Agreement and Plan of Merger between The LGL Group, Inc. (Indiana) and The LGL Group, Inc. (Delaware)

 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER OF THE LGL GROUP, INC., A DELAWARE CORPORATION AND THE LGL GROUP, INC., AN INDIANA CORPORATION AGREEMENT AND PLAN OF MERGER (the "Merger Agreement"), dated as of August 28, 2007, between The LGL Group, Inc. ("LGL Delaware"), and The LGL Group, Inc. an Indiana corporation ("LGL Indiana"), pursuant to Section 253 of the Delaware General Corporation Law (the "DGCL") and Sections 23-1-38.5-5 and 23-1-40-7 of the Indiana Business Corporation Law (the "IBCL"). W I T N E S S E T H: WHEREAS, LGL Delaware is a corporation duly organized and in good standing under the laws of the State of Delaware; WHEREAS, LGL Indiana is a corporation duly organized and in good standing under the laws of the State of Indiana; WHEREAS, the Board of Directors of LGL Delaware and the Board of Directors of LGL Indiana have determined that it is advisable and in the best interests of each of them that LGL Indiana merge with and into LGL Delaware upon the terms and subject to the conditions herein provided; NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the parties hereto agree as follows: ARTICLE 1: MERGER. Upon the filing of a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware and the Articles of Merger with the Secretary of State of the State of Indiana (the "Effective Time"), LGL Indiana shall be merged (the "Merger") with and into LGL Delaware, and LGL Delaware shall be the corporation surviving the Merger (hereinafter referred to as the "Surviving Corporation"). ARTICLE 2: DIRECTORS, OFFICERS AND GOVERNING DOCUMENTS. The directors of the Surviving Corporation from and after the Effective Time shall be the directors of LGL Indiana immediately prior to the Effective Time. The officers of the Surviving Corporation immediately after the Effective Time shall be the officers of LGL Indiana immediately prior to the Effective Time. These officers and directors shall hold office in accordance with the Certificate of Incorporation and By-Laws of the Surviving Corporation. After the Effective Time, the existing Certificate of Incorporation and By-Laws of LGL Delaware, in the forms attached hereto as Annex A and B, shall remain the Certificate of Incorporation and By-Laws of the Surviving Corporation. ARTICLE 3: NAME. The name of the Surviving Corporation shall be: The LGL Group, Inc.  ARTICLE 4: EFFECT OF MERGER ON SHARES OF STOCK OF LGL INDIANA. At the Effective Time, each share of common stock, $0.01 par value, of LGL Indiana outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, $0.01 par value, of the Surviving Corporation. At the Effective Time, each issued and outstanding share of stock of LGL Delaware shall be canceled, without the payment of consideration therefor. ARTICLE 5: EFFECT OF THE MERGER. The Merger shall have the effect set forth in Section 259 of the DGCL. ARTICLE 6: APPROVAL. The Plan of Merger herein made and approved shall be submitted to the shareholders of LGL Indiana and stockholders of LGL Delaware, respectively, for their approval in the manner prescribed by the provisions of the IBCL and the provisions of the DGCL. ARTICLE 7: AUTHORIZATION. The Board of Directors and the proper officers of LGL Indiana and of the Surviving Corporation, respectively, are hereby authorized, empowered, and directed to do any and all acts and things, and to make, execute, deliver, file, and/or record any and all instruments, papers, and documents which shall be or become necessary, proper, or convenient to carry out or put into effect any of the provisions of this Agreement and Plan of Merger or of the merger provided for herein. ARTICLE 8: FURTHER ASSURANCES. From time to time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of LGL Indiana such deeds and other instruments, and there shall be taken or caused to be taken by the Surviving Corporation all such further and other actions, as shall be appropriate or necessary in order to vest, perfect or confirm in the Surviving Corporation the title to and possession of all property, interests, assets, rights, privileges, immunities, powers and authority of LGL Indiana, and otherwise to carry out the purposes of this Merger Agreement. The officers and directors of the Surviving Corporation are fully authorized, on behalf of the Surviving Corporation and LGL Indiana, to take any and all such actions and to execute and deliver any and all such deeds, documents and other instruments. [The remainder of this page intentionally left blank.]  IN WITNESS WHEREOF, the undersigned have executed this Merger Agreement as of the date first above written. THE LGL GROUP, INC. an Indiana corporation By: /s/ Jeremiah M. Healy ------------------------------------------- Name: Jeremiah M. Healy Title: President and Chief Executive Officer THE LGL GROUP, INC. a Delaware corporation By: /s/ Steve Pegg -------------------------------------------- Name: Steve Pegg Title: Vice President and Chief Financial Officer