Preview | Agreement and Plan of Reorganization |

Document Preview

Agreement and Plan of Reorganization

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 Reorganization

Entities:

Middleby Corp.

Date:

2007

Size:

Preview shows 49KB of 186KB total

Price:

$44

ID:

#2869161

► Plans ► Agreements ► Agreements & Plans of Reorganization
► Capital Goods

Start of Preview

ANNEX A

AGREEMENT AND PLAN OF REORGANIZATION

BY AND AMONG

GEOPHARMA, INC.

FLORIDA MERGER SUBSIDIARY CORP.

AND

DYNAMIC HEALTH PRODUCTS, INC.

Dated May 14, 2007

TABLE OF CONTENTS


ARTICLE I - THE MERGER		2

1.1.	The Merger.	2

1.2.	Effective Time; Closing.	2

1.3.	Effect of the Merger.	2

1.4.	Articles of Incorporation; Bylaws.	2

1.5.	Directors and Officers.	2

1.6.	Effect on Capital Stock.	3

1.7.	Surrender of Certificates.	4

1.8.	No Further Ownership Rights in Company Common Stock.	5

1.9.	Lost, Stolen or Destroyed Certificates.	6

1.10.	Tax and Accounting Consequences.	6

1.11.	Taking of Necessary Action; Further Action.	6

ARTICLE II - REPRESENTATIONS AND WARRANTIES OF COMPANY		6

2.1.	Organization of the Company.	6

2.2.	Company Capital Structure; Notes.	7

2.3.	Obligations With Respect to Capital Stock.	8

2.4.	Authority.	8

2.5.	SEC Filings; Company Financial Statements.	10

2.6.	Absence of Certain Changes or Events.	11

2.7.	Tax Matters.	11

2.8.	Patents and Trademarks.	13

2.9.	Compliance; Permits; Restrictions. Except as disclosed on Schedule 2.9	14

2.10.	Litigation.	15

2.11.	Brokers and Finders Fees.	15

2.12.	Labor Agreements and Actions, Employee Benefit Plans.	15

2.13.	Absence of Liens and Encumbrances.	17

2.14.	Environmental Matters.	18

2.15.	Agreements.	18

2.16.	Statements; Joint Proxy Statement/Prospectus.	19

2.17.	Board Approval.	20

2.18.	State Takeover Statutes.	20

2.19.	Fairness Opinion.	20

ARTICLE III - REPRESENTATIONS AND WARRANTIES OF PARENT AND DYHP ACQUISITION		20

3.1.	Organization of Parent and DYHP Acquisition.	20

3.2.	Parent Capital Structure.	21

3.3.	Obligations With Respect to Capital Stock.	22


3.4.	Authority.	22

3.5.	SEC Filings; Parent Financial Statements.	24

3.6.	Absence of Certain Changes or Events.	25

3.7.	Taxes.	25

3.8.	Patents and Trademarks.	26

3.9.	Compliance; Permits; Restrictions.	27

3.10.	Litigation.	28

3.11.	Brokers and Finders Fees.	28

3.12.	Labor Agreements and Actions; Employee Benefit Plans.	28

3.13.	Absence of Liens and Encumbrances.	30

3.14.	Environmental Matters.	30

3.15.	Agreements.	31

3.16.	Statements; Joint Proxy Statement/Prospectus.	32

3.17.	Board Approval.	32

ARTICLE IV - CONDUCT PRIOR TO THE EFFECTIVE TIME		33

4.1.	Conduct of Business by the Company.	33

4.2.	Conduct of Business by Parent.	36

ARTICLE V - ADDITIONAL AGREEMENTS		36

5.1.	Joint Proxy Statement/Prospectus; S-4; Other Filings; Board Recommendations.	36

5.2.	Stockholder Meetings.	37

5.3.	Access to Information.	39

5.4.	No Solicitation.	40

5.5.	Public Disclosure.	41

5.6.	Commercially Reasonable Efforts; Notification.	42

5.7.	Third Party Consents.	43

5.8.	Stock Options; Warrants; Employee Benefits.	43

5.9.	Reserved	44

5.10.	Indemnification.	44

5.11.	Action by Board of Directors.	45

5.12.	Nasdaq Listing.	45

5.13.	Tax-Free Reorganization.	45

5.14.	Conveyance Taxes.	45

ARTICLE VI - CONDITIONS TO THE MERGER		45

6.1.	Conditions to Obligations of Each Party to Effect the Merger.	45

6.2.	Additional Conditions to Obligations of the Company.	46

6.3.	Additional Conditions to the Obligations of Parent and DYHP Acquisition.	47

Page ii


ARTICLE VII - TERMINATION; AMENDMENT AND WAIVER		47

7.1.	Termination.	49

7.2.	Notice of Termination; Effect of Termination.	51

7.3.	Fees and Expenses.	51

7.4.	Amendment.	52

7.5.	Extension; Waiver.	52

ARTICLE VIII - GENERAL PROVISIONS		52

