Common use of Plan of Merger Clause in Contracts

Plan of Merger. Subject to the terms and conditions of this Agreement, the Merger will be carried out in the following manner: (a) The Company, Parent and Purchaser will cooperate and use their respective best efforts to consummate the transactions contemplated by this Agreement. (b) Subject to the provisions of this Agreement, a Certificate of Merger, substantially in the form of EXHIBIT A, shall be duly executed and, on the Closing Date (as defined in Section 1.5 hereof), or as soon thereafter as reasonably practicable, filed with the Delaware Secretary of State in accordance with the General Corporation Law of the State of Delaware (the "DGCL"). In addition, Articles of Merger shall be duly prepared, executed and acknowledged by the Company in accordance with the General and Business Corporation Law of the State of Missouri (the "MGBCL") and shall be filed on the Closing Date with the Missouri Secretary of State. The Merger shall become effective at the date and time set forth in the Certificate of Merger and the Articles of Merger (the "Effective Time"). (c) At the Effective Time, the Company shall merge with and into Mail-Well, the separate existence of the Company shall cease, and Mail-Well shall continue as the surviving corporation. (Mail-Well, in its capacity as the corporation surviving the Merger, is hereinafter sometimes referred to as the "Surviving Corporation.") (d) From and after the Effective Time, the Merger shall have the effects set forth in Section 259 of the DGCL and Section 351.450 of the MGBCL. (e) The "Merger Consideration" which shall be paid by Parent and Purchaser in the Merger, to be paid to the Shareholders other than Dissenting Shareholders, shall be equal to (i) $63,018,000 less (ii) the amount of Debt as defined in Section 1.5; less (iii) the amount of unpaid Company Expenses, as defined in Section 12.2; plus or minus (iv) the adjustment under Section 1.7(b) hereof; less (v) the amount, if any, paid by the Surviving Corporation to Dissenting Shareholders. The Merger Consideration plus the amount, if any, paid to Dissenting Shareholders by the Surviving Corporation is herein referred to as the "Total Shareholder Consideration." The Merger Consideration shall be paid in duly authorized, validly issued, fully paid and nonassessable Parent common stock ("MW Common Stock") valued at $43.93 per share (the "MW Common Stock Valuation"), which MW Common Stock shall be issued of record on the Closing Date on the Parent's (and its transfer agent's) books. (f) In the event of any stock split, combination, reclassification or stock dividend with respect to MW Common Stock, any change or conversion of MW Common Stock into other securities or any other dividend or distribution with respect to MW Common Stock (other than quarterly cash dividends issued in the ordinary course consistent with past practice), including without limitation, any distribution by Parent of shares of capital stock of any of its Affiliates (as defined in Section 2.18), or if a record date with respect to any of the foregoing should occur, prior to the Effective Time, appropriate adjustments shall be made to the MW Common Stock Valuation, and thereafter all references in this Agreement to the MW Common Stock Valuation shall be deemed to be the MW Common Stock Valuation as so adjusted. (g) At the Effective Time and subject to the terms of this Agreement, each share of common stock, par value $.142857 per share, of the Company (the "Common Stock") then issued and outstanding (other than (x) any shares of Common Stock which are held by any Subsidiary or in the treasury of the Company, or which are held, directly or indirectly, by Mail-Well or any direct or indirect subsidiary of Mail-Well, all of which shall be canceled and none of which shall receive any payment with respect thereto (hereinafter such shares are collectively referred to as "Subsidiary Shares") and (y) shares of Common Stock held by Dissenting Shareholders (as defined in Section 1.4 hereof) (hereinafter such shares are collectively referred to as "Dissenting Shares") shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and represent the right to receive a pro rata share of the Merger Consideration ("Pro Rata Share") which shall be equal to the fraction obtained by dividing one by the total number of shares of Common Stock outstanding at the Effective Time (other than the Subsidiary Shares and Dissenting Shares).

