EXHIBIT 10.2
CONFORMED COPY
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AGREEMENT AND PLAN
OF
MERGER
OF
TELECOMMUNICATIONS TECHNIQUES CO., LLC
AND
TTC REORG CORPORATION
This Agreement and Plan of Merger (the "Agreement") is made and entered
into as of May ___, 1998 by and between Telecommunications Techniques Co., LLC,
a Delaware limited liability company ("TTC, LLC" or the "Surviving Company"),
and TTC Reorg Corporation, a Delaware corporation (the "Disappearing
Corporation").
WHEREAS, TTC, LLC is a limited liability company organized under and
governed by the laws of the State of Delaware, and has its address at
Corporation Trust Center, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ in the City of Wilmington, County
of New Castle;
WHEREAS, the Disappearing Corporation is a corporation organized under and
governed by the laws of the State of Delaware, and has its address at
Corporation Trust Center, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ in the City of Wilmington, County
of New Castle;
WHEREAS, TTC, LLC and the Disappearing Corporation have determined that it
is advisable and in the best interests of such entities that the Disappearing
Corporation merge with and into TTC, LLC upon the terms and conditions provided
herein (the "Merger");
WHEREAS, pursuant to the laws of Delaware, the board of directors of the
Disappearing Corporation and the sole member of TTC, LLC have adopted and
recommended this Agreement; and
WHEREAS, Dynatech U.S.A., Inc., the sole shareholder of the outstanding
stock of the Disappearing Corporation, has consented to and approved the
adoption of this Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
agreements herein contained and of the mutual benefits provided hereby, the
parties hereto hereby agree as follows:
1. Merger. The effective date of the Merger shall be May __, 1998 (the
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"Effective Date"). On the Effective Date, the Disappearing Corporation shall be
merged with and into
TTC, LLC and the separate existence of the Disappearing Corporation shall
thereupon cease. TTC, LLC shall continue its existence as the surviving company
after the Effective Date.
2. Certificate of Formation. The Certificate of Formation of TTC, LLC,
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as in effect immediately prior to the Effective Date, shall continue to be the
Certificate of Formation of the Surviving Company without change or amendment
until duly amended in accordance with the provisions thereof and applicable law.
3. Conversion of Shares. Upon the Effective Date, by virtue of the
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Merger and without any action on the part of any holder thereof, each share and
each certificate representing shares of the capital stock of the Disappearing
Corporation outstanding immediately prior to the Effective Date shall
automatically be canceled, and no interest in the Surviving Company shall be
exchanged therefor.
4. Subsequent Action. If at any time after the Effective Date it shall
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be necessary or desirable to take any action or execute, deliver or file any
instrument or document in order to vest, perfect or confirm of record in the
Surviving Company the title to any property or any rights of the Disappearing
Corporation, or otherwise to carry out the provisions of this Agreement, the
sole member of the Surviving Company is hereby authorized and empowered on
behalf of the Disappearing Corporation and in its name to take such action and
execute, deliver and file such instruments and documents.
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5. Rights and Duties of Surviving Company. On the Effective Date, the
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Surviving Company shall thereupon and thereafter possess all rights, privileges,
immunities, licenses, and permits (whether of a public or private nature) of the
Disappearing Corporation; and all property (real, personal and mixed), all debts
due on whatever account, all choses in action, and all and every other interest
of or belonging to or due to the Disappearing Corporation shall continue and be
taken and deemed to be transferred to and vested in the Surviving Company,
without further act or deed, and the Surviving Company shall thenceforth be
responsible and liable for all the liabilities and obligations of the
Disappearing Corporation.
6. Termination. At any time prior to the Effective Date, this Agreement
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may be terminated and the Merger abandoned at the election of the sole member of
the Surviving Company.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
TTC REORG CORPORATION
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
TELECOMMUNICATIONS TECHNIQUES
CO., LLC
By: Dynatech USA, Inc., its sole member
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: President
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