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Title: |
Agreement and Plan of Merger |
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Entities: |
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Date: |
2000 |
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Preview shows 5KB of 66KB total |
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Price: |
$36 |
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ID: |
#1325236 |
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<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>AGREEMENT AND PLAN OF MERGER
<TEXT>
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
THE ARIELLE CORP.
AND
METHOD PRODUCTS CORP.
1
<PAGE>
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER by and between The Arielle Corp., a
Delaware corporation, ("AC") and Method Products Corp., a Florida corporation,
("MPC").
WHEREAS, the Boards of Directors of AC and MPC, deem it advisable for
the mutual benefit of AC and MPC, and their respective shareholders, that MPC be
merged into AC (the "Merger"), and have approved this Agreement and Plan of
Merger (the "Agreement"); and
WHEREAS, the Boards of Directors of AC and MPC have unanimously
resolved to recommend to their shareholders acceptance of the Merger
contemplated herein.
NOW THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained herein, and for the purpose of setting
forth certain terms and conditions of the Merger, and the mode of carrying the
same into effect, MPC and AC hereby agree as follows:
ARTICLE 1
MERGER AND ORGANIZATION
SECTION 1.1 The Merger. As of the Effective Date (as hereinafter
defined), subject to the terms and conditions hereof, MPC shall be merged with
and into AC as soon as practicable through AC's acquisition of 100% of MPC's
issued and outstanding shares of Common Stock in exchange for shares of Common
Stock of AC, the surviving entity (the "Surviving Entity"). Immediately after
consummation of the Merger, the Surviving Entity shall be and continue as the
public entity, and shall have issued and outstanding 7,791,521 shares of common
stock: 7,135,521 (representing 91.6% of the Surviving Entity) to be held by
former MPC stockholders in proportion to the amount that each of said
shareholders previously held shares of common stock of MPC; 156,000 shares
representing 2% of the surviving entity to be held by Schonfeld & Weinstein,
L.L.P., and 500,000 (representing 6.5% of the Surviving Entity) to be held by
current AC stockholders in the same proportions as currently held shares. AC and
MPC are herein sometimes referred to as the "Constituent Corporations." The
Merger is to be done in such a manner as to be tax-free to all parties involved.
SECTION 1.2. Effect of Merger. The parties agree to the following
provisions with respect to the Merger:
(a) Name of Surviving Corporation. After the Merger and Effective
Date (as defined in Section 1.2(e) hereof), the name of the Surviving Entity
shall become Method Products Corp.
2
<PAGE>
(b) Articles of Incorporation. The Articles of Incorporation of
AC as in effect immediately prior to the Effective Date shall from and after the
Effective Date be and continue to be the Articles of Incorporation of the
Surviving Entity until changed or amended as provided.
(c) By-Laws. The By-Laws of AC as in effect immediately prior to
the Effective Date shall from and after the Effective Date be and continue to be
the By-Laws of the Surviving Entity until changed or amended as provided by law.
(d) Corporate Organization. All of the issued and outstanding
shares of common stock of MPC shall be acquired by AC. The Surviving Entity
shall thenceforth be responsible for all the liabilities and obligations of each
of the Constituent Corporations, with the effect set forth in the appropriate
provisions of Delaware law and the appropriate provisions of Florida law.
(e) Filing of Articles of Merger and Amendment to Articles of
Association. If this Agreement is duly approved by each of the Constituent
Corporations in accordance with the appropriate provisions of Delaware law and
the appropriate provisions of Florida law and the respective Articles or
Certificate of Incorporation and By-laws of the Constituent Corporations and not
terminated pursuant to Article 8 hereof, and approved by the shareholders of AC
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