AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 2nd, 2011 • National Technical Systems Inc /Ca/ • Services-testing laboratories • California
Page ARTICLE I THE MERGER 2 1.1 Merger and Surviving Corporation 2 1.2 Effective Time of the Merger 2 ARTICLE II THE SURVIVING AND PARENT CORPORATIONS 2 2.1 Articles of Incorporation 2 2.2 Bylaws 3 2.3 Directors 3 2.4 Officers 3 ARTICLE III CONVERSION OF SHARES IN THE MERGER 3 3.1 Conversion of Company Shares 3 3.2 Exchange of Certificates 7 3.3 No Fractional Shares 9 3.4 Closing of the Company's Transfer Books 9 3.5 Closing 9 3.6 Deliveries at the Closing 9 3.7 Holdback 11 3.8 Earn Out. 11 3.9 Withholding Taxes 13 ARTICLE IV THE DOUBLE MERGER 14 4.1 Double Merger and Surviving Business Entity 14 4.2 Effective Time of the Double Merger 14 4.3 Cancellation of Shares 14 ARTICLE V REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY 14 5.1 Organization and Good Standing 14 5.2 Capitalization. 15 5.3 Authority, Approvals, Enforceability and Consents. 15 5.4 Financial Statements. 16 5.5 Absence of Undisclosed Liabilities 18 5.6 Absence of Certain Changes 18 5.7 Taxes. 20 5.8 Legal Matters.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 2nd, 2011 • National Technical Systems Inc /Ca/ • Services-testing laboratories • California
AGREEMENT OF PURCHASE AND SALE OF STOCKAgreement of Purchase and Sale of Stock • May 2nd, 2011 • National Technical Systems Inc /Ca/ • Services-testing laboratories • Delaware
THIS AGREEMENT OF PURCHASE AND SALE OF STOCK (“Agreement”) is made this 30th day of November, 2009, by and between U.S. Laboratories, Inc., a Delaware corporation (“Seller”), and NQA, Inc., a Massachusetts corporation (“Buyer”).
