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AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER, dated as of March 3, 1997 (the "Merger
Agreement"), among PAXAR CORPORATION, a New York corporation having offices at
000 Xxxxxxxxx Xxxx Xxxxx, Xxxxx Xxxxxx, Xxx Xxxx 00000 (Paxar), MONARCH
HOLDINGS, INC., a Delaware corporation having offices at 000 Xxxxxxx Xxxx,
Xxxxxxxxxx, Xxxx 00000 ("Monarch Holdings"), XXXXXX XXXXXXX, with an address at
00 Xxxxxx Xxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxxx 06430("Loemker"), and XXXX XXXXXX,
with an address at 0000 Xxxxxxxxxx Xxxx, Xxxxxxxxxx, Xxxx 00000 ("Xxxxxx").
Monarch Holdings is a corporation duly organized and existing under the
laws of the State of Delaware, and as of the date hereof has authority to issue
10,000 shares of Common Stock, par value $.01 per share (the "Monarch Holdings
Common Stock"), of which 1010 shares are issued and outstanding and no shares
are held in treasury.
Paxar is a corporation duly organized and existing under the laws of
the State of New York, and as of the date hereof, Paxar has authority to issue
100,000,000 shares of Common Stock, par value $.10 per share (the "Paxar Common
Stock"), of which 28,100,511 shares are issued and outstanding and no shares are
held in treasury and (ii) 5,000,000 shares of Preferred Stock, par value $.01
per share, of which no shares are issued and outstanding. Paxar is the owner of
990 shares of Monarch Holdings Common Stock.
Loemker is the owner of 10 shares of the Monarch Holdings Common Stock.
Xxxxxx is the owner of 10 shares of the Monarch Holdings Common Stock.
The respective Boards of Directors of Paxar and Monarch Holdings have
determined that it is advisable and in the best interests of each of such
corporations that Monarch Holdings merge with and into Paxar upon the terms and
subject to the conditions set forth herein.
The respective Boards of Directors of Paxar and Monarch Holdings have
by resolutions duly adopted and approved this Merger agreement.
WHEREAS, Paxar has approved this Merger Agreement in its capacity as
the majority stockholder of Monarch Holdings.
WHEREAS, Loemker has consented in writing to the merger of Monarch
Holdings into Paxar.
WHEREAS, Xxxxxx has consented in writing to the merger of Monarch
Holdings into Paxar.
NOW, THEREFORE, in consideration of the mutual agreements and covenants
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Section 1. MERGER. Monarch Holdings shall be merged with and into Paxar
(the "Merger"), and Paxar shall be the surviving corporation (hereinafter
sometimes referred to as the "Surviving Corporation"). The Merger shall become
effective upon the date and time of filing an appropriate certificate of merger,
providing for the Merger, with the Secretary of State of New York and an
appropriate certificate of merger, providing for the Merger, with the Secretary
of State of Delaware, whichever later occurs (the "Effective Time").
Section 2. GOVERNING DOCUMENTS. The Certificate of Incorporation of
Paxar, as in effect immediately prior to the Effective Time, shall be the
Certificate of Incorporation of the Surviving Corporation without change or
amendment until thereafter amended in accordance with the provisions thereof and
applicable law. The Bylaws of Paxar, as in effect immediately prior to the
Effective Time, shall be the Bylaws of the Surviving Corporation without change
or amendment until
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thereafter amended in accordance with the provisions thereof, the Certificate of
Incorporation of the Surviving Corporation and applicable law.
Section 3. SUCCESSION. At the Effective Time, the separate corporate
existence of Monarch Holdings shall cease, and Paxar shall succeed to all of the
assets and property (whether real, personal or mixed), rights, privileges,
franchise, immunities and powers of Monarch Holdings, and Paxar shall assume and
be subject to all of the duties, liabilities, obligations and restrictions of
every kind and description of Monarch Holdings including, without limitation,
all outstanding indebtedness of Monarch Holdings, all in the manner and as more
fully set forth in Section 906 of the New York Business Corporation Law and
Section 259 of the Delaware General Corporation Law.
Section 4. DIRECTORS. The directors of Paxar immediately preceding the
Effective Time shall be the directors of the Surviving Corporation at and after
the Effective Time until their successors are duly elected and qualified.
Section 5. OFFICERS. The officers of Paxar immediately preceding the
Effective Time shall be the officers of the Surviving Corporation at and after
the Effective Time until their successors are duly elected and qualified.
Section 6. FURTHER ASSURANCES. From time to time, as and when required
by the Surviving Corporation or by its successors or assigns, there shall be
executed and delivered on behalf of Monarch Holdings such deeds and other
instruments, and there shall be taken or caused to be taken by it all such
further and other action, as shall be appropriate, advisable or necessary in
order to vest, perfect or conform, of record or otherwise, in the Surviving
Corporation, the title to and possession of all property, interest, assets,
rights, privileges, immunities, powers, franchises and authority of Monarch
Holdings, and otherwise to carry out the purposes of this Merger Agreement, and
the officers and directors of the Surviving Corporation are fully authorized, in
the name and on behalf of Monarch Holdings or otherwise, to take any and such
action and to execute and deliver any and all such deeds and other instruments.
Section 7. CONVERSION OF SECURITIES. At the Effective Time, by virtue
of the Merger and without any action on the part of the holder thereof, each
share of Monarch Holdings Common Stock issued and owned by Loemker and Xxxxxx
immediately prior to the Effective Time shall be changed and converted into
12,522.9 fully paid and nonassessable shares of Paxar Common Stock.
Section 8. COUNTERPARTS. This Merger Agreement may be executed in one
or more counterparts, and each such counterpart hereof shall be deemed to be an
original instrument, but all such counterparts together shall constitute but one
agreement.
Section 9. DESCRIPTIVE HEADINGS. The descriptive headings herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Merger Agreement.
Section 10. NEW YORK APPOINTMENT. The surviving Corporation hereby
agrees that it may be served with process in the State of New York in any action
or special proceeding for enforcement of any liability or obligation of Monarch
Holdings, Paxar or the Surviving Corporation arising from the Merger. The
Surviving Corporation appoints the Secretary of State of New York as its agent
to accept service of process of any such suit or other proceeding and a copy of
such process shall be mailed by the Secretary of State of the State of New York
to the Surviving Corporation at Paxar Corporation, 000 Xxxxxxxxx Xxxx Xxxxx,
Xxxxx Xxxxxx, Xxx Xxxx 00000-0000; Attn: Legal Department.
Section 11. GOVERNING LAW. This Merger Agreement shall be governed by
and construed in accordance with the laws of State of New York.
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IN WITNESS WHEREOF, Paxar, Monarch Holdings, Loemker and Xxxxxx have
caused this Merger Agreement to be executed and delivered as of the date first
above written.
PAXAR CORPORATION
By: /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
Chairman
MONARCH HOLDINGS, INC.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
President
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
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