Common Contracts
3 similar Merger Agreement contracts by National Technical Systems Inc /Ca/
AGREEMENT AND PLAN OF MERGERMerger Agreement • May 2nd, 2011 • National Technical Systems Inc /Ca/ • Services-testing laboratories • California
Page ARTICLE I THE MERGER 2 1.1 Merger and Surviving Corporation 2 1.2 Effective Time of the Merger 2 ARTICLE II THE SURVIVING AND PARENT CORPORATIONS 2 2.1 Articles of Incorporation 2 2.2 Bylaws 3 2.3 Directors 3 2.4 Officers 3 ARTICLE III CONVERSION OF SHARES IN THE MERGER 3 3.1 Conversion of Company Shares 3 3.2 Exchange of Certificates 7 3.3 No Fractional Shares 9 3.4 Closing of the Company's Transfer Books 9 3.5 Closing 9 3.6 Deliveries at the Closing 9 3.7 Holdback 11 3.8 Earn Out. 11 3.9 Withholding Taxes 13 ARTICLE IV THE DOUBLE MERGER 14 4.1 Double Merger and Surviving Business Entity 14 4.2 Effective Time of the Double Merger 14 4.3 Cancellation of Shares 14 ARTICLE V REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY 14 5.1 Organization and Good Standing 14 5.2 Capitalization. 15 5.3 Authority, Approvals, Enforceability and Consents. 15 5.4 Financial Statements. 16 5.5 Absence of Undisclosed Liabilities 18 5.6 Absence of Certain Changes 18 5.7 Taxes. 20 5.8 Legal Matters.
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 21st, 2008 • National Technical Systems Inc /Ca/ • Services-testing laboratories • California
This AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of June 6, 2008, is by and among National Technical Systems, Inc., a California corporation ("Parent"), NTS Acquisition Corp., a California corporation and wholly owned subsidiary of Parent ("Merger Subsidiary"), ELA, LLC, a California limited liability company and wholly owned subsidiary of Parent ("Double Merger Subsidiary"), Elliott Laboratories, Inc., a California corporation (the "Company"), Thomas H. Parker ("Parker"), Edward J. Pavlu, III ("Pavlu"), Barry W. Klinger ("Klinger"), Gerard J. Grenier ("Grenier"), Thomas E. Wetzel ("Wetzel"), David W. Bare ("Bare"),and The Gerard J. Grenier Revocable Trust U/A/D July 24, 1986, as amended (the "Grenier Trust"), the holders of 100% of the outstanding capital stock of the Company (the "Shareholders"), and solely for certain purposes of this Agreement, Gerard J. Grenier in his capacity as the "Shareholders' Representative." Parent, Merger Subsidiary, Double Merger Subsidiary,
AGREEMENT AND PLAN OF MERGERMerger Agreement • July 29th, 2008 • National Technical Systems Inc /Ca/ • Services-testing laboratories • California
This AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of June 6, 2008, is by and among National Technical Systems, Inc., a California corporation ("Parent"), NTS Acquisition Corp., a California corporation and wholly owned subsidiary of Parent ("Merger Subsidiary"), ELA, LLC, a California limited liability company and wholly owned subsidiary of Parent ("Double Merger Subsidiary"), Elliott Laboratories, Inc., a California corporation (the "Company"), Thomas H. Parker ("Parker"), Edward J. Pavlu, III ("Pavlu"), Barry W. Klinger ("Klinger"), Gerard J. Grenier ("Grenier"), Thomas E. Wetzel ("Wetzel"), David W. Bare ("Bare"), and The Gerard J. Grenier Revocable Trust U/A/D July 24, 1986, as amended (the "Grenier Trust"), the holders of 100% of the outstanding capital stock of the Company (the "Shareholders"), and solely for certain purposes of this Agreement, Gerard J. Grenier in his capacity as the "Shareholders' Representative." Parent, Merger Subsidiary, Double Merger Subsidiary,
