Page ARTICLE I PLAN OF MERGER; CLOSING; EFFECTIVE TIMEMerger Agreement • February 14th, 1996 • Reunion Resources Co • Drilling oil & gas wells • Delaware
Contract Type FiledFebruary 14th, 1996 Company Industry Jurisdiction
January 15, 1996 The Board of Directors Reunion Resources Company 2801 Post Oak Boulevard Houston, TX 77056 Dear Sirs: Oneida Molded Plastics Corporation, a New York corporation ("Oneida"), a wholly-owned subsidiary of Reunion Resources Company, a...Reunion Resources Co • February 14th, 1996 • Drilling oil & gas wells
Company FiledFebruary 14th, 1996 IndustryOneida Molded Plastics Corporation, a New York corporation ("Oneida"), a wholly-owned subsidiary of Reunion Resources Company, a Delaware corporation ("Reunion"), and Rostone Corporation, a Delaware corporation ("Rostone"), propose to enter into a Merger Agreement (the "Agreement") providing for the merger of Rostone with and into Oneida. Pursuant to the Agreement, and as more fully described therein, at the "Effective Time" (as defined in the Agreement): (i) each share of common stock of Rostone, par value $0.40 per share (the "Rostone Common Stock"), and each share of preferred stock of Rostone, par value $0.01 per share (the "Rostone Preferred Stock"), shall be converted into the right to receive $0.01 per share ("Deferred Consideration A") on the date on which Reunion consummates the sale of certain oil and gas assets; (ii) each share of Rostone Preferred Stock shall be converted into the right to receive a cash payment on March 31, 1997 equal to eight times the amount, if any, by