EXHIBIT 2.1
AGREEMENT OF MERGER
AGREEMENT OF MERGER, dated as of July 25, 1997 (this "Agreement"),
between General Instrument Corporation of Delaware, a Delaware corporation ("GI
Delaware"), and its parent corporation, General Instrument Corporation, a
Delaware corporation ("GI"). GI Delaware and GI are hereinafter sometimes
collectively called the "Constituent Corporations."
RECITALS
WHEREAS, the Board of Directors of each of the Constituent
Corporations deems it advisable and to the welfare and advantage of such
Constituent Corporation and its respective stockholders that the Constituent
Corporations merge under and pursuant to Section 253 of the General Corporation
Law of the State of Delaware into a single corporation, and that GI shall be the
surviving corporation, and have approved this Agreement and the merger
contemplated hereby (the "Merger");
WHEREAS, the registered office of GI in the State of Delaware is
located at Corporation Trust Center, 0000 Xxxxxx Xxxxxx in the City of
Wilmington, County of New Castle, and the name of its registered agent at such
address is The Corporation Trust Company; and the registered office of GI
Delaware in the State of Delaware is located at Corporation Trust Center, 0000
Xxxxxx Xxxxxx in the City of Wilmington, County of New Castle, and the name of
its registered agent at such address is The Corporation Trust Company.
NOW, THEREFORE, the parties to this Agreement, in consideration of
the mutual covenants, agreements and provisions hereinafter contained do hereby
prescribe the terms and conditions of said merger and mode of carrying the same
into effect as follows:
ARTICLE I
THE MERGER
1.01.THE MERGER. In accordance with the provisions of this Agreement
and the applicable laws of the State of Delaware, at the Effective Time (as
defined in Section 1.02 hereof), GI Delaware shall be merged with and into GI,
and GI shall be the surviving corporation (such corporation in its capacity as
such surviving corporation being hereinafter sometimes called the "Surviving
Corporation") and shall continue its corporate existence and organization under
the laws of the State of Delaware, and the separate existence of GI Delaware
shall thereupon cease.
1.02.EFFECTIVE TIME. A certificate of ownership and merger in
substantially the form annexed hereto as Annex A (the "Certificate of Merger")
shall be filed with the Secretary of State of the State of Delaware by GI to
effect the Merger. The term "Effective Time" shall mean the effective time
specified in the Certificate of Ownership and Merger.
1.03.CERTIFICATE OF INCORPORATION. At the Effective Time, the
Certificate of Incorporation of GI, as in effect at the Effective Time, shall
constitute and continue to be the Certificate of Incorporation of the Surviving
Corporation until further amended or changed as provided therein or by law.
1.04.BY-LAWS. At the Effective Time, the By-laws of GI, as in effect
at the Effective Time, shall constitute and continue to be the By-laws of the
Surviving Corporation until amended or changed as provided therein or by law.
1.05.DIRECTORS. The directors of GI at the Effective Time shall be
and remain the directors of the Surviving Corporation, and each shall hold
office until their respective successors are duly elected and qualified.
1.06.OFFICERS. The officers of GI at the Effective Time shall be and
remain the officers of the Surviving Corporation and shall hold office until
their respective successors are duly elected or appointed and qualified.
1.07.EFFECT OF THE MERGER. The Surviving Corporation shall succeed,
without other transfer, to all the rights and property of GI Delaware and shall
be subject to all the debts and liabilities thereof in the same manner as if the
Surviving Corporation had itself incurred them. All rights of creditors and all
liens put on the property of each of the Constituent Corporations shall be
preserved unimpaired.
1.08.CONFIRMATORY INSTRUMENTS. If any time after the Effective Time
the Surviving Corporation shall consider or be advised that any instruments of
further assurance are desirable in order to evidence the vesting in it of the
title of either of the Constituent Corporations to any of the property rights of
the Constituent Corporations, the appropriate officers or directors of either of
the Constituent Corporations, are hereby authorized to execute, acknowledge and
deliver all such instruments of further assurance and to do all other acts or
things, either in the name of GI Delaware or in the name of GI, as may be
requisite or desirable to carry out the provisions of this Agreement.
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ARTICLE II
MANNER OF CANCELLING SECURITIES
2.01.CANCELLATION OF SECURITIES. At the Effective Time, by virtue of
the Merger and without any action on the part of GI Delaware or GI, all of the
outstanding shares of capital stock of GI Delaware shall be cancelled, and no
securities of GI or any other corporation, or any money or other property, shall
be issued in exchange therefor. The shares of capital stock of GI outstanding
immediately prior to the Effective Time shall continue as shares of capital
stock of the Surviving Corporation.
ARTICLE III
MISCELLANEOUS
3.01.TERMINATION OF MERGER. Anything herein or elsewhere to the
contrary notwithstanding, this Agreement may be terminated and abandoned by the
board of directors of GI at any time prior to the date of filing the Certificate
of Merger with the Delaware Secretary of State. This Agreement may be amended by
the boards of directors of the Constituent Corporations at any time prior to the
date of filing the Certificate of Merger with the Delaware Secretary of State.
3.02.EXECUTION IN COUNTERPARTS. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, each party to this Agreement has caused it to be
executed by an authorized officer, and attested by the Secretary or Assistant
Secretary, thereof as the respective act, deed and agreement of each of said
corporations, on this 25th day of July, 1997.
GENERAL INSTRUMENT CORPORATION OF
DELAWARE
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President, General
Counsel and Chief Administrative
Officer
ATTEST:
By: /s/ Xxxxx X. Zar
-------------------------
Name: Xxxxx X. Zar
Title: Assistant Secretary
GENERAL INSTRUMENT CORPORATION
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President, General Counsel and
Chief Administrative Officer
ATTEST:
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Assistant Secretary
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