AMENDED AND RESTATED MERGER AGREEMENTMerger Agreement • July 29th, 2005 • Veterinary Pet Services Inc • Services-hospitals • California
THIS AMENDED AND RESTATED MERGER AGREEMENT is entered into as of July 6, 2005 by and between Veterinary Pet Insurance Company, a California insurance corporation (“VPI”) and Veterinary Pet Services, Inc., a California corporation (“VPSI”). VPI and VPSI are hereinafter sometimes collectively referred to as the “Constituent Corporations.” WHEREAS the Boards of Directors of each of VPI and VPSI believe it is in the best interests of each company and its respective shareholders that VPI acquire VPSI through the merger of VPSI with and into VPI (the “Merger”) and, in furtherance thereof, have approved the Merger. WHEREAS pursuant to the Merger, among other things, all of the issued and outstanding capital stock of VPSI and all of the issued and outstanding options and warrants to purchase shares of capital stock of VPSI shall be converted as set forth herein. NOW, THEREFORE, in consideration of the covenants, promises, representations and warranties set forth herein, and for other goo
VETERINARY PET INSURANCE COMPANY VETERINARY PET SERVICES, INC. AMENDED AND RESTATED PLAN OF MERGERPlan of Merger • July 29th, 2005 • Veterinary Pet Services Inc • Services-hospitals • California
THIS AMENDED AND RESTATED PLAN OF MERGER is entered into as of July 6, 2005 by and between Veterinary Pet Insurance Company, a California insurance corporation (“VPI”) and Veterinary Pet Services, Inc., a California corporation (“VPSI”). VPI and VPSI are hereinafter sometimes collectively referred to as the “Constituent Corporations.” WHEREAS VPI was incorporated on September 17, 1981. Its current authorized capital stock consists of 1,000,000 shares of Common Stock, with a par value of $250.00 (the “VPI Common Stock”), of which 4,000 shares are issued and outstanding. WHEREAS VPSI was incorporated on October 2, 1980. Its authorized capital stock consists of 50,000,000 shares of Common Stock, no par value (the “VPSI Common Stock”), of which 5,641,395 shares are issued and outstanding as of December 31, 2004. WHEREAS the respective Boards of Directors of VPI and VPSI deem it advisable and to the advantage of each of the Constituent Corporations that VPSI merge with and into VPI wi
