Agreement And Plan Of Merger Of All-American Pet Company Inc. (A New York Corporation) And All American Pet Company, Inc. (A Maryland Corporation)
Exhibit
2.1
Agreement And Plan Of Merger Of
All-American Pet Company Inc.
(A New York Corporation)
And
All American Pet Company, Inc.
(A Maryland Corporation)
All-American Pet Company Inc.
(A New York Corporation)
And
All American Pet Company, Inc.
(A Maryland Corporation)
This Agreement And Plan Of Merger is by and between All-American Pet Company Inc., a New York
corporation (“All American Pet Company New York”), and All American Pet Company, Inc., a Maryland
corporation (“All American Pet Company Maryland”). Each of All American Pet Company New York and
All American Pet Company Maryland is sometimes referred to individually as a “Constituent
Corporation”, and they are sometimes referred to jointly as the “Constituent Corporations”.
Recitals
A. All American Pet Company Maryland was formed under the laws of the State of Maryland on
January 4, 2006.
B. The reorganization of All-American Pet Company New York is to be effected by merging
All-American Pet Company New York with and into All American Pet Company Maryland and causing the
shareholders of All American Pet Company New York to become the stockholders of All American Pet
Company Maryland, with each outstanding share of common stock of All American Pet Company New York
being deemed simultaneously at the time of the merger to be one share of common stock of All
American Pet Company Maryland.
C. The General Corporation Law of the State of Maryland (the “Maryland Code”) and the Business
Corporation Law of the State of New York (the “New York Code”) permit the reorganization of
All American Pet Company New York into All American Pet Company Maryland provided that All American
Pet Company New York and All American Pet Company Maryland each comply with the applicable
provisions of the New York Code and the Maryland Code.
Agreement
In consideration of the premises and the following agreements, All American Pet Company
Maryland and All-American Pet Company New York agree as follows:
1. Name Of Constituent Corporations And Surviving Corporation. The names of the
corporations proposing to merge are All American Pet Company, Inc., a Maryland corporation, and
All American Pet Company Inc., a New York corporation, and the name of the corporation which shall
be the surviving corporation is All American Pet Company, Inc., a Maryland corporation.
2. Terms And Conditions Of The Merger. All-American Pet Company New York shall merge
with and into All American Pet Company Maryland effective as of the date of the filing of the
Certificate Of Merger and Articles of Merger in the forms attached to and made a
part of this Agreement as Exhibit A, with the Secretary of State of Maryland in
accordance with the Maryland Code and with the Secretary of State of New York in accordance with
the New York Code.
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3. Manner And Basis Of Converting Shares. All American Pet Company Maryland has
authority to issue 50,000,000 shares of common stock, and 10,000,000 shares of preferred stock.
All American Pet Company Maryland has 7,500,000 shares of common stock issued and outstanding, and
56,500 shares of preferred stock issued and outstanding. All American Pet Company New York has
authority to issue 100 shares of common stock, 60 shares of which were outstanding on the January
11, 2006 record date for determining shareholders eligible to vote on the merger, and authority to
issue 56,500 shares of preferred stock, all 56,500 shares of which were outstanding on January 11,
2006. The holders of the preferred stock do not have voting rights. Upon the merger becoming
effective, each outstanding share of common stock of All-American Pet Company New York shall
immediately be deemed to be 125,000 shares of common stock of All American Pet Company Maryland
without an exchange of certificates. Upon the merger becoming effective, each outstanding share of
preferred stock of All American Pet Company New York shall immediately be deemed to be one share of
Series A Preferred Stock of All American Pet Company Maryland without an exchange of certificates.
4. Articles Of Incorporation And Bylaws. The Articles Of Incorporation of All
American Pet Company Maryland in effect on the date of the merger shall be the Articles Of
Incorporation of the surviving corporation until further amended in accordance with the Maryland
Code. The Bylaws of All American Pet Company Maryland in effect on the date of the merger shall be
the Bylaws of the surviving corporation until amended in accordance with the Maryland Code.
5. Directors. The directors of All American Pet Company Maryland at the time of the
merger shall be the directors of the surviving corporation until their successors are elected and
qualified.
6. Effect Of Merger. Upon the merger becoming effective, All-American Pet Company New
York shall merge with and into All American Pet Company Maryland, which shall be the surviving
corporation, and All American Pet Company New York shall cease to exist. All American Pet Company
Maryland shall possess all the rights, privileges, powers and franchises of a public as well as of
a private nature, and shall be subject to all the restrictions, disabilities and duties of each
Constituent Corporation, and all the rights, privileges, powers and franchises of each Constituent
Corporation and all property, real, personal and mixed, and all debts due to either of the
Constituent Corporations on whatever account, for stock subscriptions as well as all other things
in action or belonging to each Constituent Corporation shall be vested in All American Pet Company
Maryland; and all property, rights, privileges, powers and franchises, and all and every other
interest shall be thereafter the property of All American Pet Company Maryland as effectually as
they were of the Constituent Corporations, and the title to any real estate vested by deed or
otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired;
and all rights of creditors and all liens upon any property of either of the Constituent
Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective
Constituent Corporations shall attach to All American Pet Company
Maryland and may be enforced against it to the same extent as if the debts, liabilities and
duties had been incurred or contracted by it.
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7. Obligations Of The Constituent Corporations. Each of the Constituent Corporations
shall take or cause to be taken all actions and do or cause to be done all things necessary, proper
or advisable under the laws of the states of New York and Maryland to consummate and effect the
merger.
8. Approval By Directors and Holders Of Common Stock. This agreement has been
approved by the Board of Directors and shareholders of All-American Pet Company New York, the
merging corporation, and the Board of Directors of All American Pet Company Maryland, the surviving
corporation, in the manner provided by the laws of the respective jurisdictions under which they
were organized and exist.
9. Termination; Amendment. This agreement may be abandoned by either All American Pet
Company Maryland or All American Pet Company New York by appropriate resolution of the Board Of
Directors of either Constituent Corporation at any time prior to the merger becoming effective and
may be amended in matters of form or supplemented by additional agreements, articles or
certificates, as may be determined in the judgment of the Boards Of Directors of the Constituent
Corporations to be necessary, desirable, or expedient to clarify the intentions of the Constituent
Corporation or to effect or facilitate the filing, recording or official approval of this Agreement
And Plan Of Merger in accordance with its purpose and intent.
IN WITNESS WHEREOF this Agreement And Plan Of Merger has been executed and attested to by the
persons indicated below to be effective on January 27, 2006.
| All American Pet Company, Inc., a Maryland Corporation |
||||||||||
Date:
|
By: | /s/ Xxxxx Xxxxxxxx | ||||||||
| Xxxxx Xxxxxxxx, President | ||||||||||
| ATTEST: | ||||||||||
| /s/ Xxxx Bershan | ||||||||||
| Xxxx Bershan, Executive Vice President and Secretary |
||||||||||
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| All American Pet Company Inc., a New York Corporation |
||||||||||
Date:
|
By: | /s/ Xxxxx Xxxxxxxx | ||||||||
| Xxxxx Xxxxxxxx, President | ||||||||||
| ATTEST: | ||||||||||
| /s/ Xxxx Bershan | ||||||||||
| Xxxx Bershan, Executive Vice President | ||||||||||
* * * * *
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EXHIBIT A
Articles of Merger and Certificate of Merger
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