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EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as
of the ______ day of ___________, 1997, by Tropical Sportswear Int'l
Corporation, a Florida corporation (the "Surviving Corporation"), and Apparel
International Group, Inc., a Delaware corporation (the "Merging Corporation")
(The Merging Corporation and the Surviving Corporation are sometimes
collectively referred to herein as the "Constituent Corporations").
RECITALS
The Merging Corporation is a Delaware corporation having (i)
one thousand (1,000) authorized shares of common stock, par value $1.00 per
share ("Merging Corporation Common Stock"), of which one thousand (1,000) shares
are issued and outstanding as of the date hereof, and (ii) forty-nine thousand
nine hundred and ninety (49,990) authorized shares of preferred stock, par value
$100.00 per share ("Merging Corporation Preferred Stock"), of which thirty-eight
thousand six hundred and thirty (38,630) shares are issued and outstanding as of
the date hereof.
The Surviving Corporation is a Florida corporation having (i)
one thousand and fifty (1,050) authorized shares of common stock, par value $.01
per share ("Surviving Corporation Common Stock"), of which one hundred (100)
shares are issued and outstanding as of the date hereof, and (ii) forty-nine
thousand nine hundred and ninety (49,990) authorized shares of Preferred Stock,
par value $.01 per share ("Surviving Corporation Preferred Stock"), of which no
shares are issued and outstanding as of the date hereof.
The Merging Corporation holds one hundred percent (100%) of
the issued and outstanding stock of the Surviving Corporation
The Merging Corporation and the Surviving Corporation have
determined it to be desirable for the Merging Corporation to merge with and into
the Surviving Corporation pursuant to the applicable provisions of the Delaware
General Corporation Law (the "Delaware Law") and the Florida Business
Corporation Act (the "Florida Act"), on the terms hereinafter set forth, and the
Boards of Directors of the Merging and Surviving Corporations have each approved
this Agreement and Plan of Merger and authorized the execution and delivery
hereof.
PLAN OF MERGER
In consideration of the premises and the agreements herein
contained, and in accordance with the Delaware Law and the Florida Act, the
parties hereto adopt and make this Agreement and Plan of Merger and prescribe
the terms and conditions of such Merger and the manner of carrying the same into
effect, which shall be as follows:
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1. On the date of the filing of Articles of Merger with the
Secretary of State of the State of Florida (the "Effective Time"), the Merging
Corporation shall be merged with and into the Surviving Corporation (the
"Merger"). The terms and conditions of the Merger and the mode of carrying the
same into effect are set forth in this Agreement and Plan of Merger.
2. At the Effective Time, all of the issued and outstanding
shares of Surviving Corporation Common Stock immediately prior to the Effective
Time shall no longer be issued or outstanding and shall automatically be
cancelled and retired, and each holder of a certificate representing any such
shares shall cease to have any rights with respect thereto.
3. (a) At the Effective Time, all of the issued and
outstanding shares of Merging Corporation Common Stock, and all shares of
Merging Corporation Common Stock and stock held in the treasury of the Merging
Corporation (if any), immediately prior to the Effective Time shall
automatically be cancelled and deemed to have been converted into an equal
number of shares of Surviving Corporation Common Stock. Accordingly, each holder
of shares of Merging Corporation Common Stock which are issued and outstanding
immediately prior to the Effective Time shall be issued an equal number of
shares of Surviving Corporation Common Stock.
(b) At the Effective Time, all of the issued and
outstanding shares of Merging Corporation Preferred Stock, and all shares of
Merging Corporation Preferred Stock held in the treasury of the Merging
Corporation (if any), immediately prior to the Effective Time shall
automatically be cancelled and deemed to have been converted into an equal
number of shares of Surviving Corporation Preferred Stock. Accordingly, each
holder of shares of Merging Corporation Preferred Stock which are issued and
outstanding immediately prior to the Effective Time shall be issued an equal
number of shares of Surviving Corporation Preferred Stock.
(c) Holders of shares of Merging Corporation Common
and/or Preferred Stock shall be issued certificates for Surviving Corporation
Common and/or Preferred Stock, as the case may be, upon their surrender of their
certificates for shares in the Merging Corporation.
