THE STATE OF DELAWARE.
THE NAME OF THE
SURVIVING CORPORATION SHALL BE "UTILIMASTER HOLDINGS, INC."
THE CERTIFICATE OF
INCORPORATION AND THE BYLAWS OF ACQUISITION SUB AS IN EFFECT IMMEDIATELY PRIOR
TO THE EFFECTIVE TIME SHALL BE THE CERTIFICATE OF INCORPORATION AND BYLAWS OF
THE SURVIVING CORPORATION, PROVIDED THAT SUCH CERTIFICATE OF INCORPORATION AND
BYLAWS SHALL BE
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amended as of the Effective Time to reflect that the name of the Surviving
Corporation is "Utilimaster Holdings, Inc."
The directors of Acquisition Sub
immediately prior to the Effective Time shall be the directors of the Surviving
Corporation.
2.2
FILING OF MERGER CERTIFICATE; EFFECTIVE TIME.
ON THE CLOSING
DATE, HOLDINGS AND ACQUISITION SUB SHALL DULY EXECUTE A CERTIFICATE OF MERGER IN
ACCORDANCE WITH THE DGCL IN THE FORM ATTACHED AS EXHIBIT C (THE "MERGER
CERTIFICATE") WHICH SHALL BE FILED WITH THE DELAWARE SECRETARY OF STATE TO
EFFECT THE MERGER.
THE MERGER CERTIFICATE SHALL BE FILED AS SOON AS PRACTICABLE
AFTER COMPLETION OF ALL OTHER ACTIONS TO BE TAKEN BY THE PARTIES PURSUANT TO
THIS AGREEMENT ON THE CLOSING DATE.
THE MERGER SHALL BE EFFECTIVE (THE
"EFFECTIVE TIME") AS OF THE CLOSE OF BUSINESS ON THE LATER OF (I) THE CLOSING
DATE OR SUCH OTHER DATE MUTUALLY AGREEABLE TO THE PARTIES (WHICH DATE SHALL BE
SPECIFIED IN THE MERGER CERTIFICATE) OR (II) THE DATE ON WHICH THE MERGER
CERTIFICATE HAS BEEN DULY FILED BY THE DELAWARE SECRETARY OF STATE.
2.3
EFFECTS OF MERGER.
THE PARTIES INTEND FOR THE MERGER TO HAVE
THE EFFECTS SET FORTH IN THIS AGREEMENT AND THE DGCL.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, AND SUBJECT TO THE FOREGOING, AT THE EFFECTIVE
TIME, ALL OF THE RIGHTS, PRIVILEGES, IMMUNITIES, POWERS, AND FRANCHISES OF EACH
OF HOLDINGS AND THE ACQUISITION SUB; ALL PROPERTY (REAL, PERSONAL, AND MIXED) OF
EACH OF HOLDINGS AND THE ACQUISITION SUB; ALL DEBTS DUE TO EITHER HOLDINGS OR
THE ACQUISITION SUB ON ANY ACCOUNT; AND ALL CHOSES IN ACTION AND EVERY OTHER
INTEREST OF OR BELONGING TO OR DUE TO EITHER HOLDINGS OR THE ACQUISITION SUB,
WILL VEST IN THE SURVIVING CORPORATION.
THE TITLE TO ANY REAL ESTATE OR ANY
INTEREST IN ANY SUCH REAL ESTATE VESTED, BY DEED OR OTHERWISE, IN EITHER
HOLDINGS OR ACQUISITION SUB SHALL NOT REVERT OR IN ANY WAY BECOME IMPAIRED BY
REASON OF THE MERGER.
2.4
TREATMENT OF CAPITAL STOCK.
SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT, AT THE EFFECTIVE TIME, AUTOMATICALLY BY VIRTUE OF
THE MERGER AND WITHOUT ANY ACTION ON THE PART OF ANY PARTY OR ANY OTHER PERSON:
(a)
Each share of capital stock of Acquisition Sub issued and outstanding
immediately prior to the Effective Time shall be converted into the right to
receive one share of common stock of the Surviving Corporation;
(b)
Each Share of Holdings held in treasury of Holdings or owned by any
UC Party shall be canceled without any conversion thereof, and no payment or
distribution shall be made with respect thereto; and
(c)
Each Share of Holdings issued and