AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 24th, 2006 • Hometown Auto Retailers Inc • Retail-auto dealers & gasoline stations • Delaware
At the Effective Time, each of the issued and outstanding shares of Class A Common Stock and Class B Common Stock, par value $0.001 per share, of the Surviving Corporation owned immediately before the Effective Time by stockholders of the Surviving Corporation other than members of the Shaker Group or the Muller Group (as defined below) (the “Public Stockholder Shares”) shall be converted into and become a right to receive cash in the amount of $2.30 per share in cash ($2.40 per share reduced by legal fees in the amount of $0.10); provided, however, that any of the Public Stockholder Shares which are owned by stockholders who perfect their appraisal rights pursuant to Title 8, Section 262 of the General Corporation Law of the State of Delaware (the “Dissenting Shares”) shall be converted into and become a right to receive the fair value of such shares as determined pursuant to Title 8, Section 262 of the General Corporation Law of the State of Delaware.
