PLAN AND AGREEMENT OF MERGER
OF
XXXXXX INVESTMENTS LLC
(A NEW JERSEY LIMITED LIABILITY COMPANY)
AND
GS MANAGEMENT CORP.
(A DELAWARE CORPORATION)
------------------
PLAN AND AGREEMENT OF MERGER entered into on March 13, 2000 by
Xxxxxx Investments LLC, a limited liability company of the State of New Jersey,
and approved by resolution adopted by its Members on said date, and entered into
on March 13, 2000 by GS Management Corp., a business corporation of the State of
Delaware, and approved by resolution adopted by its Board of Directors on said
date.
WHEREAS Xxxxxx Investment LLC is a limited liability company
of the State of New Jersey with its principal office therein located at 000
Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxx xx Xxx Xxxx, Xxxxxx of New York; and
WHEREAS GS Management Corp. is a business corporation of the
State of Delaware with its registered office therein located at c/o Corporation
Service Company, 00 Xxxxx Xxxxxx, Xxxx xx Xxxxxx, Xxxxxx xx Xxxxxx; and
WHEREAS the New Jersey Limited Liability Company Act permits a
merger of a limited liability company of the State of New York with and into a
business corporation of another jurisdiction; and
WHEREAS the General Corporation Law of the State of Delaware
permits the merger of a limited liability company of another jurisdiction with
and into a business corporation of the State of Delaware; and
WHEREAS Xxxxxx Investments LLC and GS Management Corp. and the
respective Members or Boards of Directors thereof declare it advisable and to
the advantage, welfare, and best interests of said companies and their
respective members or stockholders to merger Xxxxxx Investments LLC with and
into GS Management Corp. pursuant to the provisions of the New Jersey Limited
Liability Company Act and pursuant to the provisions and of the General
Corporation Law of the State of Delaware upon the terms and conditions hereunder
set forth;'
NOW, THEREFORE, in consideration of the premises and of the
mutual agreement of the parties hereto, being thereunto duly entered into by
Xxxxxx Investments LLC and approved by a resolution adopted by its Members and
being thereunto duly entered into by
GS Management Corp. and approved by a resolution adopted by its Board of
Directors, the Plan and Agreement of Merger and the terms and conditions thereof
and the mode of carrying the same into effect, together with any provisions
required or permitted to be se forth therein, are hereby determined and agreed
upon as hereinafter in this Plan and Agreement set forth.
1. Xxxxxx Investments LLC and GS Management Corp. shall, pursuant to
the provisions of the New Jersey Limited Liability Company Act and the
provisions of the General Corporation law of the State of Delaware, be merged
with and into a single corporation, to wit, GS Management Corp., which shall be
the surviving corporation from and after the effective time o the merger, and
which is sometimes hereinafter referred to as the "surviving corporation", and
which shall continue to exist as said surviving corporation under its present
name pursuant to the provisions of the General Corporation Law of the State of
Delaware. The separate existence of Xxxxxx Investments LLC, which is sometimes
hereinafter referred to as the "terminating company", shall cease at said
effective time in accordance with the provisions of the New Jersey Limited
Liability Company Act.
2. Annexed hereto and made a part hereto is a copy of the Certificate
of Incorporation of the surviving corporation as the same shall be in force and
effect at the effective time in the State of Delaware of the merger herein
provided for; and said Certificate of Incorporation shall continue to be the
Certificate of Incorporation of said surviving corporation until amended and
changed pursuant to the provisions of the General Corporation Law of the State
of Delaware.
3. The present by-laws of the surviving corporation will be the by-laws
of said surviving corporation and will continue in full force and effect until
changed, altered or amended as therein provided and in the manner prescribed by
the provisions of the General Corporation law of the State of Delaware.
4. The directors and officers in office of the surviving corporation at
the effective time of the merger shall be the members of the first Board of
Directors and the first officers of the surviving corporation, all of whom shall
hold their directorships and offices until the election and qualification of
their respective successors or until their tenure is otherwise terminated in
accordance with the by-laws of the surviving corporation.
