Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
OF
THE LGL GROUP, INC., A DELAWARE CORPORATION
AND
THE LGL GROUP, INC., AN INDIANA CORPORATION
AGREEMENT AND PLAN OF MERGER (the "Merger Agreement"), dated as of August
28, 2007, between The LGL Group, Inc. ("LGL Delaware"), and The LGL Group, Inc.
an Indiana corporation ("LGL Indiana"), pursuant to Section 253 of the Delaware
General Corporation Law (the "DGCL") and Sections 23-1-38.5-5 and 23-1-40-7 of
the Indiana Business Corporation Law (the "IBCL").
W I T N E S S E T H:
WHEREAS, LGL Delaware is a corporation duly organized and in good standing
under the laws of the State of Delaware;
WHEREAS, LGL Indiana is a corporation duly organized and in good standing
under the laws of the State of Indiana;
WHEREAS, the Board of Directors of LGL Delaware and the Board of Directors
of LGL Indiana have determined that it is advisable and in the best interests of
each of them that LGL Indiana merge with and into LGL Delaware upon the terms
and subject to the conditions herein provided;
NOW, THEREFORE, in consideration of the mutual agreements and covenants
set forth herein, the parties hereto agree as follows:
ARTICLE 1: MERGER. Upon the filing of a Certificate of Ownership and
Merger with the Secretary of State of the State of Delaware and the Articles of
Merger with the Secretary of State of the State of Indiana (the "Effective
Time"), LGL Indiana shall be merged (the "Merger") with and into LGL Delaware,
and LGL Delaware shall be the corporation surviving the Merger (hereinafter
referred to as the "Surviving Corporation").
ARTICLE 2: DIRECTORS, OFFICERS AND GOVERNING DOCUMENTS. The directors of
the Surviving Corporation from and after the Effective Time shall be the
directors of LGL Indiana immediately prior to the Effective Time. The officers
of the Surviving Corporation immediately after the Effective Time shall be the
officers of LGL Indiana immediately prior to the Effective Time. These officers
and directors shall hold office in accordance with the Certificate of
Incorporation and By-Laws of the Surviving Corporation. After the Effective
Time, the existing Certificate of Incorporation and By-Laws of LGL Delaware, in
the forms attached hereto as Annex A and B, shall remain the Certificate of
Incorporation and By-Laws of the Surviving Corporation.
ARTICLE 3: NAME. The name of the Surviving Corporation shall be: The
LGL Group, Inc.
ARTICLE 4: EFFECT OF MERGER ON SHARES OF STOCK OF LGL INDIANA. At the
Effective Time, each share of common stock, $0.01 par value, of LGL Indiana
outstanding immediately prior to the Effective Time shall be converted into and
become one share of common stock, $0.01 par value, of the Surviving Corporation.
At the Effective Time, each issued and outstanding share of stock of LGL
Delaware shall be canceled, without the payment of consideration therefor.
ARTICLE 5: EFFECT OF THE MERGER. The Merger shall have the effect set
forth in Section 259 of the DGCL.
ARTICLE 6: APPROVAL. The Plan of Merger herein made and approved shall be
submitted to the shareholders of LGL Indiana and stockholders of LGL Delaware,
respectively, for their approval in the manner prescribed by the provisions of
the IBCL and the provisions of the DGCL.
ARTICLE 7: AUTHORIZATION. The Board of Directors and the proper officers
of LGL Indiana and of the Surviving Corporation, respectively, are hereby
authorized, empowered, and directed to do any and all acts and things, and to
make, execute, deliver, file, and/or 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 and Plan of Merger or
of the merger provided for herein.
ARTICLE 8: 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 LGL Indiana 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 LGL Indiana, and otherwise to carry out the
purposes of this Merger Agreement. The officers and directors of the Surviving
Corporation are fully authorized, on behalf of the Surviving Corporation and LGL
Indiana, to take any and all such actions and to execute and deliver any and all
such deeds, documents and other instruments.
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IN WITNESS WHEREOF, the undersigned have executed this Merger Agreement as
of the date first above written.
THE LGL GROUP, INC.
an Indiana corporation
By: /s/ Xxxxxxxx X. Xxxxx
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Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
THE LGL GROUP, INC.
a Delaware corporation
By: /s/ Xxxxx Xxxx
--------------------------------------------
Name: Xxxxx Xxxx
Title: Vice President and Chief Financial
Officer