Plan of Merger. Subject Notwithstanding any provision of the Agreement to the terms and conditions of this Agreementcontrary, the Merger purchase and sale of the Interests owned by NSPG contemplated therein will be carried out effectuated as a merger of NSPG into AHC in accordance with the following mannerPlan of Merger: (a) At the Effective Time (as defined herein), NSPG shall be merged with and into AHC (the “Merger”) in accordance with the Delaware Limited Liability Company Act (“DLLCA”) and the Illinois Limited Liability Company Act (“ILLCA”), whereupon the separate existence of NSPG shall cease, and AHC shall be the surviving entity in the Merger (the “Surviving Entity”) and shall continue to be governed by the laws of the State of Delaware and the separate existence of AHC, with all its rights, privileges, immunities, powers, franchises, restrictions, obligations, liabilities, disabilities and duties, shall continue unaffected by the Merger except as set forth herein. The Company, Parent Merger shall have the effects specified in the DLLCA and Purchaser will cooperate and use their respective best efforts to consummate the transactions contemplated by this AgreementILLCA. (b) Subject to In the provisions event that this Amendment and the Merger contemplated herein shall have been fully approved and adopted on behalf of this Agreement, a Certificate of Merger, substantially in the form of EXHIBIT A, shall be duly executed and, on the Closing Date (as defined in Section 1.5 hereof), or as soon thereafter as reasonably practicable, filed with the Delaware Secretary of State AHC and NSPG in accordance with the General Corporation Law DLLCA and the ILLCA, as applicable, upon Closing, AHC and NSPG will file a certificate of merger with the Secretary of State of the State of Delaware (the "DGCL"). In addition, Articles and articles of Merger shall be duly prepared, executed and acknowledged by the Company in accordance merger with the General and Business Corporation Law Secretary of State of the State of Missouri (the "MGBCL") Illinois, and shall be filed on the Closing Date make all other filings or recordings required by any other applicable law in connection with the Missouri Secretary of StateMerger. The Merger shall become effective at the date and time set forth the certificate of merger is duly filed with the Secretary of State of the State of Delaware or at any later time as specified in the Certificate of Merger and the Articles certificate of Merger (the "“Effective Time"”). (c) At the Effective Time, the Company NSPG shall merge with and into Mail-Well, the separate existence be deemed to have contributed all of its assets to AHC in exchange for Purchaser’s payment of NSPG’s share of the Company Purchase Price. At Closing, Purchaser shall ceasedeliver the cash and OP Units otherwise due to NSPG pursuant to a schedule of recipients provided by NSPG, and Mail-Well shall continue as at the surviving corporation. bank or other addresses (Mail-Wellor where applicable, wire transfer instructions) specified in its capacity as the corporation surviving the Merger, is hereinafter sometimes referred to as the "Surviving Corporationsuch schedule.") (d) From The certificate of formation of the Surviving Entity in effect at the Effective Time shall be the certificate of formation of the Surviving Entity until amended in accordance with applicable law. The limited liability company agreement of the Surviving Entity in effect at the Effective Time shall be the limited liability company agreement of the Surviving Entity until amended in accordance with its terms and conditions. The officers of the Surviving Entity immediately prior to the Effective Time shall be the officers of the Surviving Entity immediately after the Effective Time, the Merger shall have the effects set forth in Section 259 of the DGCL and Section 351.450 of the MGBCL. (e) The "Merger Consideration" which Sections 10(a)(i) and 10(b)(i) of the Agreement are hereby amended to reflect that in addition to these deliveries, the certificate of merger referenced in Section 2(b) above shall be paid by Parent filed with the Secretary of State of the State of Delaware, and Purchaser the articles of merger referenced in the Merger, to be paid to the Shareholders other than Dissenting Shareholders, Section 2(b) above shall be equal to (i) $63,018,000 less (ii) filed with the amount Secretary of Debt as defined in Section 1.5; less (iii) the amount of unpaid Company Expenses, as defined in Section 12.2; plus or minus (iv) the adjustment under Section 1.7(b) hereof; less (v) the amount, if any, paid by the Surviving Corporation to Dissenting Shareholders. The Merger Consideration plus the amount, if any, paid to Dissenting Shareholders by the Surviving Corporation is herein referred to as the "Total Shareholder Consideration." The Merger Consideration shall be paid in duly authorized, validly issued, fully paid and nonassessable Parent common stock ("MW Common Stock") valued at $43.93 per share (the "MW Common Stock Valuation"), which MW Common Stock shall be issued of record on the Closing Date on the Parent's (and its transfer agent's) books. (f) In the event of any stock split, combination, reclassification or stock dividend with respect to MW Common Stock, any change or conversion of MW Common Stock into other securities or any other dividend or distribution with respect to MW Common Stock (other than quarterly cash dividends issued in the ordinary course consistent with past practice), including without limitation, any distribution by Parent of shares of capital stock of any of its Affiliates (as defined in Section 2.18), or if a record date with respect to any State of the foregoing should occur, prior to the Effective Time, appropriate adjustments shall be made to the MW Common Stock Valuation, and thereafter all references in this Agreement to the MW Common Stock Valuation shall be deemed to be the MW Common Stock Valuation as so adjustedState of Illinois. (g) At the Effective Time and subject to the terms of this Agreement, each share of common stock, par value $.142857 per share, of the Company (the "Common Stock") then issued and outstanding (other than (x) any shares of Common Stock which are held by any Subsidiary or in the treasury of the Company, or which are held, directly or indirectly, by Mail-Well or any direct or indirect subsidiary of Mail-Well, all of which shall be canceled and none of which shall receive any payment with respect thereto (hereinafter such shares are collectively referred to as "Subsidiary Shares") and (y) shares of Common Stock held by Dissenting Shareholders (as defined in Section 1.4 hereof) (hereinafter such shares are collectively referred to as "Dissenting Shares") shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and represent the right to receive a pro rata share of the Merger Consideration ("Pro Rata Share") which shall be equal to the fraction obtained by dividing one by the total number of shares of Common Stock outstanding at the Effective Time (other than the Subsidiary Shares and Dissenting Shares).

