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Agreement and Plan of Merger

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Title:

Agreement and Plan of Merger

Entities:

Snocone Systems Inc.

Date:

2005

Size:

Preview shows 16KB of 107KB total

Price:

$59

ID:

#1334774

► Plans ► Agreements ► Agreements & Plans of Merger

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AGREEMENT AND PLAN OF MERGER

BY AND AMONG

WHOS YOUR DADDY, INC. (SNOCONE SYSTEMS INC.),

PHARB ACQUISITION CORP.,

PHARB UNIVERSITY BRAND, INC.

AND

MARK DE MATTEI

DATED JUNE 12, 2005

TABLE OF CONTENTS

		PAGE

ARTICLE I	THE MERGER	1
SECTION 1.1	The Merger	1
SECTION 1.2	Closing	1
SECTION 1.3	Effective Time	1
SECTION 1.4	Effects of the Merger	2
SECTION 1.5	Certificate of Incorporation and By-laws of the Surviving Corporation	2
SECTION 1.6	Directors and Officers	2
ARTICLE II	EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT
	CORPORATIONS; EXCHANGE OF CERTIFICATES	2
SECTION 2.1	Effect on Capital Stock	2
SECTION 2.2	Fractional Shares	3
SECTION 2.3	Exchange of Certificates	3
SECTION 2.4	Certain Adjustments	4
SECTION 2.5	Shares of Dissenting Shareholders	4
SECTION 2.6	Tax-Free Reorganization	4
ARTICLE III	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	4
SECTION 3.1	Organization, Standing and Corporate Power	4
ARTICLE IV	REPRESENTATIONS AND WARRANTIES OF PARENT	9
ARTICLE V	COVENANTS RELATING TO CONDUCT OF BUSINESS	12
SECTION 5.1	Conduct of Business by the Company	12
SECTION 5.2	Advice of Changes	12
SECTION 5.3	Conduct of Business by Parent	12
SECTION 5.4	Transition	13
ARTICLE VI	ADDITIONAL AGREEMENTS	13
SECTION 6.1	Shareholders Meeting	13
SECTION 6.2	Access to Information; Confidentiality	13
SECTION 6.3	Commercially Reasonable Efforts	13
SECTION 6.4	Indemnification, Exculpation and Insurance	13
SECTION 6.5	Fees and Expenses	14
SECTION 6.6	Public Announcements	14
SECTION 6.7	Board of Directors	14
ARTICLE VII	CONDITIONS PRECEDENT	14
SECTION 7.1	Conditions to Each Partys Obligation to Effect the Merger	14
SECTION 7.2	Conditions to Obligations of Parent and Merger Sub	15
SECTION 7.3	Conditions to Obligations of the Company	15
SECTION 7.4	Frustration of Closing Conditions	16
ARTICLE VIII	ACTIONS BY THE PARTIES AFTER THE CLOSING	16
SECTION 8.1	Survival of Representations, Warranties, Etc	16
SECTION 8.2	Indemnification	16
ARTICLE IX	TERMINATION, AMENDMENT AND WAIVER	17
SECTION 9.1	Termination	17
SECTION 9.2	Effect of Termination	18
SECTION 9.3	Amendment	18
SECTION 9.4	Extension; Waiver	18
ARTICLE X	GENERAL PROVISIONS	19
SECTION 10.1	Notices	19
SECTION 10.2	Definitions	19
SECTION 10.3	Interpretation	20
SECTION 10.4	Counterparts	20
SECTION 10.5	Entire Agreement; No Third-Party Beneficiaries	20
SECTION 10.6	Governing Law	20
SECTION 10.7	Assignment	20
SECTION 10.8	Consent to Jurisdiction	20
SECTION 10.9	Headings	21
SECTION 10.10	Severability	21
SECTION 10.11	Enforcement	21

AGREEMENT AND PLAN OF MERGER (this "Agreement") made and entered into on this 12th day of June 2005, by and among WHOS YOUR DADDY, INC. (SNOCONE SYSTEMS INC.), a Nevada corporation ("Parent"), PHARB ACQUISITION CORP., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), PHARB UNIVERSITY BRAND, INC., a Delaware corporation (the "Company") and MARK DE MATTEI (the Major Stockholder).

W I T N E S S E T H:

WHEREAS, each of Parent, Merger Sub and the Company desire Parent to consummate a business combination with the Company in a transaction whereby, upon the terms and subject to the conditions set forth in this Agreement, Merger Sub will merge with and into the Company (the "Merger"), each outstanding share of common stock, no par value, of the Company ("Company Common Stock") will be converted into the right to receive the Closing Merger Consideration and the Aggregate Merger Consideration upon the release of Escrow (together, the Merger Consideration), and the Company will be the surviving corporation in the Merger;

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