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. Section 1.1
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) The Company was incorporated under the laws of the State of California on April 11, 1969.
The Constituent Corporations. 1.01 (a) Viking was incorporated under the laws of the State of California on December 16, 1983.
The Constituent Corporations. 1.01 (a) Eldorado was organized under the laws of the State of California on __________________.
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 -------------------------------------------------------------------------------------------------------------------
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. ------------------------