Plan of Merger. Subject to the terms and conditions of this Agreement, the Merger will be carried out in the following manner: (a) The Company, Parent and Purchaser will cooperate and use their respective best efforts to consummate the transactions contemplated by this Agreement. (b) Subject to the provisions of this Agreement, a Certificate of Merger, substantially in the form of EXHIBIT A, shall be duly executed and, on the Closing Date (as defined in Section 1.5 hereof), or as soon thereafter as reasonably practicable, filed with the Delaware Secretary of State in accordance with the General Corporation Law of the State of Delaware (the "DGCL"). In addition, Articles of Merger shall be duly prepared, executed and acknowledged by the Company in accordance with the General and Texas Business Corporation Law of the State of Missouri Act (the "MGBCLTBCA") and shall be filed on the Closing Date with the Missouri Texas Secretary of State. The Merger shall become effective at the date and time set forth in the Certificate of Merger and the Articles of Merger (the "Effective Time"). (c) At the Effective Time, the Company shall merge with and into Mail-Well, the separate existence of the Company shall cease, and Mail-Well shall continue as the surviving corporation. (Mail-Well, in its capacity as the corporation surviving the Merger, is hereinafter sometimes referred to as the "Surviving Corporation.") (d) From and after the Effective Time, the Merger shall have the effects set forth in Section 259 of the DGCL and Section 351.450 Article 5.06 of the MGBCLTBCA. (e) The "Merger Consideration" which shall be paid by Parent and Purchaser in the Merger, to be paid to the Shareholders other than Dissenting ShareholdersShareholder, shall be equal to (i) $63,018,000 11,387,000 less (ii) the amount of Debt as defined in Section 1.5; less (iii) the amount of unpaid Company Expenses, as defined in Section 12.2; plus or minus (iv) the adjustment under Section 1.7(b) hereof; less (v) the amount, if any, paid by the Surviving Corporation to Dissenting Shareholders. The Merger Consideration plus the amount, if any, paid to Dissenting Shareholders by the Surviving Corporation is herein referred to as the "Total Shareholder Consideration." The Merger Consideration shall be paid in duly authorized, validly issued, fully paid and nonassessable Parent common stock ("MW Common Stock") valued at $43.93 per share (the "MW Common Stock Valuation"), which MW Common Stock shall be issued of record on the Closing Date on the Parent's (and its transfer agent's) books. (f) In the event of any stock split, combination, reclassification or stock dividend with respect to MW Common Stock, any change or conversion of MW Common Stock into other securities or any other dividend or distribution with respect to MW Common Stock (other than quarterly cash dividends issued in the ordinary course consistent with past practice), including without limitation, any distribution by Parent of shares of capital stock of any of its Affiliates (as defined in Section 2.18), or if a record date with respect to any of the foregoing should occur, prior to the Effective Time, appropriate adjustments shall be made to the MW Common Stock Valuation, and thereafter all references in this Agreement to the MW Common Stock Valuation shall be deemed to be the MW Common Stock Valuation as so adjusted. (g) At the Effective Time and subject to the terms of this Agreement, each share of common stock, par value $.142857 10.00 per share, of the Company (the "Common Stock") then issued and outstanding (other than (x) any shares of Common Stock which are held by any Subsidiary or in the treasury of the Company, or which are held, directly or indirectly, by Mail-Well or any direct or indirect subsidiary of Mail-Well, all of which shall be canceled and none of which shall receive any payment with respect thereto Company (hereinafter such shares are collectively referred to as the "Subsidiary Shares") and (y) shares of Common Stock held by Dissenting Shareholders (as defined in Section 1.4 hereof) (hereinafter such shares are collectively referred to as "Dissenting Treasury Shares") shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and represent the right to receive a pro rata share of the Merger Consideration ("Pro Rata Share") which shall be equal to the fraction obtained by dividing one by the total number of shares of Common Stock outstanding at the Effective Time (other than the Subsidiary Shares and Dissenting Treasury Shares).

