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Exhibit 2.2
AGREEMENT OF MERGER
OF
NATIONAL HEALTHCARE L.P.
(a Delaware limited partnership)
AND
NATIONAL HEALTHCARE CORPORATION
(a Delaware corporation)
THIS AGREEMENT OF MERGER is made and entered into this ___ day of
_________________, 1997 by and between NATIONAL HEALTHCARE L.P., a Delaware
limited partnership ("NHC"), and NATIONAL HEALTHCARE CORPORATION, a Delaware
corporation ("CORPORATION").
WHEREAS, National HealthCare L.P. is a business limited partnership of
the State of Delaware with its registered office therein located at 0000 Xxxxxx
Xxxx, Xxxx xx Xxxxxxxxxx, Xxxxxx of New Castle; and
WHEREAS, National HealthCare Corporation is a business corporation of
the State of Delaware with its registered office therein located at 0 Xxxx
Xxxxxxxxxx Xxxxxx, Xxxx xx Xxxxx, Xxxxxx of Kent; and
WHEREAS, Section 263 of the Delaware General Corporation Law and
Section 17-211 of the Delaware Revised Uniform Limited Partnership Act permit
the merger of a corporation and limited partnership; and
WHEREAS, the Board of Directors of the Corporation and the Board of
Directors of NHC, Inc., the Managing General Partner of NHC, deem it is
advisable and to the advantage, welfare and best interests of said entities and
their respective stockholders and unitholders to merge NHC with and into the
Corporation pursuant to and in accordance with the provisions of Section 263 of
the General Corporation Law of the State of Delaware, Section 17-211 of the
Delaware Revised Uniform Limited Partnership Act and Section 6.4(a) of the
Amended and Restated Agreement of Limited Partnership of NHC, upon the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreement of the parties hereto, being thereunto duly approved and adopted by
the general partners and a majority of the limited partners of NHC and by the
Board of Directors and stockholders of the Corporation, the parties agree as
follows:
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1. Terms and Conditions of Merger; Method of Effecting Merger. Upon the
Effective Time (as defined herein), NHC shall merge with and into the
Corporation and the separate partnership existence of NHC shall cease, and the
Corporation shall continue as the surviving corporation (sometimes hereinafter
referred to as the "SURVIVING CORPORATION"). The merger shall be effected by the
filing of a Certificate of Merger with the Delaware Secretary of State.
2. Effective Time. The effective date and time of the merger shall be
11:59 p.m., central time, December 31, 1997 (the "EFFECTIVE TIME").
3. Manner of Converting Shares and Partnership Interests. Each issued
and outstanding unit of limited partnership interest ("UNIT") of NHC shall, at
the Effective Time, represent one share of common stock of the Corporation. New
certificates will not be issued for the shares of the Corporation until the
holder thereof subsequently sells, exchanges or surrenders the certificate to
the Corporation's transfer agent. The shares of the Corporation issued prior to
the merger shall not be converted or exchanged in any manner, but each said
share which is issued as of the Effective Time shall be canceled without any
action on the holder's part.
4. Assumption of Rights and Liabilities by Corporation. At the
Effective Time, NHC shall be merged into the Corporation which shall continue as
the Surviving Corporation, and the Surviving Corporation shall become the owner,
without transfer, of all rights, powers, assets, qualifications and property of
NHC, and the Surviving Corporation shall become subject to all debts and
liabilities of NHC in the same manner as if the Surviving Corporation had itself
incurred them.
5. Name. The Corporation shall continue its existence as the Surviving
Corporation under its present name.
6. Certificate of Incorporation of Surviving Corporation. The
Certificate of Incorporation of the Corporation, as now in force and effect,
shall continue to be the Certificate of Incorporation of said Surviving
Corporation until amended and changed in the manner prescribed by the provisions
of the General Corporation Law of the State of Delaware.
7. Bylaws of Surviving Corporation. The present Bylaws of the
Corporation, as now in force and effect, shall continue to be the Bylaws of said
Surviving Corporation until changed, altered or amended as therein provided and
in the manner prescribed by the provisions of the General Corporation Law of the
State of Delaware.
