MERGER AGREEMENT
MERGER AGREEMENT, dated as of December 1, 1999, between Hampshire
Designers, Inc. ("Hampshire Designers"), a Delaware corporation, and Segue
(America) Limited ("Segue"), also a Delaware corporation.
WITNESSETH:
WHEREAS, Hampshire Designers and Segue are corporations duly organized and
existing under the laws of the State of Delaware;
WHEREAS, on the date hereof, Hampshire Designers is a wholly-owned
subsidiary of Hampshire Group, Limited, a Delaware corporation ("Hampshire
Group"), and Segue is a wholly-owned subsidiary of Hampshire Designers;
WHEREAS, the respective Boards of Directors of Hampshire Designers and
Segue have determined that it is advisable and in the best interests of each of
them that Segue merge with and into Hampshire Designers upon the terms and
subject to the conditions herein provided;
WHEREAS, the Board of Directors of Hampshire Designers has duly adopted and
approved this Agreement and directed that it be executed by the undersigned
officers of Hampshire Designers and submitted to a vote of the sole shareholder
of Hampshire Designers;
WHEREAS, the sole shareholder of Hampshire Designers has duly adopted and
approved this Agreement;
WHEREAS, the Board of Directors of Segue has duly adopted and approved this
Agreement and directed that it be executed by the undersigned officers of Segue
and submitted to a vote of the sole shareholder of Segue; and
WHEREAS, the sole shareholder of Segue has duly adopted and approved this
Agreement;
NOW, THEREFORE, in consideration of the mutual agreements and covenants set
forth herein, Hampshire Designers and Segue hereby agree as follows:
1. Merger. A merger (the "Merger") shall be effected whereby Segue shall be
merged with and into Hampshire Designers, and Hampshire Designers shall be the
surviving corporation (hereinafter referred to as the "Surviving Corporation").
The Merger shall become effective on the __ day of December, 1999 (the
"Effective Time").
2. Capital Stock Prior to the Effective Time. On the date hereof, (a)
Hampshire Designers has the authority to issue 1,000 shares of common stock, par
value $1 per share (the "Hampshire Designers Common Stock"), of which 1,000
shares are issued and outstanding, and 1,000 shares of preferred stock, par
value $1 per share (the "Hampshire Designers Preferred Stock," and together with
the Hampshire Designers Common Stock, the "Hampshire Designers Stock"), of which
no shares are issued and outstanding; and (b) Segue has the authority to issue
5,000 shares of common stock, par value $.10 per share (the "Segue Common
Stock"), of which 400 shares are issued and outstanding, and 5,000 shares of
preferred stock, par value $100 per share (the "Segue Preferred Stock," and
together with the Segue Common Stock, the "Segue Stock"), of which 1,800 shares
are issued and outstanding. On the date hereof, all of the issued and
outstanding shares of Hampshire Designers Stock are owned by Hampshire Group and
all of the issued and outstanding shares of Segue Stock are owned by Hampshire
Designers.
3. Governing Documents, Directors and Officers.
a. Governing Documents. Immediately prior to the Effective Time, the
Certificate of Incorporation and By-laws of Hampshire Designers shall be
the Certificate of Incorporation and By-laws of the Surviving Corporation
without change or amendment until thereafter amended in accordance with the
provisions thereof and applicable law.
b. Directors. Immediately prior to the Effective Time, the directors
of Hampshire Designers shall be the directors of the Surviving Corporation,
each to hold office in accordance with the Certificate of Incorporation and
By-laws of the Surviving Corporation.
c. Officers. Immediately prior to the Effective Time, the officers of
Hampshire Designers shall be the officers of the Surviving Corporation,
each to hold office in accordance with the By-laws of the Surviving
Corporation.
4. Effect of Merger on Stock and Stock Certificates. At and after the
Effective Time, all of the issued and outstanding shares of Hampshire Designers
Stock shall remain the issued and outstanding shares of the Surviving
Corporation. Hampshire Designers, as the Surviving Corporation, shall assume all
of the liabilities of Segue as set forth in paragraph 5(c) below, and no cash or
other consideration shall be paid or delivered for shares of the Segue Stock,
and all of such shares and the certificates representing such shares shall be
canceled and retired without any action on the part of the holder of record
thereof.
