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Subscribers | 2004 |
Agreement to Facilitate Merger
Agreement to Facilitate Merger (20K)
Doc #232203: Click preview link for longer preview.
AGREEMENT TO FACILITATE MERGER
This Agreement to Facilitate Merger (this Agreement) is made and entered into as of March , 2004, between Ecolab Inc., a Delaware corporation (Acquiror), and the undersigned stockholder (Stockholder) of Alcide Corporation, a Delaware corporation (Alcide).
RECITALS
A. Concurrently with the execution of this Agreement, Acquiror, Alcide and Bessy Acquisition Inc., a Delaware corporation and wholly owned subsidiary of Acquiror (Merger Sub), have entered into an Agreement and Plan of Merger (the Merger Agreement) which provides for the merger (the Merger) of Merger Sub with and into Alcide. Pursuant to the Merger, each share of common stock, par value $0.01 per share, of Alcide (Alcide Common Stock) issued and outstanding immediately prior to the effective time of the Merger (other than Cancelled Shares, as defined in the Merger Agreement) will be converted into the right to receive a certain fraction of a share of common stock, par value $1.00 per share, of Acquiror on the basis described in the Merger Agreement.
B. Stockholder is the record holder and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of such number of Shares as is indicated on the final page of this Agreement.
C. As a condition to its willingness to enter into the Merger Agreement, Acquiror has required that Stockholder enter into this Agreement, and Stockholder is willing to enter into this Agreement in order to induce Acquiror to enter into the Merger Agreement.
NOW, THEREFORE, intending to be legally bound, the parties agree as follows:
232203
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Alcide
As referenced in this Agreement to Facilitate Merger:
Alcide – March , 2004, between Ecolab Inc., a Delaware corporation (Acquiror), and the undersigned stockholder (Stockholder) of Alcide Corporation, a Delaware corporation (Alcide).
RECITALS
A. Concurrently with the execution of this Agreement, Acquiror, (Alcide) – a Delaware corporation (Acquiror), and the undersigned stockholder (Stockholder) of Alcide Corporation, a Delaware corporation (Alcide) .
RECITALS
A. Concurrently with the execution of this Agreement, Acquiror, Alcide and Bessy Acquisition Alcide – Corporation, a Delaware corporation (Alcide).
RECITALS
A. Concurrently with the execution of this Agreement, Acquiror, Alcide and Bessy Acquisition Inc., a Delaware corporation and wholly owned subsidiary of Acquiror (Merger Sub), Alcide. – Merger Agreement) which provides for the merger (the Merger) of Merger Sub with and into Alcide. Pursuant to the Merger, each share of common stock, par value $0.01 per Alcide – to the Merger, each share of common stock, par value $0.01 per share, of Alcide (Alcide Common Stock) issued and outstanding immediately prior to the effective time of the
dt 54284
;
Ecolab
As referenced in this Agreement to Facilitate Merger:
Ecolab Inc. – a04-3382_1ex99d2.htm EX-99.2
EXHIBIT 99.2
AGREEMENT TO FACILITATE MERGER
This Agreement to Facilitate Merger (this Agreement) is made and entered into as of March , 2004, between Ecolab Inc. , a Delaware corporation (Acquiror), and the undersigned stockholder (Stockholder) of Alcide Corporation, a Delaware corporation (Alcide).
RECITALS
A. Concurrently with the execution of this Agreement, Acquiror, Alcide and Bessy _____________
Ecolab Inc. – cable, telegram or telecopy, or sent by mail (registered or certified mail, postage prepaid, return receipt requested) or overnight courier (prepaid) to the respective parties as follows:
If to Acquiror:
Ecolab Inc.
370 Wabasha Street North
St. Paul, Minnesota 55102
Fax: (651) 225-3380
Attention: Vice President F&B, N.A.
4
with a copy (which shall not constitute notice) _____________
Ecolab Inc. – 370 Wabasha Street North
St. Paul, Minnesota 55102
Fax: (651) 225-3380
Attention: Vice President F&B, N.A.
4
with a copy (which shall not constitute notice) to:
Ecolab Inc.