8.1.	Non-Survival of Representations and Warranties.	52

8.2.	Notices.	52

8.3.	Interpretation.	53

8.4.	Counterparts.	54

8.5.	Entire Agreement; Third Party Beneficiaries.	54

8.6.	Severability.	54

8.7.	Other Remedies; Specific Performance.	54

8.8.	Governing Law.	55

8.9.	Rules of Construction.	55

8.10.	Assignment.	55

8.11.	Waiver of Jury Trial.	55

Page iii

AGREEMENT AND PLAN OF REORGANIZATION

This AGREEMENT AND PLAN OF REORGANIZATION (this Agreement) is made and entered into as of May 14, 2007, by and among GeoPharma, Inc., a Florida corporation (Parent), Florida Merger Subsidiary Corp., a Florida corporation and a wholly-owned subsidiary of Parent (DYHP Acquisition), and Dynamic Health Products, Inc., a Florida corporation (the Company).

RECITALS

A. Upon the terms and subject to the conditions of this Agreement and in accordance with the Florida Business Corporation Act (Florida Law), Parent, DYHP Acquisition and the Company intend to enter into a business combination transaction.

B. The Board of Directors of the Company (i) has determined that the Merger (as defined in Section 1.1) is consistent with and in furtherance of the long-term business strategy of the Company and fair to, and in the best interests of, the Company and its shareholders, (ii) has approved this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) has adopted a resolution declaring the Merger advisable and (iv) has determined to recommend that the shareholders of the Company adopt this Agreement.

C. The Board of Directors of Parent (i) has determined that the Merger is consistent with and in furtherance of the long-term business strategy of Parent and fair to, and in the best interests of, Parent and its shareholders, (ii) has approved this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) has adopted a resolution declaring the Merger advisable and (iv) has determined to recommend that the shareholders of Parent approve the issuance of shares of Parent Common Stock (as defined below) pursuant to the Merger (the Share Issuance).

D. The Board of Directors of DYHP Acquisition (i) has determined that the Merger is consistent with and in furtherance of the long-term business strategy of DYHP Acquisition and fair to, and in the best interests of, DYHP Acquisition and its shareholders, (ii) has approved of this Agreement, the Merger and the other transactions contemplated by this Agreement and (iii) has adopted a resolution declaring the Merger advisable.

E. The parties intend, by executing this Agreement, to adopt a plan of reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the Code).

NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Page 1

ARTICLE I

THE MERGER

1.1. The Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Florida Law, DYHP Acquisition shall be merged with and into the Company (the Merger), the separate corporate existence of DYHP Acquisition shall cease and the Company shall continue as the surviving corporation. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the Surviving Corporation.

1.2. Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing Articles of Merger with the Secretary of State of the State of Florida in accordance with the relevant provisions of Florida Law (the Articles of Merger) (the time of such filing (or such later time as may be agreed in writing by the Company and Parent and specified in the Articles of Merger) being the Effective Time) as soon as practicable on or after the Closing Date (as herein defined). The closing of the Merger (the Closing) shall take place at the offices of GeoPharma, Inc., 6950 Bryan Dairy Road, Largo, Florida 33777, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the Closing Date).

End of Preview

Home Intelligence Services Subscriptions News About Us