Plan of Merger. Subject to 2.1 The Merger ---------- (a) Upon the terms and subject to the conditions of this Agreement, at the Merger will Effective Time and in accordance with the provisions of this Agreement and the DGCL, Sub shall be carried out merged with and into Company, which shall be the surviving corporation (sometimes referred to hereinafter as the "Surviving Corporation") in the following manner: (a) The CompanyMerger, Parent and Purchaser will cooperate and use their respective best efforts to consummate the transactions contemplated by this Agreement. (b) separate corporate existence of Sub shall cease. Subject to the provisions of this Agreement, a certificate of merger (the "Certificate of Merger, substantially in the form of EXHIBIT A, ") shall be duly prepared, executed andand acknowledged by Company, on behalf of the Surviving Corporation, and thereafter delivered to the Secretary of State of the State of Delaware, for filing, as provided in the DGCL on the Closing Date (as defined in Section 1.5 hereof3.1), or as soon thereafter as reasonably practicable, filed with the Delaware Secretary of State in accordance with the General Corporation Law of the State of Delaware (the "DGCL"). In addition, Articles of Merger shall be duly prepared, executed and acknowledged by the Company in accordance with the General and Business Corporation Law of the State of Missouri (the "MGBCL") and shall be filed on the Closing Date with the Missouri Secretary of State. The Merger shall become effective at immediately following the date and time set forth in Spin-off upon the filing of the Certificate of Merger and with the Articles Secretary of State of the State of Delaware or at such time thereafter as is provided in the Certificate of Merger (the "Effective Time"). (c) At the Effective Time, the Company shall merge with and into Mail-Well, the separate existence of the Company shall cease, and Mail-Well shall continue as the surviving corporation. (Mail-Well, in its capacity as the corporation surviving the Merger, is hereinafter sometimes referred to as the "Surviving Corporation.") (db) From and after the Effective Time, the Merger shall have all the effects set forth in Section 259 the DGCL. Without limiting the generality of the DGCL and Section 351.450 of the MGBCL. (e) The "Merger Consideration" which shall be paid by Parent and Purchaser in the Merger, to be paid to the Shareholders other than Dissenting Shareholders, shall be equal to (i) $63,018,000 less (ii) the amount of Debt as defined in Section 1.5; less (iii) the amount of unpaid Company Expenses, as defined in Section 12.2; plus or minus (iv) the adjustment under Section 1.7(b) hereof; less (v) the amount, if any, paid by the Surviving Corporation to Dissenting Shareholders. The Merger Consideration plus the amount, if any, paid to Dissenting Shareholders by the Surviving Corporation is herein referred to as the "Total Shareholder Consideration." The Merger Consideration shall be paid in duly authorized, validly issued, fully paid and nonassessable Parent common stock ("MW Common Stock") valued at $43.93 per share (the "MW Common Stock Valuation"), which MW Common Stock shall be issued of record on the Closing Date on the Parent's (and its transfer agent's) books. (f) In the event of any stock split, combination, reclassification or stock dividend with respect to MW Common Stock, any change or conversion of MW Common Stock into other securities or any other dividend or distribution with respect to MW Common Stock (other than quarterly cash dividends issued in the ordinary course consistent with past practice), including without limitation, any distribution by Parent of shares of capital stock of any of its Affiliates (as defined in Section 2.18), or if a record date with respect to any of the foregoing should occur, prior to the Effective Time, appropriate adjustments shall be made to the MW Common Stock Valuationforegoing, and thereafter all references in this Agreement to the MW Common Stock Valuation shall be deemed to be the MW Common Stock Valuation as so adjusted. (g) At the Effective Time and subject to the terms of this Agreement, each share of common stock, par value $.142857 per share, of the Company (the "Common Stock") then issued and outstanding (other than (x) any shares of Common Stock which are held by any Subsidiary or in the treasury of the Company, or which are held, directly or indirectly, by Mail-Well or any direct or indirect subsidiary of Mail-Well, all of which shall be canceled and none of which shall receive any payment with respect thereto (hereinafter such shares are collectively referred to as "Subsidiary Shares") and (y) shares of Common Stock held by Dissenting Shareholders (as defined in Section 1.4 hereof) (hereinafter such shares are collectively referred to as "Dissenting Shares") shallthereto, by virtue of the Merger and without any action on in accordance with the part DGCL, all of the holder thereofproperties, be converted into rights, privileges, powers