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EXHIBIT 2.4
AGREEMENT AND PLAN OF MERGER
AGREEMENT OF MERGER, dated this 31st day of October, 1996, pursuant to
Section 252(c) of the General Corporation Law of Delaware, between
SPR-Wisconsin, Inc., a Wisconsin corporation, and SPR Inc., a Delaware
corporation, which corporations collectively are referred to herein as the
"Constituent Corporations."
WITNESSETH that:
WHEREAS, the Constituent Corporations desire to merge into a single
corporation;
WHEREAS, SPR-Wisconsin, Inc. is duly organized, existing and in good
standing under the laws of the State of Wisconsin and has 5,000 shares of
authorized common stock, 1,000 shares of which are issued and outstanding;
WHEREAS, SPR Inc. is duly organized, existing and in good standing
under the laws of the State of Delaware and has 16,000,000 shares of authorized
capital stock, consisting of 13,000,000 shares of common stock and 3,000,000
shares of preferred stock;
WHEREAS, the Boards of Directors of the Constituent Corporations have
determined that it is in the best interests of the Constituent Corporations and
their respective shareholders that SPR-Wisconsin, Inc. be merged into SPR Inc.
and the shareholders of the Constituent Corporations have approved the proposed
merger.
NOW THEREFORE, the Constituent Corporations, in consideration of the
mutual covenants, agreements and provisions hereinafter contained do hereby
prescribe the terms and conditions of said merger and the mode of carrying the
same into effect as follows:
FIRST: SPR-Wisconsin, Inc. shall be and hereby is merged into SPR
Inc. and SPR Inc. shall be the surviving corporation. Such transaction shall
hereinafter be referred to as the "Merger."
SECOND: The Certificate of Incorporation of SPR Inc. as in effect on
the date of the Merger, shall continue in full force and effect as the
Certificate of Incorporation of the surviving corporation.
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THIRD: The manner of converting the outstanding shares of the capital
stock of each of the Constituent Corporations into the shares or other
securities of the surviving corporation shall be as follows:
(a) Each share of common stock of the surviving corporation, which
shall be issued and outstanding on the effective date of this Agreement, shall
remain issued and outstanding.
(b) Subject to the provisions of paragraph (c), each share of
SPR-Wisconsin, Inc. common stock which shall be outstanding immediately prior
to the Effective Date shall, by virtue of the Merger and without any action on
the part of the holder thereof, be converted as of the Effective Date into the
right to receive 462.197 shares of SPR Inc. common stock.
(c) No certificates for fractional shares shall be issuable. If
any fractional shares would otherwise be delivered but for the preceding
sentence, such shares in all circumstances will be rounded up or down to the
nearest whole number of SPR Inc. common shares.
(d) Each holder of SPR-Wisconsin Inc. common stock on the
Effective Date shall be entitled, upon the surrender to SPR Inc. of the
certificate or certificates for his shares of SPR-Wisconsin Inc. stock for
cancellation, to receive a certificate or certificates representing the number
of shares of SPR Inc. common stock into which the shares of SPR-Wisconsin Inc.
common stock shall have been converted in the Merger under paragraphs (b) and
(c) above. Until so presented and surrendered in exchange for a certificate or
certificates of SPR Inc. common stock, each certificate which represents issued
and outstanding shares of SPR-Wisconsin Inc. common stock shall be deemed for
all corporate purposes to evidence the ownership of the number of shares of SPR
Inc. common stock into which the shares shall have been converted in the
Merger.
FOURTH: The terms and conditions of the Merger are as follows:
(a) The By-laws of SPR Inc. as they shall exist on the Effective
Date of the Merger shall be and remain the bylaws of SPR Inc. until the same
shall be altered, amended or repealed
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as therein provided.
(b) The directors and officers of SPR Inc. shall continue in
office until the next annual meetings of stockholders and directors and until
their successors shall have been elected and qualified.
(c) The effective date of the Merger (the "Effective Date") shall
be October 31, 1996, or the earliest date thereafter that the proper
Certificate of Merger is filed in the office of the Secretary of State of
Delaware and the Department of Financial Institutions of Wisconsin.
(d) Upon the Merger becoming effective, all the property, rights,
privileges, franchises, patents, trademarks, licenses, registrations and other
assets of every kind and description of SPR-Wisconsin shall be transferred to,
vested in, and devolve upon, SPR Inc. without further act or deed and all
property, rights, and every other interest of SPR Inc. and SPR-Wisconsin shall
be as effectively the property of SPR Inc. as they were of SPR Inc. and
SPR-Wisconsin respectively. SPR-Wisconsin hereby agrees from time to time, as
and when requested by SPR Inc. or by its successors or assigns, to execute and
deliver or cause to be executed and delivered all such deeds and instruments
and to take or cause to be taken such further or other action as SPR Inc. may
deem necessary or desirable in order to vest in and confirm to SPR Inc. title
to and possession of any property of SPR-Wisconsin acquired or to be acquired
by reason of or as a result of the Merger herein provided for and otherwise to
carry out the interest and purposes hereof and the proper officers and
directors of SPR-Wisconsin and the proper officers and directors of SPR Inc.
are fully authorized in the name of SPR-Wisconsin or otherwise to take any and
all such action.
FIFTH: The Constituent Corporations hereby represent and warrant as
follows:
(a) Authority; Enforceability. The execution, delivery and
performance of this Agreement, and the consummation of transactions
contemplated herein, have been duly and validly authorized by all necessary
corporate action by each of the Constituent Corporations.
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This Agreement represents the legal, valid and binding obligation of each of
the Constituent Corporations and is enforceable against each of them in
accordance with its terms except, in all cases, as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors' rights generally and by
general equitable principles.
(b) No Violation. Neither the execution, delivery and performance
of this Agreement nor the consummation of the transactions contemplated herein,
nor compliance with any of the provisions hereof will (i) violate or conflict
or result in a breach of any provision of each respective Constituent
Corporation's Articles of Incorporation or By-Laws, (ii) constitute or result
in the breach of, or default under, any material note, mortgage, indenture,
license, agreement, lease, security or other material instrument or obligation
to which each Constituent Corporation is a party or by which either of them or
any of their respective properties may be subject or (iii) result in a
violation of any statute or governmental regulation, or any judgment or decree
of any court or governmental authority, to which either of the Constituent
Corporations is subject.
SIXTH: This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, and all such counterparts shall
constitute one instrument.
SEVENTH: Anything herein or elsewhere to the contrary
notwithstanding, this Agreement may be amended or terminated and abandoned by
the Board of Directors of any Constituent Corporation at any time prior to the
date of filing the Articles of Merger and Certificate of Merger with the
Department of Financial Institutions and Secretary of State, provided that an
amendment made subsequent to the adoption of the Agreement by the stockholders
of any Constituent Corporation shall not (1) alter or change the amount or kind
of shares to be received in exchange for or on conversion of all or any of the
shares of such Constituent Corporation, (2) alter or change any term of the
Certificate of Incorporation of SPR
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Inc. to be effected by the merger, or (3) alter or change any of the terms and
conditions of the Agreement if such alteration or change would adversely affect
the holders of any shares of common stock of such Constituent Corporation.
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IN WITNESS WHEREOF, the parties to this Agreement, pursuant to the
approval and authority duly given by resolutions adopted by their respective
Boards of Directors have caused these presents to be executed by the President
and Secretary of each party hereto as the respective act, deed and agreement of
each of said corporations, on this 31st day of October, 1996.
SPR INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Its: President
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Its: Secretary
SPR-WISCONSIN, INC.
By: /s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
Its: President and Secretary
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