_REVISION - M1977326 ‎(6)‎

• Permit No: M1977326
• IBM Index Class Name: Revision
• Doc Name: STATE OF DELAWARE OFFICE O FSECRETARY OF STATE
• Type & Sequence: SO2
• Media Type: D
• Archive: No

• =V ! 0 11 ;� 55 !
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND ?LAN OF MERGER ( "Agreement" ) dated as
of this 28th day of September, 1990 by and between ADIENCE, INC. ,
a Delaware corporation ( "Adience" or the "Surviving Corporation" )
and Colorado Refractories Corporation, a Colorado corporation
( "CRC" ) (Adience and CRC being herein sometimes collectively
referred to as the "Constituent Corporations" ) .
WITNESSETH:
WHEREAS, CRC is a subsidiary of Adience, and Adience
owns all of the issued and outstanding capital stock of CRC; and
WHEREAS, the Constituent Corporations desire that CRC be
merged with and into Adience, with Adience being the surviving
corporation, upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants
and agreements herein contained, and intending to be legally bound
hereby, Adience and CRC hereby agree as follows:
1. Terms of Merger . On the Effective Date (as
hereinafter de fined) , CRC shall be merged with and into Adience
pursuant to the provisions of Section 253 of the Delaware General
_. Corporation Law ( "GCL" ) and Section 7-7-106 of the Colorado
Corporation Code ( "Code" ) .
2. Surviving Corporation. The corporation surviving
the merger shall be Adience.
3. Treatment of Shares. Upon the Effective Date,
(a) the shares of capital stock of Adience issued and outstanding
immediately prior to the merger shall remain outstanding, without
change therein by reason of the merger ; (b) the shares of capital
stock of CRC issued and outstanding immediately prior to the
merger and held of record at such time by Adience, the sole
shareholder of CRC, shall be deemed retired and cancelled without
necessity of further action; and (c) any share of issued and
outstanding capital stock of CRC at such time held of record by
any person other than Adience shall be deemed converted as a
result of the merger into the right to receive the sum of one
dollar ( $1. 00 ) per share from the Surviving Corporation upon
surrender of the certificate or certificates therefor to the
Surviving Corporation for cancellation.
4 . Effective Date. (a) This Agreement shall be
submitted to the Board of Directors of each of the Constituent
Corporations for approval as provided by the GCL and the Code. If
this Agreement is duly approved by the Board of Directors of each
Exhibit A
to Exhibit A