and represent franchises of Company and Sub shall vest in the right to receive a pro rata share Surviving Corporation and all of the Merger Consideration debts, liabilities and duties of Company and Sub shall become the debts, liabilities and duties of the Surviving Corporation. ("Pro Rata Share"c) which shall be equal The Certificate of Incorporation of Sub in effect immediately prior to the fraction obtained by dividing one by the total number of shares of Common Stock outstanding at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and the DGCL. (other than d) The Bylaws of Sub in effect immediately prior to the Subsidiary Shares Effective Time shall be the Bylaws of the Surviving Corporation until altered, amended or repealed as provided therein, in the Certificate of Incorporation of the Surviving Corporation and Dissenting Shares)the DGCL. (e) The officers and directors of Sub immediately prior to the Effective Time shall be the initial officers and directors of the Surviving Corporation, in each case until their respective successors are duly elected and qualified.

Plan of Merger. Subject to the terms and conditions of this Agreement, the Merger will be carried out in the following manner: (a) The Company, Parent and Purchaser will cooperate and use their respective best efforts to consummate the transactions contemplated by this Agreement. (b) Subject to the provisions of this Agreement, a Certificate of Merger, substantially in the form of EXHIBIT A, shall be duly executed and, on the Closing Date (as defined in Section 1.5 hereof), or as soon thereafter as reasonably practicable, filed with the Delaware Secretary of State in accordance with the General Corporation Law of the State of Delaware (the "DGCL"). In addition, Articles of Merger shall be duly prepared, executed and acknowledged by the Company in accordance with the General and Massachusetts Business Corporation Law of the State of Missouri Massachusetts (the "MGBCLMBCL") and shall be filed on the Closing Date with the Missouri Massachusetts Secretary of State. The Merger shall become effective at the date and time set forth in the Certificate of Merger and the Articles of Merger (the "Effective Time"). (c) At the Effective Time, the Company shall merge with and into Mail-Well, the separate existence of the Company shall cease, and Mail-Well shall continue as the surviving corporation. (Mail-Well, in its capacity as the corporation surviving the Merger, is hereinafter sometimes referred to as the "Surviving Corporation.") (d) From and after the Effective Time, the Merger shall have the effects set forth in Section 259 of the DGCL and Section 351.450 79 of the MGBCLMBCL. (e) The "Merger Consideration" which shall be paid by Parent and Purchaser in the Merger, to be paid to the Shareholders other than Dissenting Shareholders, shall be equal to (i) $63,018,000 13,499,000 less (ii) the amount of Debt as defined in Section 1.5; less (iii) the amount of unpaid Company Expenses, as defined in Section 12.2; plus or minus (iv) the adjustment under Section 1.7(b) hereof; less (v) the amount, if any, paid by the Surviving Corporation to Dissenting Shareholders. The Merger Consideration plus the amount, if any, paid to Dissenting Shareholders by the Surviving Corporation is herein referred to as the "Total Shareholder Consideration." The Merger Consideration shall be paid in duly authorized, validly issued, fully paid and nonassessable Parent common stock ("MW Common Stock") valued at $43.93 per share (the "MW Common Stock Valuation"), which MW Common Stock shall be issued of record on the Closing Date on the Parent's (and its transfer agent's) 's )books. (f) In the event of any stock split, combination, reclassification or stock dividend with respect to MW Common Stock, any change or conversion of MW Common Stock into other securities or any other dividend or distribution with respect to MW Common Stock (other than quarterly cash dividends issued in the ordinary course consistent with past practice), including without limitation, any distribution by Parent of shares of capital stock of any of its Affiliates (as defined in Section 2.18), or if a record date with respect to any of the foregoing should occur, prior to the Effective Time, appropriate adjustments shall be made to the MW Common Stock Valuation, and thereafter all references in this Agreement to the MW Common Stock Valuation shall be deemed to be the MW Common Stock Valuation as so adjusted. (g) At the Effective Time and subject to the terms of this Agreement, each share of common stock, par value $.142857 .01 per share, of the Company (the "Common Stock") then issued and outstanding (other than (x) any shares of Common Stock which are held by any Subsidiary or in the treasury of the Company, or which are held, directly or indirectly, by Mail-Well or any direct or indirect subsidiary of Mail-Well, all of which shall be canceled and none of which shall receive any payment with respect thereto (hereinafter such shares are collectively referred to as "Subsidiary Shares") and (y) shares of Common Stock held by Dissenting Shareholders (as defined in Section 1.4 hereof) (hereinafter such shares are collectively referred to as "Dissenting Shares") shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and represent the right to receive a pro rata share of the Merger Consideration ("Pro Rata Share") which shall be equal to the fraction obtained by dividing one by the total number of shares of Common Stock outstanding at the Effective Time (other than the Subsidiary Shares and Dissenting Shares).