5. Each percentage interest of the terminating company shall, at the
effective time of the merger, be converted into one share of the surviving
corporation. The issued shares of the surviving corporation shall not be
converted or exchanged in any manner, but each said share which issued as of the
effective date of the merger shall continue to represent one issued share of the
surviving corporation.
6. In the event that this Plan and Agreement of Merger shall have been
fully approved and adopted upon behalf of the terminating company in accordance
with the provisions of the New Jersey Limited Liability Company Act and upon
behalf of the surviving corporation in accordance with the provisions of the
General Corporation Law of the State of Delaware, the said companies agree that
they will cause to be executed and filed and recorded any document or documents
prescribed by the laws of the State of New Jersey and by the laws of the State
of
-2-
Delaware, and that they will cause to be performed all necessary acts within the
State of New Jersey and the State of Delaware and elsewhere to effectuate the
merger herein provided for.
7. The respective Members and Board of Directors and the proper officers of the
terminating company and of the surviving corporation are hereby authorized,
empowered, and directed to do any and all acts and things, and to make, execute,
deliver, file, and record any and all instruments, papers, and documents which
shall be or become necessary, proper, or convenient to carry out or put into
effect any of the provisions of this Plan and Agreement of Merger or of the
merger herein provided for.
8. The effective time of this Plan and Agreement of Merger, and the time at
which the merger herein agreed upon shall become effective in the State of
Delaware, shall be March 13, 2000.
IN WITNESS WHEREOF, this Plan and Agreement of Merger is
hereby executed upon behalf of each of the constituent corporations parties
thereto.
Dated: March 13, 2000
GS MANAGEMENT CORP.
By:/s/ Xxxx X. Xxxxxxx
-----------------------------
Name: Xxxx X. Xxxxxxx
Title: President
XXXXXX INVESTMENTS LLC
By:/s/ Xxxxx X. Xxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxx
Title: Managing Member
-3-
CERTIFICATE OF SECRETARY
OF
GS MANAGEMENT CORP.
The undersigned, being the Secretary of GS Management Corp., does hereby certify
that written consent has been given to the adoption of the foregoing Plan and
Agreement of Merger by the holders of all of the outstanding stock of said
corporation, in accordance with the provisions of Section 228 of the General
Corporation Law of the State of Delaware
Dated: March 13,2000
By: /s/ Xxxx X. Xxxxxxx
-----------------------------
Name: Xxxx X. Xxxxxxx
Title: Secretary
-4-
CERTIFICATE OF MERGER
OF
XXXXXX INVESTMENTS LLC
GS MANAGEMENT CORP.
Pursuant to Title 8, Section 264(c)of the Delaware General Corporation Law, the
undersigned corporation executed the following Certificate of Merger:
FIRST: The name of the surviving corporation is GS Management Corp., a Delaware
corporation, and the name of the company being merged into this surviving
corporation is Xxxxxx Investments LLC, a New Jersey limited liability company.
SECOND: The Plan and Agreement of Merger has been approved, adopted, certified,
executed and acknowledged by the surviving corporation and the merging limited
liability company.
THIRD: The name of the surviving corporation is GS Management Corp.
FOURTH: The merger is to become effective on March 13,2000.
FIFTH: The Plan and Agreement of Merger is on file at 000 Xxxxxxx Xxxxxx, Xxxxx
0000, Xxx Xxxx, XX, 00000, the place of business of the surviving corporation.
SIXTH: A copy of the Plan and Agreement of Merger will be furnished by the
corporation on request, without cost, to any stockholder of any constituent
corporation or member of any constituent limited liability company.
SEVENTH: The Certificate of Incorporation of the surviving corporation shall be
its Certificate of Incorporation.
IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by
an authorized officer, the 13th day of March, 2000.
GS MANAGEMENT CORP.
By: /s/ Xxxx X. Xxxxxxx
-----------------------------
Name: Xxxx X. Xxxxxxx
Title: President
-5-
CERTIFICATE OF MERGER
OF
XXXXXX INVESTMENTS LLC
GS MANAGEMENT CORP.
---------------------------
(Under Section 42: 2B of the New Jersey Limited Liability Company Act)
It is hereby certified that:
FIRST: The name of the surviving corporation is GS Management Corp., a Delaware
corporation, and the name of the company being merged into this surviving
corporation is Xxxxxx Investments LLC, a New Jersey limited liability company.
