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EXHIBIT 3.4
AGREEMENT OF MERGER
This AGREEMENT OF MERGER (this "Agreement"), dated as of the 31st day
of December, 1993, pursuant to Section 253 of the General Corporation Law of
the State of Delaware, between Lear Holdings Corporation, a Delaware
corporation (the "Merged Corporation"), and Lear Seating Corporation, a
Delaware corporation (the "Surviving Corporation").
WITNESSETH that:
WHEREAS, the Surviving Corporation is a wholly-owned subsidiary of the
Merged Corporation;
WHEREAS, the merger contemplated by this Agreement (the "Merger") will
simplify the corporate structure of the Merged Corporation and its
subsidiaries, benefitting both the Merged Corporation and the Surviving
Corporation;
WHEREAS, after the Merger, the Surviving Corporation will have the same
directors, security holders, capitalization and by-laws of the Merged
Corporation prior to the Merger, and the Merger will involve no substantial
change in the rights of any security holder of the Merged Corporation; and
WHEREAS, the parties hereto deem it to be in their best interests to
enter into the Merger on the terms and conditions set forth herein;
NOW THEREFORE, the corporations parties to this Agreement, in
consideration of the mutual covenants, agreements and provisions hereinafter
contained, do hereby prescribe the terms and conditions of the Merger and mode
of carrying the same into effect as follows:
FIRST: The Merged Corporation hereby merges itself into the Surviving
Corporation and the Surviving Corporation hereby merges into itself the Merged
Corporation.
SECOND: The Certificate of Incorporation of the Surviving Corporation,
as heretofore amended and as in effect of the date the Merger, shall continue
in full force and effect as the Certificate of Incorporation of the
corporation surviving the Merger.
THIRD: Upon the effectiveness of the Merger, (i) each share of capital
stock of the Surviving Corporation which shall be outstanding on the effective
date of the Merger and owned by the Merged Corporation shall be cancelled and
the outstanding common stock of the Merged Corporation shall be exchanged for
a like number of shares of the common stock of the corporation surviving
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the Merger, (ii) each warrant to purchase common stock of the Merged
Corporation which shall be outstanding on the effective date of the Merger
shall become a warrant to purchase a like number of shares of common stock of
the corporation surviving the Merger, exercisable on identical terms and
conditions and (iii) each option to purchase common stock of the Merged
Corporation which is outstanding on the effective date of the Merger shall
become an option to purchase a like number of shares of the common stock of the
corporation surviving the Merger, exercisable on identical terms and
conditions.
FOURTH: The remaining terms and conditions of the Merger are as
follows:
(a) The By-laws of the Surviving Corporation as they shall
exist on the effective date of the Merger shall be and remain the
By-laws of the corporation surviving the Merger until the same shall be
altered, amended or repealed as therein provided.
(b) Upon effectiveness of the Merger, the directors of the
Merged Corporation shall become the directors of the corporation
surviving the Merger until their successors shall have been duly
elected and qualified as provided in the Certificate of Incorporation
and By-laws of the Surviving Corporation.
(c) The officers of the Surviving Corporation shall continue
in office until their successors shall have been duly elected and
qualified as provided in the Certificate of Incorporation and By-laws
of the Surviving Corporation.
(d) This Merger shall become effective as of December 31,
1993 pursuant to Section 103 of the General Corporation Law of the
State of Delaware.
(e) Upon the Merger becoming effective, all the property,
rights, privileges, obligations, franchises, patents, trademarks,
licenses, contracts, registrations and other assets and obligations of
every kind and description of the Merged Corporation shall be
transferred to, vested in, assumed by and devolve upon the Surviving
Corporation without further act or deed and all property, rights, and
every other interest of the Surviving Corporation and the Merged
Corporation shall be as effectively the property of the Surviving
Corporation as they were of the Surviving Corporation and the Merged
Corporation, respectively. The Merged Corporation hereby agrees from
time to time, as and when requested by the Surviving Corporation or by
its successors or assigns, to execute and deliver or cause to be
executed and delivered all such deeds and instruments and to take or
cause to be taken such further or other action as the
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Surviving Corporation may deem necessary or desirable in order to vest in
and confirm to the Surviving Corporation title to and possession of any
property of the Merged Corporation acquired or to be acquired by reason of
or as a result of the Merger herein provided for and otherwise to carry out
the intent and purposes hereof and the proper officers and directors
of the Merged Corporation and the proper officers and directors of the
Surviving Corporation are fully authorized in the name of the Merged
Corporation or otherwise to take any and all such action.
IN WITNESS WHEREOF, the undersigned have executed this Agreement on
the day first above written.
LEAR HOLDINGS CORPORATION
By: /s/ J. H. VANDENBERGHE
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James H. Vandenberghe
Its: Vice President
ATTEST:
By: /s/ THOMAS B. HENSTOCK
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Thomas B. Henstock
Its: Assistant Secretary
LEAR SEATING CORPORATION
By: /s/ DONALD J. STEBBINS
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Donald J. Stebbins
Its: Vice President
ATTEST:
By: /s/ J. H. VANDENBERGHE
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James H. Vandenberghe
ITS: Secretary
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