AGREEMENT OF MERGER
AGREEMENT OF MERGER, dated as of June 26, 1995, between Hampshire Hosiery,
Inc., and Hampshire Designers, Inc., both Delaware corporations. Hampshire
Designers and Hampshire Hosiery are hereinafter sometimes collectively referred
to as the "Constituent Corporations."
W I T N E S S E T H:
WHEREAS, Hampshire Designers and Hampshire Hosiery are corporations duly
organized and existing under the laws of the State of Delaware;
WHEREAS, on the date hereof each of Hampshire Designers and Hampshire
Hosiery are wholly-owned subsidiaries of Hampshire Group, Limited, a Delaware
corporation ("Hampshire Group");
WHEREAS, the respective Boards of Directors of Hampshire Designers and
Hampshire hosiery have determined that it is advisable and in the best interests
of each of them that Hampshire Designers merge with and into Hampshire Hosiery
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 Hampshire Hosiery has duly adopted and
approved this Agreement and directed that it be executed by the undersigned
officers of Hampshire Hosiery and submitted to a vote of the sole shareholder of
Hampshire Hosiery; and
WHEREAS, the sole shareholder of Hampshire Hosiery has duly adopted and
approved this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements and covenants set
forth herein, Hampshire Designers and Hampshire Hosiery hereby agree as follows:
1. Merger. A merger (the "Merger") shall be effected whereby Hampshire
Designers shall be merged with and into Hampshire Hosiery, and Hampshire
Hosiery, with its name changed as provided in Section 3 of this agreement, shall
be the surviving corporation (hereinafter referred to as the "Surviving
Corporation"). The Merger shall become effective on the 1st day of July, 1995
(the "Effective Time").
2. Capital Stock prior to 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) Hampshire Hosiery has the authority to issue
1,000 shares of common stock, par value $1 per share (the "Hampshire Hosiery
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 Hosiery
Preferred Stock" and together with the Hampshire Hosiery Common Stock, the
"Hampshire Hosiery Stock"), of which no shares are issued and outstanding. On
the date hereof, all of the issued and outstanding shares of Hampshire Designers
Stock and Hampshire Hosiery Stock are owned by Hampshire Group.
3. Directors, Officers and Governing Documents. The directors of
Hampshire Hosiery immediately prior to the Effective Time 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. The
officers of Hampshire Hosiery immediately prior to the Effective Time shall be
the officers of the Surviving Corporation, each to hold officer in accordance
with the By-laws of the Surviving Corporation. The Certificate of Incorporation
and By-laws of Hampshire Hosiery, as in effect immediately prior to the
Effective Time, shall be the Certificate of Incorporation and By-laws of the
Surviving Corporation without change or amendment until thereafter amended in
accordance with he provisions thereof and applicable law; provided that
Paragraph First of such Certificate of Incorporation is to be amended to read:
The name of the Corporation is: HAMPSHIRE DESIGNERS, INC.
4. Effect of Merger on Stock and Stock Certificates. At and after the
Effective Time, all of the issued and outstanding shares of Hampshire Hosiery
Stock shall remain unchanged in the hands of Hampshire Group as issued and
outstanding shares of the Surviving Corporation. No cash or other consideration
shall be paid or delivered for shares of Hampshire Designers 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 Hampshire Designers shall cease and
the Surviving Corporation shall be vested with and possess all of Hampshire
Designer's right title and interest in and to the business, assets and
liabilities of Hampshire Designers, including without limitation, all personal
and real property in which Hampshire Designers had an interest before the
Effective Time.
(b) Corporate Acts, Employees etc. All corporate acts and agreements
of Hampshire Designers 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 Hampshire Designers 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 Hampshire Designers and any
liens of such creditors upon any of the business or property of Hampshire
Designers prior to the Effective Time shall be preserved and unimpaired and
all debts, liabilities and duties of Hampshire Designers 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 Hampshire Designers 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 Hampshire Designers, and otherwise to carry out the
purposes of this Agreement. The officers and directors of the Surviving
Corporation are fully authorized in the name and on behalf of Hampshire
Designers or otherwise to take any and all such actions 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 Hosiery or Hampshire Designers, or both,
notwithstanding approval of this Agreement by the shareholders of Hampshire
Hosiery and/or Hampshire Designers.
IN WITNESS HEREOF, the undersigned have executed this Agreement as of the
date first above written.
HAMPSHIRE HOSIERY, INC.
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Chief Executive Officer
HAMPSHIRE DESIGNERS, INC.
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Chairman