SECOND: The address of the surviving corporation is: 000 Xxxxxxx Xxxxxx, Xxxxx
0000, Xxx Xxxx, XX, 00000.
THIRD: A Plan and Agreement of Merger has been approved and executed by each of
the companies which are to merge.
FOURTH: All of the Members of Xxxxxx Investments LLC, all of the Directors of GS
Management Corp. and the sole stockholder of GS Management Corp. have voted in
favor of Xxxxxx Investments LLC merging with and into GS Management Corp.
FIFTH: The name of the surviving corporation in the merger is GS Management
Corp., which will continue its existence as said surviving corporation under its
present name upon the effective date of said merger as set forth below.
SIXTH: The effective date of said merger is March 13,2000.
SEVENTH: The Plan and Agreement of Merger is on file at a place of business of
the surviving corporation at the address noted above.
EIGHTH: A copy of the Plan and Agreement of Merger shall be furnished by the
surviving corporation, on request and without cost, to any member of the
aforesaid limited liability company.
NINTH: The surviving corporation agrees that it may be served with process in
the State of New Jersey in any action, suit or proceeding for the enforcement of
any obligation of the aforesaid limited liability company. The surviving
corporation irrevocably appoints the Secretary of State as its agent to accept
service of process in any such action, suit or proceeding, and notice of such
process shall be forwarded by the Secretary of State to the address of the
surviving corporation noted above.
IN WITNESS WHEREOF, the undersigned represent that they are authorized to sign
on behalf of the businesses involved, and have executed this Certificate of
Merger as of this 13th day of March, 2000.
XXXXXX INVESTMENTS LLC
(a New Jersey limited liability company)
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxx
Title: Managing Member
GS MANAGEMENT CORP.
(a Delaware corporation)
By: /s/ Xxxx X. Xxxxxxx
-----------------------------
Name: Xxxx X. Xxxxxxx
Title: President
GS MANAGEMENT CORP.
ACTION BY WRITTEN CONSENT OF DIRECTORS
IN LIEU OF ORGANIZATIONAL MEETING
(Pursuant to Section 141(f) of the
Delaware General Corporation Law)
The undersigned, being all of the directors of GS Management
Corp., a Delaware corporation (the "Corporation"), do hereby consent to, approve
and adopt the following preambles and resolutions pursuant to Section 141(f)of
the Delaware General Corporation Law:
WHEREAS, Xxxxxx Investments LLC ("Xxxxxx Investments") is a
New Jersey limited liability company;
WHEREAS, it is determined to be in the best interests of the
Corporation that Xxxxxx Investments merge with and into the Corporation;
WHEREAS, the merger would be accomplished pursuant to a Plan
and Agreement of Merger substantially in the form attached hereto (the "Merger
Agreement")as Exhibit A.
NOW, THEREFORE, BE IT
RESOLVED, that Xxxxxx Investments merge with and into the
Corporation on the terms and conditions set forth in the Merger Agreement;
RESOLVED, that the officers of the Corporation be, and they
hereby are, authorized and directed to execute, deliver and enter into the
Merger Agreement with such changes and modifications thereto as the officers
executing the same shall deem necessary or appropriate, such execution to
evidence conclusive approval by the Board of Directors of such changes and
modifications;
RESOLVED, that the officers of the Corporation be, and they
hereby are, authorized and directed to execute and file with the Secretary of
State of the State of Delaware the Certificate of Merger, substantially in the
form annexed hereto as Exhibit B as such Certificate may be amended modified or
changed by the officers of the Corporation prior to the filing thereof
RESOLVED, that at the Effective Time of the merger, as defined
in the Plan and Agreement of Merger, each percentage interest of Xxxxxx
Investments shall be automatically converted into one share of the common stock,
$. 0l par value per share, of the Corporation; and
RESOLVED, that the proper officers of the Corporation be, and
each of them hereby is, authorized and directed to take all such further action,
and to execute and deliver all such further agreements, instruments and
documents in the name of the Corporation and under its corporate seal or
otherwise, and to pay all such expenses and taxes, as in their judgement shall
be necessary, proper or desirable in order to fully carry out the intent and
accomplish the purposes of the foregoing resolutions.
