The Washington Agreement and Plan of Merger by L.E. Myers Co., My temp Inc., and L.E. Myers Co. Group is a legally binding document that outlines the terms and conditions of a merger between these three entities. This merger aims to facilitate growth, enhance operational efficiency, and create synergies among the companies involved. The Washington Agreement and Plan of Merger encompasses various aspects, including but not limited to: 1. Parties Involved: The agreement specifies the participating entities — L.E. Myers Co., a renowned electrical contracting company, My temp Inc., a staffing and recruitment agency, and L.E. Myers Co. Group, the parent company. 2. Purpose: The agreement highlights the objective of the merger, which could include expanding market presence, diversifying service offerings, or improving financial performance. 3. Structure of Merger: This document outlines the specific structure of the merger, including whether it is a stock merger, asset merger, or a combination of both. The agreement also details how the financial and operational aspects will be integrated. 4. Exchange Ratio: In case of a stock merger, the agreement defines the exchange ratio, which determines the number of shares of the surviving entity that the shareholders of the non-surviving entity will receive. 5. Allocation of Assets and Liabilities: The agreement specifies how the assets and liabilities of each merging entity will be allocated and transferred to the surviving entity. 6. Governance and Management: The document may include provisions related to the new corporate governance structure, the composition of the board of directors, and the management team of the merged entity. 7. Employee Integration: If applicable, the agreement details the process for integrating employees from the merging entities, including any severance packages, retention bonuses, or changes in job roles. 8. Regulatory Approvals: It outlines the necessary regulatory approvals from government agencies or industry-specific bodies for the merger to be legally effective. 9. Confidentiality and Non-Disclosure: The agreement typically includes provisions to protect the confidentiality of sensitive information shared during the negotiation and due diligence process. 10. Termination and Breach: The conditions under which the agreement can be terminated and the consequences of any breach by either party are defined. It is important to note that while the details above encompass the general elements of a Washington Agreement and Plan of Merger, the specific terms and clauses may vary based on the unique circumstances and objectives of the merger.