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EXHIBIT 2
AGREEMENT AND PLAN OF MERGER
AMONG
PACIFIC SCIENTIFIC COMPANY
M1 ACQUISITION CORP.,
MET ONE, INC.
AND
THE SHAREHOLDERS OF
MET ONE, INC.
December 29, 1995
6.8 Pooling Restrictions on Transactions in PSC Stock. To the extent
reasonably requested by PSC, each of the Shareholders will execute such
additional documentation required by PSC's independent public accountants, the
Securities and Exchange Commission or the NYSE with respect to
pooling-of-interests accounting issues. PSC has informed the Shareholders that
it is a material factor to PSC in entering into this Agreement that the
transactions contemplated by this Agreement be treated as a
pooling-of-interests under generally accepted accounting principles.
Therefore, notwithstanding any other provision of this Agreement, prior to the
publication and dissemination by PSC of consolidated financial results which
include results of combined operations of M1 and PSC for at least thirty days
on a consolidated basis following the Closing Date, the Shareholders shall not
sell or otherwise transfer or dispose of any shares of the PSC Stock received
by the Shareholders (including, by way of example and not limitation, engaging
in put, call, short-sale, straddle or similar market transactions). The
Shareholders covenant and agree with PSC to hold their shares of PSC Stock
until the publication and dissemination of financial statements by PSC which
include the results of at least thirty (30) days of combined operations of PSC
and M1 and consent to the entry of stop transfer instructions with PSC's
transfer agent to prevent the transfer of the shares of PSC Stock and the
Petralli
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Shares in violation of this Section 6.8. Additionally, the certificates
evidencing the PSC Stock to be received by the Shareholders will bear a legend
substantially in the form set forth below:
THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,
TRANSFERRED OR ASSIGNED, AND PACIFIC SCIENTIFIC COMPANY SHALL NOT BE
REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT
PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY
PACIFIC SCIENTIFIC COMPANY WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY
(30) DAYS OF COMBINED OPERATIONS OF PACIFIC SCIENTIFIC COMPANY AND THE
COMPANY ACQUIRED BY PACIFIC SCIENTIFIC COMPANY FOR WHICH THESE SHARES
ARE ISSUED. UPON THE WRITTEN REQUEST OF THE STOCKHOLDERS DIRECTED TO
PACIFIC SCIENTIFIC COMPANY, AND SATISFACTION OF COVENANTS SET FORTH IN
SECTION 6.8 OF THAT CERTAIN AGREEMENT AND PLAN OF MERGER DATED AS OF
DECEMBER 29, 1995, PACIFIC SCIENTIFIC COMPANY AGREES TO REMOVE THIS
RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER
AGENTS).
PSC covenants and agrees to cause its transfer agent and registrar to
remove the foregoing legend from the PSC Stock received by the Shareholders
upon the request of the Shareholders following the publication and
dissemination of PSC's financial statements for the period described above.
PSC agrees in good faith to attempt to publicly release the financial
results of its consolidated operations for the month ended January 31, 1996 on
or before February 29, 1996; provided, however, that the parties hereto agree
and acknowledge that PSC shall not be obligated to release such results by such
date or incur any liability should it fail to do so by that date. PSC further
agrees (without the qualification set forth in the previous sentence) to
publicly release the financial results of its consolidated operations for the
month ended January 31, 1996 on or before March 30, 1996.
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