370 Wabasha Street North
St. Paul, Minnesota 55102
Fax: (651) 293-2573
Attention: General Counsel
and
Oppenheimer Wolff & Donnelly LLP
Plaza VII, Suite 3300
Minneapolis, Minnesota 55402-1609
_____________
ECOLAB INC. – Page
to
Agreement to Facilitate Merger
IN WITNESS WHEREOF, the parties have caused this Agreement to Facilitate Merger to be duly executed on the date and year first above written.
ECOLAB INC.
By:
Name:
Title:
STOCKHOLDER
By:
Name:
Shares beneficially owned as of the date hereof:
shares of Alcide Common Stock
Form of beneficial ownership:
7
EXHIBIT A
IRREVOCABLE PROXY
The _____________
Ecolab Inc. – Form of beneficial ownership:
7
EXHIBIT A
IRREVOCABLE PROXY
The undersigned stockholder of Alcide Corporation, a Delaware corporation (Alcide), hereby irrevocably appoints Stephen Newlin, Lawrence Bell and Douglas Milroy of Ecolab Inc. , a Delaware corporation (Acquiror), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to the full _____________
dt 1492054
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Oppenheimer
As referenced in this Agreement to Facilitate Merger:
Oppenheimer Wolff – Wabasha Street North
St. Paul, Minnesota 55102
Fax: (651) 293-2573
Attention: General Counsel
and
Oppenheimer Wolff & Donnelly LLP
Plaza VII, Suite 3300
Minneapolis, Minnesota 55402-1609
Fax: (612) 607-
dt 32727
;
Bessy Acquisition Inc.
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Subscribers | 2001 |
Articles of Merger
Articles of Merger (27K)
Doc #425892: Click preview link for longer preview.
{DOCUMENT} {TYPE}EX-2.3 {SEQUENCE}4 {FILENAME}ex238k.txt {DESCRIPTION}ARTICLES OF MERGER, TEXAS {TEXT}
FILED In the Office of the Secetary of State of Texas JUL 06 2001 Corporations Section
ARTICLES OF MERGER
of
GUIDELOCATOR.COM, INC. (Parent Corporation)
into
DECORIZE, INC. (Subsidiary Corporation)
Pursuant to the provisions of Article 5.16 of the Texas Business Corporation Act, Guidelocator.com, Inc. ("Guidelocator" or the "Parent Corporation"), a business corporation organized under the laws of the State of Texas, and owning at least ninety percent (90%) of the shares of Decorize, Inc. ("Decorize" or the "Subsidiary Corporation"), a business corporation organized under the laws of the State of Delaware, hereby executes the following articles of merger.
1. An agreement and plan of merger has been adopted in accordance with the provisions of Article 5.16 of the Texas Business Corporation Act and of Section 253 of the Delaware General Corporation Law providing for the combination of Guidelocator and Decorize and resulting in Decorize being the surviving corporation.
2. The following is a copy of a resolution of Guidelocator adopted on July 2, 2001, and in accordance with the laws of its jurisdiction and its constituent documents:
"WHEREAS, the Corporation's board of directors has determined that it is in the best interests of the Corporation and its stockholders for the Corporation to change in the state of incorporation of the Corporation from Texas to Delaware by approving a Plan of Reorganization and Merger (the "Merger Agreement") providing for the Corporation to merge into a wholly owned Delaware subsidiary, Decorize, Inc., which, among other things will cause the Corporation's name to change to Decorize, Inc., increase the number of authorized shares of Common Stock from 10,000,000 to 50,000,000 and increase the number of authorized shares of Preferred Stock from 2,000,000 to 10,000,000 (the "Reincorporation");
WHEREAS, pursuant to the Reincorporation, each issued and outstanding share of the Corporation's common stock will be exchanged for one share of Decorize's common stock; and
WHEREAS, in order to facilitate the consummation of the transactions contemplated in the Reincorporation, it is desirable to approve and adopt the following resolutions.
