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<br />AGREEMENT AND PLAN OF MERGER <br /> <br />This AGREEMENT AND PLAN OF MERGER (this "AQIeement") is dated as of May 11, <br />1999, by and among COX COMMUNIC.ATIONS, INC., a Delaware corporation ("Parent"), COX <br />CLASSIC CABLE, INC., a Delaware corporation and wholly-owned Subsidiary of Parent ("Mereer <br />Sub"), and TCA CABLE TV, INC., a Texas corporation (the "Companv"). <br /> <br />BACKGROUND <br /> <br />A. The boards of directors of Parent, Merger Sub and the Company each have approved this <br />Agreement and have determined that it is in the best interests of their respective stockholders <br />for the Company to merge with and into Merger Sub, upon the terms and subject to the <br />conditions of this Agreement (the "Merger") (unless the Reverse Merger is required <br />pursuant to Section 2.1). <br /> <br />B. The parties intend the Merger to be carried out in accordance with the provisions of Section <br />368(a) of the Code (as defined herein), in order to qualifY the Merger as a reorganization <br />within the meaning thereof (unless the Reverse Merger is required pursuant to Section 2.1). <br /> <br />C. Parent, Merger Sub and the Company desire to make certain representations, warranties, <br />covenants and agreements in connection with the Merger. <br /> <br />D. Parent and Merger Sub have required, as a condition to their willingness to enter into this <br />Agreement, that certain shareholders of the Company enter into the Voting Agreement (as <br />defined herein) concurrently with the execution and delivery of this Agreement. <br /> <br />NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants <br />and agreements set forth herein, Parent, Merger Sub and the Company hereby agree as follows: <br /> <br />ARTICLE ONE <br /> <br />DEFINITIONS <br /> <br />Exhibit A to this Agreement sets forth the definitions of certain capitalized terms used in this <br />Agreement and an index to capitalized terms defined elsewhere in this Agreement. All such <br />capitalized terms shall have such meanings as so defined when used in this Agreement. <br /> <br />A T1I90584-8 <br />