AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of August 6, 1997 (this "Agreement"), among Rose's Holdings, Inc., a Delaware corporation ("Holdings"), Rose's Transitory, Inc., a Delaware corporation and a wholly- owned subsidiary...Merger Agreement • August 25th, 1997 • Roses Stores Inc • Retail-variety stores
Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all the rights, privileges, powers, franchises, and property of Transitory and Stores shall vest in the Surviving Corporation, and all restrictions, disabilities, duties, debts, and liabilities of Transitory and Stores shall become the restrictions, disabilities, duties, debts, and liabilities of the Surviving Corporation. SECTION 1.4 Certificate of Incorporation; By-Laws. At the Effective Time, the Certificate of Incorporation and By-Laws of Stores shall be the Certificate of Incorporation and By-Laws of the Surviving Corporation until thereafter amended, except that, effective as of the Effective Time, such Certificate of Incorporation will be amended as follows: (a) Article FOURTH shall be amended to read in its entirety as follows: "FOURTH: The Corporation shall have the authority to issue an aggregate of One Thousand (1,000) shares of capital stock. The authorized capital shall be divided