{PAGE}
NOW, THEREFORE, BE IT RESOLVED, that the actions taken by the officers of the Corporation, and each of them, with respect to the preparation and negotiation of the Merger Agreement be, and they are, authorized, approved, ratified and confirmed;
RESOLVED FURTHER, the Merger Agreement substantially in the form attached hereto as Exhibit A, with such changes and modifications thereto as may be approved by an officer of the Corporation, is hereby approved;
RESOLVED FURTHER, that the officers of the Corporation, and each of them, are hereby authorized to execute and deliver the Merger Agreement on behalf of the Corporation;
RESOLVED FURTHER, that the officers of the Corporation are hereby authorized to execute and deliver such ancillary agreements and instruments as are required or contemplated in the Merger Agreement to be executed and delivered by the Corporation and to perform such further actions as may be deemed necessary or advisable to consummate the transactions or fulfill the obligations of the Corporation, contemplated in the Merger Agreement and in order to carry out the intent and purposes of the foregoing resolution;
RESOLVED FURTHER, that the officers of the Corporation be authorized and directed to execute and deliver on behalf of the Corporation to execute such agreements, instruments and documents as may be necessary or appropriate to consummate the transactions contemplated by the Merger Agreement, and to file all documents as they deem necessary or advisable to carry out and accomplish the purposes of these resolutions, including the execution and filing of the certificate of merger and all other required documents in the offices of the Secretary of State of Delaware and the Secretary of State of Texas."
3. The total number or percentage of outstanding shares identified by class, series or group of the Subsidiary Corporation and the number or percentage of shares in each class, series or group owned by the Parent Corporation is:
Class, Series Number or Percentage Number or Percentage of or Group of Shares Outstanding Shares Owned by Parent -------- --------------------- ----------------------
Common Stock 1,000 1,000 (100%)
4. Decorize, the surviving corporation hereby: (a) appoints the Texas Secretary of State as its agent for service of process to enforce an obligation or the rights of dissenting shareholders of each domestic corporation that is a party to the merger; and (b) agrees that it will promptly pay to the dissenting shareholders of each domestic corporation which is a party to the merger the amount, if any, to which they shall be entitled under the provisions of the Texas Business Corporation Act with respect to the rights of dissenting shareholders. The surviving corporation is organized under the laws of the State of Delaware and the address, including street number if any,
2 {PAGE}
of its registered or principal office in said State is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801.
5. A. The plan of merger was duly approved by the shareholders of Parent Corporation as set forth below.
B. As to the Parent Corporation, the approval of whose shareholders is required, the number of shares outstanding, and, if the shares of any class or series are entitled to vote as a class, the designation and number of outstanding shares of each such class or series are as follows:
Number of Shares Number of Shares Designation of Class Entitled to Vote as Outstanding or Series a Class or Series ----------- --------- -----------------
10,000,000 Common -0-
C. As to the Parent Corporation, the approval of whose shareholders is required, the total number of shares not entitled to vote only as a class, voted for and against the plan, respectively, and, if the shares of any class or series are entitled to vote as a class, the number of shares of each such class or series voted for and against the plan, respectively, are as follows:
Total Total Voted Voted Number of Shares Entitled to Voted as a Class or Series
425892
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Decorize
As referenced in this Articles of Merger:
DECORIZE, INC – OF MERGER, TEXAS
{TEXT}
FILED
In the Office of the
Secetary of State of Texas
JUL 06 2001
Corporations Section
ARTICLES OF MERGER
of
GUIDELOCATOR.COM, INC.
(Parent Corporation)
into
DECORIZE, INC .
(Subsidiary Corporation)
Pursuant to the provisions of Article 5.16 of the Texas Business
Corporation Act, Guidelocator.com, Inc. ("Guidelocator" or the "Parent
Corporation"), a business corporation organized under _____________
Decorize, Inc – com, Inc. ("Guidelocator" or the "Parent
Corporation"), a business corporation organized under the laws of the State of
Texas, and owning at least ninety percent (90%) of the shares of Decorize, Inc .
("Decorize" or the "Subsidiary Corporation"), a business corporation organized
under the laws of the State of Delaware, hereby executes the following articles
of merger.
