Exhibit 2.7
AGREEMENT OF MERGER
This Agreement of Merger (this "AGREEMENT") is entered into between Certified
Fabricators, Inc., a California corporation (the "SURVIVING CORPORATION"), and
Calbrit Design, Inc., a California corporation (the "MERGING CORPORATION").
1. Merging Corporation will be merged into Surviving Corporation.
2. The outstanding shares of Merging Corporation will be canceled and no
shares of Surviving Corporation will be issued in exchange therefor.
3. The outstanding shares of Surviving Corporation will remain outstanding and
will not be affected by the merger.
4. Merging Corporation will from time to time, as and when requested by
Surviving Corporation, execute and deliver all such documents and
instruments and take all such action necessary or desirable to evidence or
carry out this merger.
5. The effect of the merger and the effective date of the merger are as
prescribed by law.
IN WITNESS WHEREOF the parties have executed this Agreement.
Date: May 28, 1999
CERTIFIED FABRICATORS, INC.
By: /s/ Xxxx X. Xxxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President and Chief Executive Officer
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President, Treasurer and Secretary
CALBRIT DESIGN, INC.
By: /s/ Xxxx X. Xxxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President and Chief Executive Officer
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President, Treasurer
and Secretary