AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this Merger Agreement), dated as of May 21, 2020, is by and between CONMED Corporation, a New York corporation (Parent), and CONMED Corporation, a Delaware corporation (Subsidiary), pursuant to Article 9 of the Business Corporation Law of the State of New York (the NYBCL) and Subchapter IX of the Delaware General Corporation Law (the DGCL).
WHEREAS, Parent is a corporation duly organized and in good standing under the laws of the State of New York;
WHEREAS, Parent was originally formed under the name Concor Enterprises, Inc.;
WHEREAS, Subsidiary is a corporation duly organized and in good standing under the laws of the State of Delaware;
WHEREAS, Subsidiary is newly formed for the purpose of effecting the transactions contemplated hereby and does not currently hold any property or have any tax attributes;
WHEREAS, Parent is authorized to issue (a) 100,000,000 shares of common stock, par value $0.01 per share (Parent Common Stock), of which 28,535,629 shares are issued and outstanding as of the date hereof (which number of outstanding shares is subject to change prior to the Effective Time (as defined below) in connection with Parents repurchase or issuance of shares of Parent Common Stock), and (b) 500,000 shares of preferred stock, par value $0.01 per share, of which none are issued and outstanding as of the date hereof;
WHEREAS, Subsidiary is authorized to issue 100,000,000 shares of common stock, par value $0.01 per share, of which 100 shares are issued and outstanding as of the date hereof;
WHEREAS, Parent currently holds all of the issued and outstanding shares of common stock of Subsidiary;
WHEREAS, the respective Boards of Directors of Parent and Subsidiary have determined that it is advisable and in the best interests of such corporations and their shareholders and stockholder, respectively, for Parent to merge with and into Subsidiary, for the purpose of changing the Parents state of incorporation from the State of New York to the State of Delaware;
WHEREAS, the parties intend, by executing this Merger Agreement, to adopt a plan of reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the Code), and to cause the merger described herein to qualify as a reorganization under the provisions of Section 368(a)(1)(F) of the Code; and
WHEREAS, the Board of Directors of Parent has directed that this Merger Agreement be submitted to a vote of Parents shareholders for approval in accordance with the NYBCL and the DGCL.
NOW, THEREFORE, in consideration of the premises, mutual agreements and covenants set forth herein, the parties hereto agree as follows:
ARTICLE 1. The Merger.
(a) Upon the terms and subject to the conditions set forth in this Merger Agreement, at the Effective Time, Parent shall be merged with and into Subsidiary (the Merger), and the separate existence of Parent shall cease and Subsidiary shall be the entity surviving the Merger (hereinafter referred to as the Surviving Entity), which shall continue to exist under, and be governed by, the laws of the State of Delaware. The Merger shall have the effects specified in the DGCL, including Section 259 of Subchapter IX of Title 8 of the DGCL, the NYBCL, including Section 906 of Article 9 of the NYBCL, and this Merger Agreement.