Plan of Merger. Subject to the terms and conditions of this Agreement, the Merger will be carried out in the following manner: (a) The Company, Parent and Purchaser will cooperate and use their respective best efforts to consummate the transactions contemplated by this Agreement. (b) Subject to the provisions of this Agreement, a Certificate of Merger, substantially in the form of EXHIBIT A, shall be duly executed and, on the Closing Date (as defined in Section 1.5 hereof), or as soon thereafter as reasonably practicable, filed with the Delaware Secretary of State in accordance with the General Corporation Law of the State of Delaware (the "DGCL"). In addition, Articles of Merger shall be duly prepared, executed and acknowledged by the Company in accordance with the General and Business Corporation Law of the State of Missouri (the "MGBCL") and shall be filed on the Closing Date with the Missouri Secretary of State. The Merger shall become effective at the date and time set forth in the Certificate of Merger and the Articles of Merger (the "Effective Time"). (c) At the Effective Time, the Company shall merge with and into Mail-Well, the separate existence of the Company shall cease, and Mail-Well shall continue as the surviving corporation. (Mail-Well, in its capacity as the corporation surviving the Merger, is hereinafter sometimes referred to as the "Surviving Corporation.") (d) From and after the Effective Time, the Merger shall have the effects set forth in Section 259 of the DGCL and Section 351.450 of the MGBCL. (e) The "Merger Consideration" which shall be paid by Parent and Purchaser in the Merger, to be paid to the Shareholders other than Dissenting Shareholders, shall be equal to (i) $63,018,000 13,922,235 less (ii) the amount of Debt as defined in Section 1.5; less (iii) the amount of unpaid Company Expenses, as defined in Section 12.2; plus or minus (iv) the adjustment under Section 1.7(b) hereof; less (v) the amount, if any, paid by the Surviving Corporation to Dissenting Shareholders. The Merger Consideration plus the amount, if any, paid to Dissenting Shareholders by the Surviving Corporation is herein referred to as the "Total Shareholder Consideration." The Merger Consideration shall be paid in duly authorized, validly issued, fully paid and nonassessable Parent common stock ("MW Common Stock") valued at $43.93 per share (the "MW Common Stock Valuation"), which MW Common Stock shall be issued of record on the Closing Date on the Parent's (and its transfer agent's) 's books). (f) In the event of any stock split, combination, reclassification or stock dividend with respect to MW Common Stock, any change or conversion of MW Common Stock into other securities or any other dividend or distribution with respect to MW Common Stock (other than quarterly cash dividends issued in the ordinary course consistent with past practice), including without limitation, any distribution by Parent of shares of capital stock of any of its Affiliates (as defined in Section 2.18), or if a record date with respect to any of the foregoing should occur, prior to the Effective Time, appropriate adjustments shall be made to the MW Common Stock Valuation, and thereafter all references in this Agreement to the MW Common Stock Valuation shall be deemed to be the MW Common Stock Valuation as so adjusted. (g) At the Effective Time and subject to the terms of this Agreement, each share of common stock, par value $.142857 1.00 per share, of the Company (the "Common Stock") then issued and outstanding (other than (x) any shares of Common Stock which are held by any Subsidiary or in the treasury of the Company, or which are held, directly or indirectly, by Mail-Well or any direct or indirect subsidiary of Mail-Well, all of which shall be canceled and none of which shall receive any payment with respect thereto (hereinafter such shares are collectively referred to as "Subsidiary Shares") and (y) shares of Common Stock held by Dissenting Shareholders (as defined in Section 1.4 hereof) (hereinafter such shares are collectively referred to as "Dissenting Shares") shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and represent the right to receive a pro rata share of the Merger Consideration ("Pro Rata Share") which shall be equal to the fraction obtained by dividing one by the total number of shares of Common Stock outstanding at the Effective Time (other than the Subsidiary Shares and Dissenting Shares).

