Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER, dated November-25, 1996, between PCT
Holdings, Inc., a Nevada corporation (the "Merging Corporation"), and
Pacific Aerospace & Electronics, Inc., a Washington corporation (the
"Surviving Corporation"). The Merging Corporation and the Surviving
Corporation are sometimes referred to collectively as the "Constituent
Corporations."
WHEREAS, the shareholders and Board of Directors of each of the
Constituent Corporations have deemed it advisable and for the mutual
benefit of the Constituent Corporations and their respective shareholders
that the Merging Corporation be merged into the Surviving Corporation
pursuant to the provisions of the Washington Business Corporation Act,
Title 23B of the Revised Code of Washington and the Nevada General
Corporation Law (the "Merger").
NOW, THEREFORE, in accordance with the laws of the states of
Washington and Nevada, the Constituent Corporations agree that, subject to
the following terms and conditions, (i) the Merging Corporation shall be
merged into the Surviving Corporation, (ii) the Surviving Corporation shall
continue to be governed by the laws of the State of Washington, and (iii)
the terms and conditions of the Merger, and the mode of carrying them into
effect, shall be as follows:
1. Constituent Corporations. The name of the Merging Corporation is
PCT Holdings, Inc. The Merging Corporation is a corporation organized under
and governed by the laws of Nevada. The address of its principal place of
business is 000 Xxxx Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxx 00000. The name of
the Surviving Corporation is Pacific Aerospace & Electronics, Inc. The
Surviving Corporation is a corporation organized under and governed by the
laws of Washington. The address of its principal place of business is 000
Xxxx Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxx 00000.
2. Merger; Conversion of Shares. On the effective date of the Merger,
(i) the Merging Corporation shall be merged with and into the Surviving
Corporation, (ii) each outstanding share of common stock of the Merging
Corporation, solely by virtue of the Merger and without any further action
on the part of the Constituent Corporations or their shareholders, shall be
changed into one share of common stock of the Surviving Corporation, and
(iii) each of the outstanding shares of common stock of the Surviving
Corporation shall be automatically canceled and returned to the status of
authorized but unissued shares.
3. Options and Warrants. On the effective date of the Merger, each
outstanding and unexercised option or warrant to purchase common stock of
the Merging Corporation shall become an option or warrant, respectively, to
purchase common stock of the Surviving Corporation, on the basis of one
share of common stock of the Surviving Corporation for each share of common
stock of the Merging Corporation issuable pursuant to any such option or
warrant of the Merging Corporation and otherwise on the same terms and
conditions and at the same exercise price per share as provided in any such
option or warrant.
4. Effect of Merger. The effect of the Merger shall be as provided by
the applicable provisions of the laws of Washington and Nevada. Without
limiting the generality of the foregoing, and subject thereto, on the
effective date, the separate existence of the Merging Corporation shall
cease, and the Merging Corporation shall be merged in accordance with the
provisions of this Agreement with and into the Surviving Corporation, which
shall possess all the properties and assets, and all the rights,
privileges, powers, immunities and franchises, of whatever nature and
description, and shall be subject to all restrictions, disabilities, duties
and liabilities of each of the Constituent Corporations; and all such
things shall be taken and deemed to be transferred to and vested in the
Surviving Corporation without further act or deed; and the title to any
real estate or other property, or any interest therein, vested by deed or
otherwise in either of the Constituent Corporations, shall be vested in the
Surviving Corporation without reversion or impairment.
5. Articles of Incorporation. The Articles of Incorporation of the
Surviving Corporation shall remain unchanged.
6. Effective Date. The effective date of the merger shall be the date
on which executed counterparts of this Agreement or conformed copies
thereof, together with duly executed Articles of Merger, have been duly
filed by the Constituent Corporations in the office of the Washington
Secretary of State pursuant to Section 23B.11.050 of the Washington
Business Corporation Act and the office of the Nevada Secretary of State
pursuant to Section 92A.200 of the Nevada General Corporation Law, or at
such time thereafter as is provided in such Articles of Merger.
7. Abandonment. At any time before the effective date of the Merger,
this Agreement may be terminated and the Merger may be abandoned for any
reason whatsoever by the Board of Directors of either the Merging
Corporation or the Surviving Corporation or both, notwithstanding the
approval of this Agreement by the shareholders of the Merging Corporation
or by the sole stockholder of the Surviving Corporation, or by both.
8. Amendment. At any time before or after approval by the shareholders
of the Constituent Corporations, this Agreement may be amended in any
manner (except that any of the principal terms may not be amended without
the approval of the shareholders of the Constituent Corporations), as may
be determined in the judgment of the respective Boards of Directors of the
Constituent Corporations to be necessary, desirable or expedient in order
to clarify the intention of the parties thereto or to effect or facilitate
the purpose and intent of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement and
Plan of Merger to be duly executed on the date first above written.
"MERGING CORPORATION" "SURVIVING CORPORATION"
PCT HOLDINGS, INC. PACIFIC AEROSPACE &
ELECTRONICS, INC.
By /s/ Xxxxxx X. Xxxxxx By /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, President Xxxxxx X. Xxxxxx, President