Preview | Agreement and Plan of Merger |

Document Preview

Agreement and Plan of Merger

Click "Add to Cart" button to purchase document.
Documents are emailed immediately after purchase.
You can also browse documents by title, category, or company... or click here for help finding documents.

Title:

Agreement and Plan of Merger

Entities:

Quality Gift Distributors, Inc.

Date:

2007

Size:

Preview shows 40KB of 194KB total

Price:

$64

ID:

#2809046

► Plans ► Agreements ► Agreements & Plans of Merger

Start of Preview

AGREEMENT AND PLAN

OF MERGER

AMONG

YCC HOLDINGS LLC,

YANKEE ACQUISITION CORP.

AND

THE YANKEE CANDLE COMPANY, INC.

DATED AS OF

OCTOBER 24, 2006

TABLE OF CONTENTS


		Page
ARTICLE I	THE MERGER	1
Section 1.1	The Merger	2
Section 1.2	Effective Time of the Merger	2
Section 1.3	Articles of Organization	2
Section 1.4	By-laws	2
Section 1.5	Board of Directors and Officers	2
Section 1.6	Effects of Merger	3

ARTICLE II	CONVERSION OF SHARES	3
Section 2.1	Conversion of Shares	3
Section 2.2	Payment and Exchange of Certificates	3
Section 2.3	Dissenting Company Shares	6
Section 2.4	No Further Ownership Rights in the Shares	6
Section 2.5	Closing of Company Transfer Books	6
Section 2.6	Adjustments	6
Section 2.7	Stock Options, Restricted Stock, Performance Shares	7
Section 2.8	Deferred Compensation Plan	8
Section 2.9	Special Retention Bonus Plan	8

ARTICLE III	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	8
Section 3.1	Organization, Standing and Power	9
Section 3.2	Capital Structure	10
Section 3.3	Authority; Non-Contravention	11
Section 3.4	SEC Documents	13
Section 3.5	Proxy Statement	14
Section 3.6	Absence of Certain Events	15
Section 3.7	Litigation	15
Section 3.8	No Violation of Law	15
Section 3.9	Taxes	16
Section 3.10	Employee Benefit Plans; ERISA	18
Section 3.11	Labor and Employment Matters	20
Section 3.12	Environmental Matters	21
Section 3.13	Affiliate Transactions	22
Section 3.14	Intellectual Property	22
Section 3.15	Takeover Statutes	23
Section 3.16	Title to Assets	24

- i -


Section 3.17	Material Contracts	25
Section 3.18	Opinion of Financial Advisors	26
Section 3.19	Brokers and Finders	26
Section 3.20	No Other Representations or Warranties	26

ARTICLE IV	REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB	27
Section 4.1	Organization, Standing and Power	27
Section 4.2	Operations of Parent and Sub	27
Section 4.3	Authority; Non-Contravention	28
Section 4.4	Proxy Statement	29
Section 4.5	Financing	29
Section 4.6	Litigation	30
Section 4.7	Brokers and Finders	30
Section 4.8	Ownership of Shares	30
Section 4.9	Solvency	31
Section 4.10	Guarantee	31

ARTICLE V	COVENANTS RELATING TO CONDUCT OF BUSINESS	31
Section 5.1	Conduct of Business by the Company Pending the Merger	31
Section 5.2	Control of the Companys Operations	35

ARTICLE VI	ADDITIONAL AGREEMENTS	35
Section 6.1	Company Stockholder Approval; Proxy Statement	35
Section 6.2	Directors and Officers Indemnification	37
Section 6.3	No Solicitation	39
Section 6.4	Access to Information; Confidentiality	42
Section 6.5	Reasonable Best Efforts; Notification	42
Section 6.6	Benefit Plans	47
Section 6.7	Fees and Expenses	49
Section 6.8	Public Announcements	51
Section 6.9	Sub	52
Section 6.10	Transfer Taxes	52
Section 6.11	Stockholder Litigation	52
Section 6.12	Corporate Headquarters	52

ARTICLE VII	CONDITIONS PRECEDENT	53
Section 7.1	Conditions to Each Partys Obligation to Effect the Merger	53
Section 7.2	Additional Conditions to Obligations of Parent and Sub	53
Section 7.3	Additional Conditions to Obligations of the Company	54

- ii -


ARTICLE VIII	TERMINATION, AMENDMENT AND WAIVER	54
Section 8.1	Termination	54
Section 8.2	Effect of Termination	56
Section 8.3	Amendment	56
Section 8.4	Extension; Waiver	56
Section 8.5	Procedure for Termination, Amendment, Extension or Waiver

End of Preview

Home Intelligence Services Subscriptions News About Us