company |
12 |
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Section 5.3 |
Further Action; Efforts |
15 |
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Section 5.4 |
Public Announcements |
16 |
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Section 5.5 |
Access to Information; Confidentiality |
16 |
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Section 5.6 |
Notification of Certain Matters |
16 |
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Section 5.7 |
Indemnification and Insurance |
17 |
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Section 5.8 |
Securityholder Litigation |
18 |
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Section 5.9 |
Fees and Expenses |
18 |
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Section 5.10 |
Purchaser Vote |
18 |
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Section 5.11 |
Approval by Chelsey Finance |
18 |
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ARTICLE 6 |
CONDITIONS PRECEDENT |
18 |
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Section 6.1 |
Conditions to Each Partys Obligation to Effect the Merger |
18 |
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Section 6.2 |
Conditions to Obligations of Purchaser and Merger Sub |
18 |
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Section 6.3 |
Conditions to Obligations of the Company |
19 |
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ARTICLE 7 |
TERMINATION |
19 |
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Section 7.1 |
Termination |
19 |
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Section 7.2 |
Effect of Termination |
21 |
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ARTICLE 8 |
MISCELLANEOUS |
22 |
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Section 8.1 |
Effect of Action of Knowledge of Purchaser Group |
22 |
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Section 8.2 |
Nonsurvival of Representations and Warranties |
22 |
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Section 8.3 |
Amendment or Supplement |
23 |
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Section 8.4 |
Extension of Time, Waiver, Etc |
23 |
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Section 8.5 |
Assignment |
23 |
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Section 8.6 |
Counterparts; Facsimile; Electronic Transmission |
23 |
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Section 8.7 |
Entire Agreement; No Third-Party Beneficiaries |
23 |
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Section 8.8 |
Governing Law; Waiver of Jury Trial |
23 |
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Section 8.9 |
Specific Enforcement |
23 |
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Section 8.10 |
Consent to Jurisdiction |
24 |
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Section 8.11 |
Notices |
24 |
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Section 8.12 |
Severability |
25 |
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Section 8.13 |
Definitions |
25 |
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Section 8.14 |
Interpretation |
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End of Preview |
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