5. Succession and Assumption.
a. Property. At and after the Effective Time, the separate corporate
existence of Segue shall cease and the Surviving Corporation shall be
vested with and possess all of Hampshire Designers' right, title and
interest in and to the business, assets and liabilities of Segue, including
without limitation, all personal and real property in which Segue had an
interest before the Effective Time.
b. Corporate Acts, Employees etc. All corporate acts and agreements of
Segue that were duly authorized and effective prior to the Effective Time
shall be taken for all purposes as the acts and agreements of the Surviving
Corporation. The employees, agents and independent contractors of Segue
shall become the employees, agents and independent contractors of the
Surviving Corporation.
c. Creditors' Rights. Notwithstanding anything to the contrary herein,
the rights of bona fide creditors of Segue and any liens of such creditors
upon any of the business or property of Segue prior to the Effective Time
shall be preserved and unimpaired, and all debts, liabilities and duties of
Segue shall become the debts, liabilities and duties of the Surviving
Corporation.
6. Further Assurances. From time to time, as and when required by the
Surviving Corporation or by its successors and assigns, there shall be executed
and delivered on behalf of Segue such deeds and other instruments, and there
shall be taken or caused to be taken by the Surviving Corporation all such
further and other actions, as shall be appropriate or necessary in order to
vest, perfect or confirm in the Surviving Corporation the title to and
possession of all property, interests, assets, rights, privileges, immunities,
powers and authority of Segue, and otherwise to carry out the purposes of this
Agreement. The officers and directors of the Surviving Corporation are fully
authorized to take any and all such actions, in the name and on behalf of Segue
or otherwise, and to execute and deliver any and all such deeds, documents and
other instruments.
7. Amendment. Subject to applicable law, this Agreement may be amended,
modified or supplemented by written agreement of the parties hereto at the
direction of their respective Boards of Directors at any time prior to the
Effective Time with respect to any of the terms contained herein.
8. Termination and Abandonment. At any time prior to the Effective Time,
this Agreement may be terminated and the Merger may be abandoned by the Boards
of Directors of either Hampshire Designers or Segue, or both, notwithstanding
approval of this Agreement by the shareholders of Hampshire Designers and/or
Segue.
IN WITNESS HEREOF, the undersigned have executed this Agreement as of the
date first above written.
HAMPSHIRE DESIGNERS, INC. SEGUE (AMERICA) LIMITED
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxx Warsaw
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Xxxxxx Xxxxxxx Xxxxxx Warsaw
Chairman Chief Executive Officer
STATE OF DELAWARE
CERTIFICATE OF MERGER OF
DOMESTIC CORPORATIONS
Pursuant to Title 8, Section 251c of the Delaware General Corporation Law,
the undersigned corporation executed the following Certificate of Merger:
FIRST: The name of the surviving corporation is Hampshire Designers, Inc., and
the name of the corporation being merged into this surviving corporation is
Segue (America) Limited.
SECOND: The Agreement of Merger has been approved, adopted, certified, executed
and acknowledged by each of the constituent corporations.
THIRD: The name of the surviving corporation is Hampshire Designers, Inc., a
Delaware corporation.
FOURTH: The Certificate of Incorporation of the surviving corporation shall be
its Certificate of Incorporation.
FIFTH: The merger is to become effective on December 31, 1999.
SIXTH: The Agreement of Merger is on file at 000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxx,
Xxxxx Xxxxxxxx 00000, the place of business of the surviving corporation.
SEVENTH: A copy of the Agreement of Merger will be furnished by the surviving
corporation on request without cost, to any stockholder of the constituent
corporations.
IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be
signed by an authorized officer, the 1st day of December, A.D., 1999.
By: /s/ Xxxxxx Xxxxxxx
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(Authorized Officer)
Name: Xxxxxx Xxxxxxx
Title: Chairman
