The Constituent Corporations. A-C Acquisition Corp., a Delaware corporation, the Surviving Corporation. Aqua-Chem, Inc., a Delaware corporation, the Merging Corporation.
The Constituent Corporations. The name and the jurisdiction of incorporation of each Constituent Corporation are as follows: Name Place of Incorporation Pentech International Inc. Delaware JAKKS Acquisition II, Inc. Delaware The surviving corporation is Pentech.
The Constituent Corporations. The name and the jurisdiction of incorporation of each Constituent Corporation are as follows: Name Place of Incorporation ---- ---------------------- Toymax International, Inc. Delaware JP/TII Acquisition Corp. Delaware The surviving corporation is Toymax.
The Constituent Corporations. 1.01 (a) Eldorado was organized under the laws of the State of California on __________________.
The Constituent Corporations a. MCI was incorporated under the laws of the State of California on June 19, 1998.
b. The authorized capital of MCI consists of 1,000,000 shares of Common Stock (the "MCI Common Stock").
c. On the business day immediately preceding the date hereof, 1,000,000 shares of MCI Common Stock were issued and outstanding.
a. Sub was incorporated under the laws of the State of California on July 24, 1998.
b. Sub is authorized to issue an aggregate of 1,000 shares of common stock, $0.01 par value ("Sub Stock").
c. On the date hereof, an aggregate of 1,000 shares of Sub Stock were issued and outstanding.
The Constituent Corporations. (a) The Company was incorporated under the laws of the State of California on April 11, 1969.
(b) The Company is authorized to issue an aggregate of 20,000,000 shares of Common Stock ("Company Common Shares"), of which 3,988,613 shares are issued and outstanding are of the date hereof. The Company is also authorized to issue 1,000,000 shares of Preferred Stock, none of which has been issued as of the date hereof.
(a) Sub was incorporated under the laws of the State of California on November 20, 1989.
(b) Sub is authorized to issue an aggregate of 1,000 shares of common stock ("Sub Stock"), all of which are issued and outstanding.
The Constituent Corporations. 2.1 Organization of the Company. The Company was incorporated under the laws of the State of California. The Company is authorized to issue an aggregate of 15,000,000 shares of common stock, no par value per share, (the "Company Common Stock") and no shares of preferred stock. As of September 30, 1996, 7,100,000 shares of the Company Common Stock are outstanding, all of which are held by the Sole Stockholder, and no shares of preferred stock were outstanding. Sole Stockholder approval of the Merger was required. The Sole Stockholder vote was as follows: -2- ------------------------------------------------------------------------------------------------------------------- Class or Series of Number of Shares Number of Votes Number of Number of Votes Shares Outstanding Entitled to be Cast Votes Cast for Cast Against ------------------------------------------------------------------------------------------------------------------- Common Stock 7,100,000 7,100,000 7,100,000 0 -------------------------------------------------------------------------------------------------------------------
2.2 Organization of Newco. Newco was incorporated under the laws of the State of Maryland on September 24, 1996. Newco is authorized to issue an aggregate of 1,000 shares of Common Stock, $0.0l par value per share ("Newco Stock"), of which 100 shares are outstanding as of September 24, 1996. Stockholder approval of the Merger was required. The stockholder vote was as follows: ------------------------------------------------------------------------------------------------------------------- Class or Series of Number of Shares Number of Votes Number of Number of Votes Shares Outstanding Entitled to be Cast Votes Cast for Cast Against ------------------------------------------------------------------------------------------------------------------- Common Stock 100 100 100 0 -------------------------------------------------------------------------------------------------------------------
The Constituent Corporations. 1.01 (a) WellPoint California was incorporated under the laws of the State of California on June 8, 1982.
The Constituent Corporations. 1.01 (a) Maxtec International was incorporated under the laws of the State of Delaware on October 9, 1987.
The Constituent Corporations. 2.1 Organization of TriQuest. ------------------------
