AGREEMENT AND PLAN OF MERGER BY AND AMONG METER READINGS HOLDING GROUP, LLC, (A DELAWARE LIMITED LIABILITY COMPANY) SUN METER READINGS, LP, (A DELAWARE LIMITED PARTNERSHIP) YELLOW MERGER SUB, INC., (A DELAWARE CORPORATION) HUBBELL POWER SYSTEMS, INC....Merger Agreement • December 26th, 2017 • Hubbell Inc • Electronic components & accessories • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 22, 2017, is made by and among Meter Readings Holding Group, LLC, a Delaware limited liability company (the “Company”), Hubbell Power Systems, Inc., a Delaware corporation (the “Purchaser”), Yellow Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Purchaser (the “Merger Sub”), Sun Meter Readings, LP, a Delaware limited partnership (the “Representative”), as representative for the Company’s Members and Optionholders, and, solely for purposes of Sections 12.10, 12.11 and 12.21, Hubbell Incorporated, a Connecticut corporation (“Parent”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I.
