|
Exhibit 10.28
AGREEMENT AND PLAN OF
MERGER
This
AGREEMENT AND PLAN OF MERGER (this “ Agreement
”), dated as of January 29, 2007, is by and between Whitehall
Jewellers, Inc., a Delaware corporation (the “ Company
”), and WH Inc. of Illinois, an Illinois corporation (“
WHI ”).
WHEREAS,
the Company owns 100% of the outstanding shares of common stock,
par value $.01 per share, of WHI;
WHEREAS,
the Board of Directors of WHI deems it to be in the best interests
of WHI to merge with and into the Company;
WHEREAS,
the Board of Directors of the Company deems it to be in the best
interests of the Company to merge WHI with and into the Company;
and
WHEREAS,
on January 26, 2007, by unanimous written consent, the respective
Boards of Directors of the Company and WHI have adopted this
Agreement and approved the merger (the “ Merger
”) of WHI with and into the Company, with the Company
surviving the Merger, pursuant to the terms and conditions of this
Agreement; and
NOW,
THEREFORE, for and in consideration of the mutual covenants
contained herein, and for other good and valuable consideration,
the receipt of which each party hereby acknowledges, the parties
agree as follows:
1. The Merger . Upon the terms and subject to the
conditions set forth in this Agreement, WHI shall be merged with
and into the Company at the Effective Time (as hereinafter
defined). Following the Merger, the separate corporate existence of
WHI shall cease and the Company shall continue as the surviving
corporation (the “ Surviving Corporation ”) and
shall succeed to and assume all the rights and obligations of
WHI.
2. Effective Time . The Merger shall become effective
on January 31, 2007 at 10:00 a.m. Central Standard Time (the
“ Effective Time ”).
3. Issued Shares . The outstanding shares of common
stock, par value $.01 per share, of WHI shall not be converted in
any manner, but each such share which is outstanding as of the
Effective Time shall be cancelled.
4. Plan of Liquidation . The parties agree that the
Merger shall constitute a complete liquidation of WHI, and that the
execution of this Agreement constitutes the adoption of a plan of
liquidation, in each case pursuant to Section 332 of the Internal
Revenue Code of 1986, as amended.
| 