Plan of Merger. Subject to the terms and conditions of this Agreement, the Merger will be carried out in the following manner: (a) The Company, Parent and Purchaser will cooperate and use their respective best efforts to consummate the transactions contemplated by this Agreement. (b) Subject to the provisions of this Agreement, a Certificate of Merger, substantially in the form of EXHIBIT A, shall be duly executed and, on the Closing Date (as defined in Section 1.5 hereof), or as soon thereafter as reasonably practicable, filed with the Delaware Secretary of State in accordance with the General Corporation Law of the State of Delaware Ohio (the "DGCL"). In addition, Articles of Merger shall be duly prepared, executed and acknowledged by the Company in accordance with the General and Business Corporation Law of the State of Missouri Ohio Revised Code (the "MGBCLORC") and shall be filed on the Closing Date with the Missouri Ohio Secretary of State. The Merger shall become effective at the date and time set forth in the Certificate of Merger and the Articles of Merger (the "Effective Time"). (c) At the Effective Time, the Company shall merge with and into Mail-Well, the separate existence of the Company shall cease, and Mail-Well shall continue as the surviving corporation. (Mail-Well, in its capacity as the corporation surviving the Merger, is hereinafter sometimes referred to as the "Surviving Corporation.") (d) From and after the Effective Time, the Merger shall have the effects set forth in Section 259 of the DGCL and Section 351.450 1701.79 of the MGBCLORC. (e) The "Merger Consideration" which shall be paid by Parent and Purchaser in the Merger, to be paid to the Shareholders other than Dissenting Shareholders, shall be equal to (i) $63,018,000 9,664,650 less (ii) the amount of Debt as defined in Section 1.5; less (iii) the amount of unpaid Company Expenses, as defined in Section 12.2; plus or minus (iv) the adjustment under Section 1.7(b) hereof; less (v) the amount, if any, paid by the Surviving Corporation to Dissenting Shareholders. The Merger Consideration plus the amount, if any, paid to Dissenting Shareholders by the Surviving Corporation is herein referred to as the "Total Shareholder Consideration." The Merger Consideration shall be paid in duly authorized, validly issued, fully paid and nonassessable Parent common stock ("MW Common Stock") valued at $43.93 per share (the "MW Common Stock Valuation"), which MW Common Stock shall be issued of record on the Closing Date on the Parent's (and its transfer agent's) 's books). (f) In the event of any stock split, combination, reclassification or stock dividend with respect to MW Common Stock, any change or conversion of MW Common Stock into other securities or any other dividend or distribution with respect to MW Common Stock (other than quarterly cash dividends issued in the ordinary course consistent with past practice), including without limitation, any distribution by Parent of shares of capital stock of any of its Affiliates (as defined in Section 2.18), or if a record date with respect to any of the foregoing should occur, prior to the Effective Time, appropriate adjustments shall be made to the MW Common Stock Valuation, and thereafter all references in this Agreement to the MW Common Stock Valuation shall be deemed to be the MW Common Stock Valuation as so adjusted. (g) At the Effective Time and subject to the terms of this Agreement, each share of common stock, no par value $.142857 per share, of the Company (the "Common Stock") then issued and outstanding (other than (x) any shares of Common Stock which are held by any Subsidiary or in the treasury of the Company, or which are held, directly or indirectly, by Mail-Well or any direct or indirect subsidiary of Mail-Well, all of which shall be canceled and none of which shall receive any payment with respect thereto (hereinafter such shares are collectively referred to as "Subsidiary Shares") and (y) shares of Common Stock held by Dissenting Shareholders (as defined in Section 1.4 hereof) (hereinafter such shares are collectively referred to as "Dissenting Shares")) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and represent the right to receive a pro rata share of the Merger Consideration ("Pro Rata Share") which shall be equal to the fraction obtained by dividing one by the total number of shares of Common Stock outstanding at the Effective Time (other than the Subsidiary Shares and Dissenting Shares).

