AGREEMENT AND PLAN OF MERGER
dated as of December 15, 2000
by and between
PASTA GROUP, L.L.C.
and
NEW WORLD PASTA COMPANY
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER, dated as of December 15, 2000 (this
"Agreement"), by and between Pasta Group, L.L.C., a Delaware limited liability
company, and New World Pasta Company, a Delaware corporation ("New World
Pasta").
WITNESSETH:
WHEREAS, New World Pasta, as the sole owner of Pasta Group, L.L.C.,
desires to reorganize the business of Pasta Group, L.L.C. by means of a merger
(the "Merger") of Pasta Group, L.L.C. with and into New World Pasta;
WHEREAS, Section 18-209 of the Delaware Limited Liability Company Act of
1992, Del. Code Xxx. Tit. 6, (S)(S)18-101 et. seq., as amended from time to time
(the "LLC Act"), and Section 264 of the General Corporation Law, Del. Code Xxx.
Tit. 8, (S)(S)101 et. seq., as amended from time to time (the "GCL"), authorize
the merger of a Delaware limited liability company with and into a Delaware
corporation;
WHEREAS, the members of Pasta Group, L.L.C. and the board of directors
of New World Pasta have each approved this Agreement and the consummation of the
Merger;
NOW, THEREFORE, the parties hereto hereby agree as follows:
ARTICLE 1
THE MERGER
1.1 Merger of Pasta Group, L.L.C. into New World Pasta. In accordance
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with the provisions of this Agreement, Section 18-209 of the LLC Act and Section
264 of the GCL, Pasta Group, L.L.C. shall merge with the surviving entity, New
World Pasta, and New World Pasta shall file a certificate of merger
substantially in the form of Exhibit 1 attached hereto (the "Certificate of
Merger") with the Department of State of Delaware; and shall make all other
filings and recordings required by applicable law in connection with the Merger.
As is specified in the Certificate of Merger, the Merger shall become effective
at 12:01 a.m. on January 1, 2001 (the "Effective Time"). At the Effective Time,
Pasta Group, L.L.C. shall be merged with and into New World Pasta, whereupon the
separate existence of Pasta Group, L.L.C. shall cease, and New World Pasta shall
continue its existence as a Delaware Corporation.
1.2 Effect of the Merger. At the Effective Time, the effect of the
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Merger shall be as provided in the applicable provisions of the GCL and the LLC
Act, and without limiting the generality of the foregoing, New World Pasta
shall, without further transfer, succeed to and possess all of the rights,
privileges, powers of Pasta Group, L.L.C., and all of the assets and property of
whatever kind and character of Pasta Group, L.L.C. shall vest in New World Pasta
without further act or deed; thereafter, New World Pasta, as the surviving
entity, shall be liable for all of the liabilities and obligations of Pasta
Group, L.L.C., and any claim, judgment or
arbitration award against Pasta Group, L.L.C. may be enforced against New World
Pasta, as the surviving entity.
ARTICLE 2.
SURVIVING CORPORATION
2.1 Name. The name of the surviving corporation shall be New World Pasta
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Company.
2.2 Certificate of Incorporation. The certificate of incorporation of
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New World Pasta in effect at the Effective Time shall be and remain the
certificate of incorporation of the surviving corporation.
ARTICLE 3.
MEMBERSHIP AND STOCK
3.1 Membership Interests; Capital Stock. At the Effective Time, by
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virtue of the Merger and without any action on the part of Pasta Group, L.L.C.
or New World Pasta:
(a) all of the outstanding membership interest of Pasta Group,
L.L.C. shall be converted into one share of the capital stock of New
World Pasta, which shall then be immediately retired and cancelled; and
(b) except as set forth in Section 3.1(a), the capital stock of
New World Pasta Company shall remain unchanged.
ARTICLE 4.
MISCELLANEOUS
4.1 Amendment. Any provision of this Agreement may, subject to
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applicable law, be amended or waived prior to the effective time if, and only
if, such amendment or waiver is in writing and signed by both Pasta Group,
L.L.C. and New World Pasta.
4.2 Further Assurances. If at any time New World Pasta shall consider or
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be advised that any further assignment, conveyance or assurance is necessary or
advisable to vest, perfect or confirm of record in New World Pasta the title to
any property or right of Pasta Group, L.L.C., or otherwise to carry out the
provisions hereof, the proper representatives of Pasta Group, L.L.C. as of the
Effective Time shall execute and deliver all proper deeds, assignments, and
assurances and do all things necessary or proper to vest, perfect or convey
title to such property or right in New World Pasta, and otherwise to carry out
the provisions hereof.
4.3 Counterparts. This Agreement may be executed in any number of
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counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
4.4 Governing Law. This Agreement shall be construed in accordance with
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and governed by the laws of the State of Delaware, without giving effect to
principles of conflicts of laws.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement and
Plan of Merger to be duly executed as of the date first above written.
Pasta Group, L.L.C..
By: /s/ Xxxx X. Xxxxxx
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Vice President
New World Pasta Company
By: /s/ Xxxxx Xxxxxxxx
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Vice President
CERTIFICATE OF MERGER
of
PASTA GROUP, L.L.C.
with and into
NEW WORLD PASTA COMPANY
In compliance with the requirements of Del. Code Xxx. Tit. 8 (S) 264 and
Del. Code Xxx. Tit. 6, (S) 18-209 (relating to a certificate of merger or
consolidation), the undersigned corporation formed and existing under the laws
of the State of Delaware, desiring to effect a merger, hereby certifies that:
1. The name and state of formation or organization of each of the
constituent entities which is to merge is as follows:
Name State of Formation or Organization
---- ----------------------------------
Pasta Group, L.L.C. Delaware
New World Pasta Company Delaware
2. An agreement of merger has been approved and executed by each of
Pasta Group, L.L.C. and New World Pasta Company.
3. The name of the surviving business entity is New World Pasta Company.
4. The merger shall be effective at 12:01 a.m. on January 1, 2001.
5. The certificate of incorporation of New World Pasta in effect at
12:01 a.m. on January 1, 2001 shall be and remain the certificate of
incorporation of the surviving corporation.
6. The executed agreement of merger is on file at a place of business of
the surviving business entity. The address of such place of business is 00
Xxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000.
7. A copy of the agreement of merger will be furnished by the surviving
business entity, on request and without cost, to any member of Pasta Group,
L.L.C., and to any stockholder of New World Pasta Company.
IN WITNESS WHEREOF, New World Pasta Company has caused this Certificate
of Merger to be duly executed.
NEW WORLD PASTA COMPANY
By: /s/ Xxxx X. Xxxxxx
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Vice President
