|
|
|
|
Document Preview Agreement and Plan of Merger |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Agreement and Plan of Merger |
|||
|
Entities: |
||||
|
Date: |
2005 |
|||
|
Size: |
13KB total |
|||
|
Price: |
$35 |
|||
|
ID: |
#1638822 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
EXECUTION
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER, dated as of October 11, 2005 (this Plan of Merger), is between J. Crew Group, Inc., a New York corporation (Merged Corporation), and J. Crew Group, Inc., a Delaware corporation and wholly-owned subsidiary of Merged Corporation (Surviving Corporation).
W I T N E S S E T H:
WHEREAS, Merged Corporation is authorized to issue a total of 110,000,000 shares of capital stock, consisting of 100,000,000 shares of common stock, par value $.01 per share (the Merged Corporation Common Stock), and of 10,000,000 shares of preferred stock, par value $.01 per share (the Merged Corporation Preferred Stock, and together with the Common Stock, the Merged Corporation Stock), of which, as of the date hereof, 12,830,833.304 shares of Common Stock are issued and outstanding and 125,300.004 shares of Preferred Stock are issued or outstanding; and
WHEREAS, Surviving Corporation is authorized to issue a total of 220,000,000 shares of capital stock, consisting of 200,000,000 shares of common stock, par value $.01 per share (the Surviving Corporation Common Stock), and of 20,000,000 shares of preferred stock, par value $.01 per share (the Surviving Corporation Preferred Stock, and together with the Common Stock, the Surviving Corporation Stock), of which, as of the date hereof, zero shares of Common Stock are issued and outstanding and zero shares of Preferred Stock are issued or outstanding; and
WHEREAS, Merged Corporation owns all of the issued and outstanding shares of Surviving Corporation Stock; and
WHEREAS, the stockholders of each of Merged Corporation and Surviving Corporation and the Board of Directors of each of Merged Corporation and Surviving Corporation, respectively, approve and deem it advisable that Merged Corporation and Surviving Corporation, respectively, consummate the Merger (as defined below).
NOW, THEREFORE, in consideration of the mutual agreements contained in this Plan of Merger, the parties to this Plan of Merger hereby agree that Merged Corporation shall be merged (the Merger) with and into Surviving Corporation in accordance with applicable laws and upon the terms and subject to the conditions set forth as follows:
1. The Merger. At such time agreed between Merged Corporation and Surviving Corporation a certificate of merger evidencing the Merger shall be filed with each of the Office of the Secretary of State of the State of New York pursuant to the New York Business Corporation Law and the Office of the Secretary of State of Delaware pursuant to the Delaware General Corporation Law. The certificate of Merger shall specify that the Merger shall become effective on the date and at the time of filing or at such later date and time as specified therein (the Effective Time). At the Effective Time, Merged Corporation shall be merged with and into Surviving Corporation and Surviving Corporation shall continue as the surviving corporation and its name shall remain J. Crew Group, Inc.
2. Certificate of Incorporation and By-laws. The Certificate of Incorporation and By-laws of Surviving Corporation in effect immediately prior to the Effective Time shall be and remain the Certificate of Incorporation and By-laws, respectively, of Surviving Corporation, as the surviving corporation, after the Effective Time, until amended as provided by law.
|
End of Preview |
Home Intelligence Services Subscriptions News About Us