The Oregon Agreement and Plan of Merger refers to a legally binding document entered into by L.E. Myers Co., My temp Inc., and L.E. Myers Co. Group, outlining the terms and conditions under which these entities merge their operations in the state of Oregon. This merger agreement is designed to facilitate the consolidation of resources, expertise, and market presence of the involved parties, enabling them to achieve synergies, operational efficiencies, and to enhance their overall competitive positioning. By merging their operations, L.E. Myers Co., My temp Inc., and L.E. Myers Co. Group aim to create a stronger, more integrated business entity that can effectively meet the evolving needs and demands of their customers, shareholders, and other stakeholders in the Oregon region. The Oregon Agreement and Plan of Merger generally includes several key provisions and sections, such as: 1. Parties Involved: This section identifies and describes the merging entities, namely L.E. Myers Co., My temp Inc., and L.E. Myers Co. Group. 2. Purpose and Consideration: This section highlights the reasons behind the merger and the benefits anticipated by all parties involved. It also outlines the exchange of ownership interests and shares, as well as any cash or other consideration provided to shareholders. 3. Structure of the Merger: This part clarifies the specific legal and operational structure of the merger, such as whether it is an asset or stock transaction, and how the assets, liabilities, and contracts of the merging entities will be combined and allocated. 4. Representations and Warranties: This section includes statements and assurances made by the merging parties regarding their financial condition, legal compliance, and other relevant matters. It aims to provide a shared understanding of each party's commitments and the accuracy of the information presented during negotiations. 5. Covenants and Agreements: This part outlines the obligations and commitments made by the parties both prior to and after the completion of the merger. It may cover areas such as non-competition provisions, employee retention, post-merger integration plans, and potential termination rights. 6. Conditions and Termination: This section specifies the conditions that must be met for the merger to proceed (e.g., regulatory approvals, shareholder consent). It also delineates the circumstances under which either party can terminate the agreement. 7. Governing Law and Dispute Resolution: This part determines the jurisdiction and laws applicable to the merger agreement, as well as the procedures for resolving any disputes that may arise. It's important to note that this description pertains to a general Oregon Agreement and Plan of Merger by L.E. Myers Co., My temp Inc., and L.E. Myers Co. Group. There may be variants of this agreement based on specific terms, jurisdictions, or industry-related considerations. To provide a more comprehensive understanding of this particular merger agreement, it would be helpful to review the specific details and provisions of the Oregon Agreement and Plan of Merger document itself.