IN WITNESS WHEREOF, the undersigned have executed this written
consent as of this 13th day of March, 2000.
/s/ Xxxxx X. Xxxxxx
---------------------------
Xxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxxx
---------------------------
Xxxx X. Xxxxxxx
GS MANAGEMENT CORP.
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
The undersigned, being the sole stockholder of GS Management
Corp., a Delaware corporation (the "Corporation"), pursuant to Section 228(a)of
the General Corporation Law of the State of Delaware, approves, adopts and
consents to the following preamble and resolution:
WHEREAS, it has been determined by the Board of Directors of
the Corporation to be in the best interests of the Corporation that Xxxxxx
Investments LLC ("Xxxxxx Investments"), a New Jersey limited liability company,
merge with and into the Corporation;
WHEREAS, the merger would be accomplished pursuant to a Plan
and Agreement of Merger substantially in the form attached hereto (the "Merger
Agreement") as Exhibit A.
NOW, THEREFORE, BE IT
RESOLVED, that Xxxxxx Investments merge with and into the
Corporation on the terms and conditions set forth in the Merger Agreement;
RESOLVED, that at the Effective Time of the merger, as defined
in the Plan and Agreement of Merger, each percentage interest of Xxxxxx
Investments shall be automatically converted into one share of the common stock,
$. 0l par value per share, of the Corporation.
IN WITNESS WHEREOF, the undersigned has executed this written
consent as of this 13th day of March, 2000.
GLOBAL SOURCES LIMITED
By: /s/ Xxxx X. Xxxxxxx
---------------------------
Name: Xxxx X. Xxxxxxx
Title: President
XXXXXX INVESTMENTS LLC
ACTION BY WRITTEN CONSENT OF MEMBERS
WHEREAS, Xxxxxx Investments LLC (" Xxxxxx Investments")is a
New Jersey limited liability company;
WHEREAS, GS Management Corp. (the "Corporation") is a Delaware
corporation.
WHEREAS, it is determined to be in the best interests of
Xxxxxx Investments that Xxxxxx Investments merge with and into the Corporation;
WHEREAS, the merger would be accomplished pursuant to a Plan
and Agreement of Merger substantially in the form attached hereto (the "Merger
Agreement")as Exhibit A.
NOW, THEREFORE, BE IT
RESOLVED, that Xxxxxx Investments merge with and into the
Corporation on the terms and conditions set forth in the Merger Agreement;
RESOLVED, that the Members of Xxxxxx Investments be, and they
hereby are, authorized and directed to execute, deliver and enter into the
Merger Agreement with such changes and modifications thereto as the Members
executing the same shall deem necessary or appropriate, such execution to
evidence conclusive approval by the Board of Managers of such changes and
modifications;
RESOLVED, that the Members of Xxxxxx Investments be, and they
hereby are, authorized and directed to execute and file with the Secretary of
State of the State of New Jersey the Certificate of Merger, substantially in the
form annexed hereto as Exhibit B, as such Certificate may be amended, modified
or changed by the Members of Xxxxxx Investments prior to the filing thereof;
RESOLVED, that at the Effective Time of the merger, as defined
in the Plan and Agreement of Merger, each percentage interest of Xxxxxx
Investments shall be automatically converted into one share of the common stock,
$. 0l par value per share, of the Corporation; and
RESOLVED, that the Members of Xxxxxx Investments be, and each
of them hereby is, authorized and directed to take all such further action, and
to execute and deliver all such further agreements, instruments and documents in
the name of Xxxxxx Investments and under its seal or otherwise, and to pay all
such expenses and taxes, as in their judgement shall be necessary, proper or
desirable in order to fully carry out the intent and accomplish the purposes of
the foregoing resolutions.
IN WITNESS WHEREOF, the undersigned have executed this written
consent as of this 13th day of March, 2000.
/s/ Xxxxx X. Xxxxxx
----------------------------
Xxxxx X. Xxxxxx
/s/ Xxxxxxx Xxxxxx
----------------------------
Xxxxxxx Xxxxxx