Plan of Merger. Subject to the terms and conditions of this Agreement, the Merger will be carried out in the following manner: (a) The Company, Parent and Purchaser will cooperate and use their respective best efforts to consummate the transactions contemplated by this Agreement. (b) Subject to the provisions of this Agreement, a Certificate of Merger, substantially in the form of EXHIBIT A, shall be duly executed and, on the Closing Date (as defined in Section 1.5 hereof), or as soon thereafter as reasonably practicable, filed with the Delaware Secretary of State in accordance with the General Corporation Law of the State of Delaware Ohio (the "DGCL"). In addition, Articles of Merger shall be duly prepared, executed and acknowledged by the Company in accordance with the General and Business Corporation Law of the State of Missouri Ohio Revised Code (the "MGBCLORC") and shall be filed on the Closing Date with the Missouri Ohio Secretary of State. The Merger shall become effective at the date and time set forth in the Certificate of Merger and the Articles of Merger (the "Effective Time"). (c) At the Effective Time, the Company shall merge with and into Mail-Well, the separate existence of the Company shall cease, and Mail-Well shall continue as the surviving corporation. (Mail-Well, in its capacity as the corporation surviving the Merger, is hereinafter sometimes referred to as the "Surviving Corporation.") (d) From and after the Effective Time, the Merger shall have the effects set forth in Section 259 of the DGCL and Section 351.450 1701.79 of the MGBCLORC. (e) The "Merger Consideration" which shall be paid by Parent and Purchaser in the Merger, to be paid to the Shareholders other than Dissenting Shareholders, shall be equal to (i) $63,018,000 11,812,350 less (ii) the amount of Debt as defined in Section 1.5; less (iii) the amount of unpaid Company Expenses, as defined in Section 12.2; plus or minus (iv) the adjustment under Section 1.7(b) hereof; less (v) the amount, if any, paid by the Surviving Corporation to Dissenting Shareholders. The Merger Consideration plus the amount, if any, paid to Dissenting Shareholders by the Surviving Corporation is herein referred to as the "Total Shareholder Consideration." The Merger Consideration shall be paid in duly authorized, validly issued, fully paid and nonassessable Parent common stock ("MW Common Stock") valued at $43.93 per share (the "MW Common Stock Valuation"), which MW Common Stock shall be issued of record on the Closing Date on the Parent's (and its transfer agent's) 's books). (f) In the event of any stock split, combination, reclassification or stock dividend with respect to MW Common Stock, any change or conversion of MW Common Stock into other securities or any other dividend or distribution with respect to MW Common Stock (other than quarterly cash dividends issued in the ordinary course consistent with past practice), including without limitation, any distribution by Parent of shares of capital stock of any of its Affiliates (as defined in Section 2.18), or if a record date with respect to any of the foregoing should occur, prior to the Effective Time, appropriate adjustments shall be made to the MW Common Stock Valuation, and thereafter all references in this Agreement to the MW Common Stock Valuation shall be deemed to be the MW Common Stock Valuation as so adjusted. (g) At the Effective Time and subject to the terms of this Agreement, each share of common stock, no par value $.142857 per share, of the Company (the "Common Stock") then issued and outstanding (other than (x) any shares of Common Stock which are held by any Subsidiary or in the treasury of the Company, or which are held, directly or indirectly, by Mail-Well or any direct or indirect subsidiary of Mail-Well, all of which shall be canceled and none of which shall receive any payment with respect thereto (hereinafter such shares are collectively referred to as "Subsidiary Shares") and (y) shares of Common Stock held by Dissenting Shareholders (as defined in Section 1.4 hereof) (hereinafter such shares are collectively referred to as "Dissenting Shares")) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and represent the right to receive a pro rata share of the Merger Consideration ("Pro Rata Share") which shall be equal to the fraction obtained by dividing one by the total number of shares of Common Stock outstanding at the Effective Time (other than the Subsidiary Shares and Dissenting Shares).