8. Directors and Officers of Surviving Corporation. The directors and
officers in office of the Corporation at the Effective Time shall be the members
of the Board of Directors of and the officers of said Surviving Corporation, all
of whom shall hold their directorships and offices until the election and
qualification of their respective successors or until their tenure is otherwise
terminated in accordance with the Bylaws of the Surviving Corporation.
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9. Amendment or Abandonment of Agreement of Merger. The Board of
Directors of NHC, Inc., the Managing General Partner of NHC, may modify or amend
this Agreement of Merger at any time prior to approval by the holders of the
Units (the "UNITHOLDERS"). Such Board of Directors may abandon the Agreement of
Merger without Unitholder approval at any time prior to 11:59 p.m., central
time, December 31, 1997 (either before or after Unitholder adoption) in its sole
and absolute discretion if it deems such abandonment in the best interest of
Unitholders. If the Agreement of Merger is not implemented because it does not
receive the requisite Unitholder vote or the other conditions specified herein
are not met, or because the Board of Directors of NHC, Inc. determines for some
other reason that it is advisable to abandon the Agreement of Merger, the
business and legal structure of NHC will continue substantially in the present
manner.
10. General Authorization. The Board of Directors and the proper
officers of NHC, Inc. and of the Corporation and Surviving Corporation are
hereby authorized, empowered and directed to do any and all acts and things, and
to make, execute, deliver, file and record any and all instruments, papers and
documents which shall be or become necessary, proper or convenient to carry out
or put into effect any of the provisions of this Agreement of Merger or of the
merger provided for herein.
IN WITNESS WHEREOF, the undersigned have executed this Agreement of
Merger as of the ____ day of ______________, 1997.
NHC:
NATIONAL HEALTHCARE L.P.
By: NHC, Inc., its Managing General Partner
By:_________________________________________
Printed Name:_______________________________
Title of Authorized Officer:________________
CORPORATION:
NATIONAL HEALTHCARE CORPORATION
By:_________________________________________
Printed Name:_______________________________
Title of Authorized Officer:________________
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CERTIFICATE OF SECRETARY OF
NATIONAL HEALTHCARE CORPORATION
(a Delaware corporation)
The undersigned, being the Secretary of National HealthCare
Corporation, a Delaware corporation, does hereby certify that the holders of all
of the outstanding stock of said corporation dispensed with a meeting and vote
of shareholders, and all of the shareholders entitled to vote consented in
writing, pursuant to the provisions of Section 228 of the General Corporation
Law of the State of Delaware, to the adoption of the foregoing Agreement of
Merger.
Executed on this ____ day of _________________, 1997.
NATIONAL HEALTHCARE CORPORATION
By: ________________________________
Xxxxxxx X. XxXxxxx, Xx.
Secretary
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CERTIFICATE OF SECRETARY OF
THE MANAGING GENERAL PARTNER
OF
NATIONAL HEALTHCARE L.P.
(a Delaware limited partnership)
The undersigned, being the Secretary of NHC, Inc., a Tennessee
corporation and the Managing General Partner of National HealthCare L.P., does
hereby certify that the foregoing Agreement of Merger was submitted to the
Unitholders of National HealthCare L.P. entitled to vote at a special meeting
thereof for the purpose of acting on the Agreement of Merger. Due notice of the
time, place, and purpose of said meeting was mailed to each Unitholder of said
limited partnership at least 20 days prior to the date of the meeting. At said
meeting, the Agreement of Merger was considered by the Unitholders entitled to
vote and, a vote having been taken for the adoption or rejection by them of the
Agreement of Merger, at least a majority of the outstanding units entitled to
vote of the limited partnership was voted in favor of the adoption of the
Agreement of Merger.
Executed on this ____ day of _________________, 1997.
NHC, INC., Managing General Partner of
NATIONAL HEALTHCARE L.P.
By: ________________________________
Xxxxxxx X. XxXxxxx, Xx.
Secretary
