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Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER ("Agreement") dated as of April
10 , 2006, by and among Boston Edison Company, a
Massachusetts utility corporation ("Boston Edison"), Commonwealth
Electric Company, a Massachusetts utility corporation ("CEC"),
Cambridge Electric Light Company, a Massachusetts utility
corporation ("Cambridge"), and Canal Electric Company, a
Massachusetts utility corporation ("Canal").
WITNESSETH:
WHEREAS, Boston Edison has an authorized capitalization
consisting of (i) 100,000,000 shares of common stock, par value
$1.00 per share ("Boston Edison Common Stock"), of which 75 shares
are issued and outstanding; (ii) 2,660,000 shares of cumulative
preferred stock, par value $100.00 per share ("Boston Edison
Preferred Stock"), 430,000 shares of which (consisting of shares of
two separate series) are issued and outstanding; and (iii)
8,000,000 shares of preference stock, par value $1.00 per share
("Boston Edison Preference Stock"), of which no shares are issued
and outstanding;
WHEREAS, CEC has an authorized capitalization consisting of)
2,043,972 shares of common stock, par value $1.00 per share ("CEC
Common Stock"), all of which shares are issued and outstanding;
WHEREAS, Cambridge has an authorized capitalization consisting
of 346,600 shares of common stock, par value $1.00 per share
("Cambridge Common Stock"), all of which shares are issued and
outstanding;
WHEREAS, Canal has an authorized capitalization consisting of
1,523,000 shares of common stock, par value $1.00 per share ("Canal
Common Stock"), all of which shares are issued and outstanding;
and
WHEREAS, the Boards of Directors of the respective parties
hereto deem it advisable and in the best interests of CEC,
Cambridge and Canal, and their respective stockholders to merge
CEC, Cambridge and Canal with and into Boston Edison (the "Merger")
in accordance with Section 96 of Chapter 164 of the Massachusetts
General Laws and pursuant to this Agreement and the Articles of
Merger attached hereto as Annex I and incorporated herein
(the "Articles"), whereby the holders of shares of CEC Common
Stock, Cambridge Common Stock and Canal Common Stock will exchange
their shares for Boston Edison Common Stock;
NOW, THEREFORE, in consideration of the premises and the
representations, warranties and agreements herein contained, the
parties hereto agree that CEC, Cambridge and Canal shall be merged
with into Boston Edison, which shall be the corporation surviving
the Merger, and that the terms and conditions of the Merger, the
mode of carrying it into effect, and the manner of converting and
exchanging shares shall be as follows:
ARTICLE I
THE MERGER
(a)
Subject to and in accordance with the provisions of this
Agreement, the Articles shall be executed and acknowledged by each
of Boston Edison, CEC, Cambridge and Canal, and thereafter
delivered to the Secretary of State of The Commonwealth of
Massachusetts for filing, as provided in Section 102A of Chapter
164 of the Massachusetts General Laws. The Merger shall
become effective at such time as the Articles are filed as required
by law with the Secretary of State of The Commonwealth of
Massachusetts or such date, not more than thirty days after such
filing, as may be specified in the Articles (the "Effective Time").
At the Effective Time, the separate existence of each of CEC,
Cambridge and Canal shall cease and CEC, Cambridge and Canal shall
be merged with and into Boston Edison (CEC, Cambridge, Canal and
Boston Edison being sometimes referred to collectively herein as
the "Constituent Corporations" and Boston Edison, the corporation
designated in the Articles as the surviving corporation being
sometimes referred to herein as the "Surviving Corporation");
(b)
Prior to and after the Effective Time, Boston Edison, CEC,
Cambridge and Canal, respectively, shall take all such actions as
may be necessary or appropriate in order to effectuate the Merger.
In this connection, Boston Edison shall issue the Boston
Edison Common Stock which the holders of CEC Common Stock,
Cambridge Common Stock and Canal Common Stock are entitled to
receive as provided in Article II hereof. In the event that
at any time after the Effective Time any further action is
necessary or desirable to carry out the purposes of this Agreement
and to vest the Surviving Corporation with full title to all
properties, assets, rights, approvals, immunities and franchises of
any of the Constituent Corporations, the officers and directors of
each of the Constituent Corporations as of the Effective Time shall
take all such further action.
ARTICLE II
TERMS OF CONVERSION AND EXCHANGE OF SHARES
At the Effective Time:
(a)
Each share of Boston Edison Common Stock issued and outstanding
immediately prior to the Merger shall not be converted or otherwise
affected by the Merger, and each such share shall continue to be
issued and outstanding and to be one fully paid and nonassessable
share of the common stock of the Surviving Corporation;
(b)
The shares of Boston Edison Preferred Stock issued and
outstanding immediately prior to the Merger shall not be converted
or otherwise affected by the Merger, and each such share shall
continue to be issued and outstanding and to be one fully paid and
nonassessable share of the particular series of preferred stock of
the Surviving Corporation; and
(c)
Each share of CEC Common Stock, Cambridge Common Stock and Canal
Common Stock issued and outstanding immediately prior to the Merger
shall, by virtue of the Merger and without any action on the part
of any holder thereof, be converted into the following number of
share of common stock of the Surviving Corporation, which thereupon
shall be issued, fully paid and nonassessable: 0.0000088 in the
case of CEC; 0.0000115 in the case of Cambridge; and 0.0000084 in
the case of Canal.
ARTICLE III
ARTICLES OF ORGANIZATION AND BYLAWS
From and after the Effective Time, and until thereafter amended
as provided by law, the Restated Articles of Organization of Boston
Edison as in effect immediately prior to the Merger shall be and
continue to be the Restated Articles of Organization of the
Surviving Corporation. The purposes of the Surviving
Corporation, the total number of shares and par value of each class
of stock which the Surviving Corporation is authorized to issue and
a description of each class of stock authorized at the Effective
Time, with the preferences, voting powers, q
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