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Document Preview Agreement and Plan of Merger |
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Title: |
Agreement and Plan of Merger |
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Date: |
2005 |
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Preview shows 7KB of 17KB total |
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Price: |
$40 |
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ID: |
#1180172 |
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AGREEMENT AND PLAN OF MERGER
BETWEEN ICOS WASHINGTON CORPORATION,
A WASHINGTON CORPORATION,
AND
ICOS CORPORATION,
A DELAWARE CORPORATION
THIS AGREEMENT AND PLAN OF MERGER dated as of July 22, 2005 (this Agreement) is between ICOS Washington Corporation, a Washington corporation (ICOS Washington), and ICOS Corporation, a Delaware corporation (ICOS Delaware). ICOS Washington and ICOS Delaware are also referred to herein as the Constituent Corporations.
RECITALS
A. ICOS Washington is a corporation duly organized and existing under the laws of the state of Washington and has authorized capital of 102,000,000 shares, $0.01 par value per share, of which 100,000,000 shares are designated Common Stock and 2,000,000 shares are designated Preferred Stock, of which 1,000,000 shares are designated Series A Junior Participating Preferred Stock (Washington Series A Preferred). As of the date hereof, 100 shares of Common Stock were issued and outstanding, all of which are held by ICOS Delaware, and no shares of Preferred Stock were issued and outstanding.
B. ICOS Delaware is a corporation duly organized and existing under the laws of the state of Delaware and has authorized capital of 102,000,000 shares, $0.01 par value per share, of which 100,000,000 are designated Common Stock and 2,000,000 shares are designated Preferred Stock, of which 1,000,000 shares are designated Series A Junior Participating Preferred Stock (Delaware Series A Preferred). As of July 19, 2005, 64,033,187 shares of Common Stock were issued and outstanding, and no shares of Preferred Stock were issued and outstanding.
C. The Board of Directors of ICOS Delaware has determined that, for the purpose of effecting the reincorporation of ICOS Delaware in the state of Washington, it is advisable and in the best interests of ICOS Delaware and its stockholders that ICOS Delaware merge with and into ICOS Washington upon the terms and conditions herein provided.
D. The respective Boards of Directors of ICOS Delaware and ICOS Washington have approved this Agreement and have directed that this Agreement be submitted to a vote of their respective stockholders and sole shareholder, and executed by the undersigned officers.
NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein, ICOS Delaware and ICOS Washington hereby agree, subject to the terms and conditions hereinafter set forth, as follows:
I.
MERGER
1.1 Merger. In accordance with the provisions of this Agreement, the Delaware General Corporation Law and the Washington Business Corporation Act, ICOS Delaware shall be merged with and into ICOS Washington (the Merger), the separate existence of ICOS Delaware shall cease and ICOS Washington shall survive the Merger and shall continue to be governed by the laws of the state of Washington, and ICOS Washington shall be, and is herein also referred to as, the Surviving Corporation, and the name of the Surviving Corporation shall be changed to ICOS Corporation.
1.2 Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed:
(a) This Agreement and the Merger shall have been adopted and approved by the stockholders of ICOS Delaware and the sole shareholder of ICOS Washington, in accordance with the respective requirements of the Delaware General Corporation Law and the Washington Business Corporation Act;
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