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EXHIBIT 2.24
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER dated as of April 15, 1998 (the
"AGREEMENT"), by and between UDI CORP., a Massachusetts corporation ("UDI") and
UDI II CORP., a Massachusetts corporation ("UDI II").
W I T N E S S E T H:
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WHEREAS, the respective Boards of Directors of UDI and UDI II deem
it advisable that UDI II merge with and into UDI (the "MERGER"), upon the terms
and conditions herein and in accordance with the laws of the State of
Massachusetts, and that the shares of stock of each of UDI and UDI II shall be
converted upon the Merger as set forth herein.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
SECTION 1. TERMS
1.1. At the Effective Time (as hereinafter defined) of the Merger,
UDI II shall be merged with and into UDI, with UDI as the surviving corporation
(hereinafter also referred to as the "SURVIVING CORPORATION").
1.2. The Surviving Corporation shall be named "UDI Corp."
1.3. At the Effective Time, each share of Common Stock of UDI II
issued and outstanding immediately prior to the Effective Time shall, by virtue
of the Merger, be converted into and exchanged for one share of Common Stock of
the Surviving Corporation.
1.4. Upon and after the Effective Time, the Surviving Corporation
shall possess all the rights, privileges, powers and franchises, and be subject
to all the restrictions, disabilities and duties, of the Constituent
Corporations (as hereinafter defined); and all rights, privileges, powers and
franchises of the Constituent Corporations shall be vested in and be the
property of the Surviving Corporation; and all debts, liabilities and duties of
the Constituent Corporations shall thenceforth attach to the Surviving
Corporation and may be enforced against it to the same extent as if said debts,
liabilities and duties have been incurred or contracted by it.
SECTION 2. EFFECTIVE TIME
2.1. Subsequent to the execution of this Agreement, UDI II and UDI
(collectively, the "CONSTITUENT CORPORATIONS") shall submit this Agreement to
their stockholder for its approval pursuant to the applicable provisions of the
Business Corporation Law of the Commonwealth of Massachusetts.
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2.2. Following approval of this Agreement in accordance with Section
2.1 above, and provided that:
(a) each Constituent Corporations shall have received the approval
of its stockholder as required under law; and
(b) this Agreement has not been terminated and abandoned pursuant to
Section 4.2 hereof; the Surviving Corporation will cause an Articles of Merger
to be executed and filed with the Secretary of the Commonwealth of
Massachusetts as provided by law.
2.3. The Merger shall become effective immediately upon the filing
of the Articles of Merger with the Secretary of the Commonwealth of
Massachusetts (the date and time of such filing being herein referred to as the
"EFFECTIVE TIME").
SECTION 3. CERTIFICATE OF INCORPORATION AND BYLAWS; BOARD OF DIRECTORS
3.1. The Certificate of Incorporation of UDI constituted at the
Effective Time shall thereafter be the Articles of Incorporation of the
Surviving Corporation until such time as it shall be amended as provided by
law.
3.2. The Bylaws of UDI shall be the bylaws of the Surviving
Corporation, subject to alteration, amendment or repeal from time to time by
the Board of Directors or the stockholders of the Surviving Corporation.
3.3. From and after the Effective Time the members of the Board of
Directors of the Surviving Corporation shall consist of the members of the
Board of Directors of UDI immediately prior to the Effective Time, to hold
office until the expiration of their then current terms and until their
respective successors shall be elected.
3.4. From and after the Effective Time, the officers of UDI shall
consist of the officers of UDI immediately prior to the Effective Time, to hold
office until the next annual meeting of the Stockholder of UDI and until their
respective successors are elected and appointed.
SECTION 4. AMENDMENT AND TERMINATION
4.1. To the fullest extent permitted by applicable law, the
Constituent Corporations, by mutual consent of their respective Boards of
Directors, may amend, modify or supplement this Agreement in such a manner as
may be agreed upon by them in writing at any time prior to the Effective Time,
even though the Agreement shall have been approved by the stockholder of the
Constituent Corporations or of either thereof.
4.2. This Agreement may be terminated and the Merger abandoned for
any reason by resolution adopted by either of the respective Boards of
Directors of the Constituent Corporations
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at any time prior to the Effective Time, even though this Agreement shall have
been approved by the stockholder of the Constituent Corporations or of either
thereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
signed by their respective officers thereunto duly authorized affixed, all as
of the day and year first above written.
UDI CORP.
By /s/Xxxxxx X. Xxxxxx, Xx.
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Xxxxxx X. Xxxxxx, Xx.
UDI II CORP.
By /s/Xxxxxx X. Xxxxxx, Xx.
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Xxxxxx X. Xxxxxx, Xx.