4. The Surviving Corporation shall assume all duties and
obligations of the Merging Corporation under its 1996 Stock Option Plan so that
options to purchase shares of Merging Corporation Common Stock under the Merging
Corporation's 1996 Stock Option Plan shall be converted to options to purchase
an equal number of shares of Surviving Corporation Common Stock upon the
identical terms and conditions.
5. At the Effective Time, the Merging Corporation shall be
merged into the Surviving Corporation, which shall continue its corporate
existence under the laws of the State of Florida. The separate existence and
corporate organization of the Merging Corporation shall cease at the Effective
Time, and the Surviving Corporation shall possess all of the rights,
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privileges, immunities and franchisees, of a public as well as of a private
nature, of each of the Constituent Corporations; and all property, real,
personal and mixed, and all debts due on whatever account, including
subscriptions to shares, and all other choses in action, and all and every other
interest, of or belonging to or due to each of the Constituent Corporations,
shall be taken and deemed to be transferred to and vested in the Surviving
Corporation without further act or deed; and the title to any real estate, or
any interest therein, vested in either of the Constituent Corporations shall not
revert or be in any way impaired by reason of the Merger. The Surviving
Corporation shall thenceforth be responsible and liable for all the liabilities
and obligations of each of the Constituent Corporations, and any claims existing
or action or proceeding pending by or against the Constituent Corporations may
be prosecuted to judgment as if the Merger had not taken place. Neither the
rights of creditors nor any liens upon the property of either Constituent
Corporation shall be impaired by the Merger.
6. The officers and directors of the Surviving Corporation at
the Effective Time shall be and continue to be the officers and directors of the
Surviving Corporation thereafter, until their successors are duly appointed or
elected.
7. The Articles of Incorporation and Bylaws of the Surviving
Corporation in effect immediately prior to the Effective Time shall remain in
effect as the Articles of Incorporation and Bylaws of the Surviving Corporation
thereafter, unaffected by the Merger.
8. If, at any time, the Surviving Corporation shall consider
or be advised that any further assignments or assurances in law or any things
are necessary or desirable to vest in the Surviving Corporation, according to
the terms hereof, the title to any property or rights of the Merging
Corporation, the proper officers and directors of the Merging Corporation shall
and will execute and make all such proper assignments and assurances in law and
do all things necessary or proper to vest title in such property or rights in
the Surviving Corporation and otherwise to carry out the purposes of this
Agreement and Plan of Merger.
9. This Agreement and Plan of Merger shall be submitted to the
shareholders of each of the parties hereto in accordance with the applicable
provisions of law, and the consummation of this Agreement and Plan of Merger and
the Merger herein provided for are conditioned upon the approval hereof by the
shareholders of the respective parties as provided by law.
10. This Agreement and Plan of Merger and the Merger herein
contemplated may be abandoned upon the mutual agreement of the parties at any
time prior to the Effective Time. This Agreement and Plan of Merger may be
amended, modified or supplemented at any time (before or after shareholder
approval) prior to the Effective Time of the Merger with the mutual consent of
the Boards of Directors of the Merging Corporation and the Surviving
Corporation; provided, however, that this Agreement and Plan of Merger may not
be amended,
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modified or supplemented after it has been approved by the shareholders in any
manner which, in the judgment of the Board of Directors of the Surviving
Corporation, would have a material adverse effect on the rights of such
shareholders or in any manner not permitted under applicable law.
IN WITNESS WHEREOF, the parties have caused this Agreement and
Plan of Merger to be executed by their duly authorized officers, all as of the
day and year first above written.
TROPICAL SPORTSWEAR INT'L CORPORATION
By:_________________________________
Xxxxxxx X. Xxxxxxx,
Chief Executive Officer
Attest:______________________________
Xxxxxxx Xxxxx, Secretary
APPAREL INTERNATIONAL GROUP, INC.
By:__________________________________
Xxxxxxx X. Xxxxxxx
Chief Executive Officer
Attest:_________________________
Xxxxxxx Xxxxx, Secretary
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