1. An agreement and plan _____________
Decorize, Inc – of the Corporation from
Texas to Delaware by approving a Plan of Reorganization and Merger (the "Merger
Agreement") providing for the Corporation to merge into a wholly owned Delaware
subsidiary, Decorize, Inc ., which, among other things will cause the
Corporation's name to change to Decorize, Inc., increase the number of
authorized shares of Common Stock from 10,000,000 to _____________
Decorize, Inc – the "Merger
Agreement") providing for the Corporation to merge into a wholly owned Delaware
subsidiary, Decorize, Inc., which, among other things will cause the
Corporation's name to change to Decorize, Inc ., increase the number of
authorized shares of Common Stock from 10,000,000 to 50,000,000 and increase the
number of authorized shares of Preferred Stock from 2, _____________
Decorize, Inc – domestic corporation are desired to be effected by the merger.
E. The executed plan of merger is on file at the principal
place of business of the surviving corporation at Decorize, Inc ., 211 S. Union
Street, Suite F, Springfield, Missouri 65802.
F. A copy of the plan of merger will be furnished by the
surviving corporation on written request and without _____________
dt 1345889
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Subscribers | 2003 |
Merger Agreement
Merger Agreement (211K)
Doc #435495: Click preview link for longer preview.
MERGER AGREEMENT
dated as of April 23, 2003
by and among
NEW ENGLAND BUSINESS SERVICE, INC.,
CENTURION SUB, INC.,
and
SAFEGUARD BUSINESS SYSTEMS, INC.
Table of Contents
ARTICLE I THE MERGER.................................... 1
Section 1.1 The Merger.............................. 1
Section 1.2 Effective Time.......................... 1
Section 1.3 Effects of the Merger... . . .
435495
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NEBS
As referenced in this Merger Agreement:
}NEW ENGLAND BUSINESS SERVICE, INC – {DOCUMENT}
{TYPE}EX-2
{SEQUENCE}3
{FILENAME}exh2_1merger.txt
{DESCRIPTION}NEW ENGLAND BUSINESS SERVICE, INC . EXHIBIT 2.1
{TEXT}
EXHIBIT 2.1
MERGER AGREEMENT
dated as of April 23, 2003
by and among
NEW ENGLAND BUSINESS SERVICE, INC.,
CENTURION SUB, INC.,
and
SAFEGUARD BUSINESS _____________
NEW ENGLAND BUSINESS SERVICE, INC – 2
{SEQUENCE}3
{FILENAME}exh2_1merger.txt
{DESCRIPTION}NEW ENGLAND BUSINESS SERVICE, INC. EXHIBIT 2.1
{TEXT}
EXHIBIT 2.1
MERGER AGREEMENT
dated as of April 23, 2003
by and among
NEW ENGLAND BUSINESS SERVICE, INC .,
CENTURION SUB, INC.,
and
SAFEGUARD BUSINESS SYSTEMS, INC.
{Page}
Table of Contents
ARTICLE I THE MERGER.................................... 1
Section 1.1 The Merger.............................. 1
Section 1.2 Effective Time.......................... 1
_____________
New England Business Service,
Inc – 2.5
Warrant Agreement Section 2.1(e)
Warrant Notice Section 2.1(e)
{Page}
MERGER AGREEMENT
MERGER AGREEMENT, dated as of April 23, 2003 (this
"Agreement"), by and among New England Business Service,
Inc ., a Delaware corporation (the "Buyer"), Centurion Sub,
Inc., a Delaware corporation and an indirect, wholly-owned
subsidiary of the Buyer ("Sub") and Safeguard Business
Systems, Inc., a Delaware corporation ( _____________
New England Business Service, Inc – upon receipt, if personally delivered or sent
by facsimile, or one day after delivery to a courier for
next-day delivery.
{Page}
(a) if to the Buyer or Sub, to:
New England Business Service, Inc .
500 Main Street
Groton, Massachusetts 01471
Attention: General Counsel and
Secretary
Facsimile: (978) 449-3018
with a copy (which shall not constitute
notice) to:
Skadden, Arps, Slate, Meagher & Flom _____________
NEW ENGLAND BUSINESS SERVICE,
INC – the other
parties.
[The remainder of this page is intentionally left blank.]
{Page}
IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first written above.
NEW ENGLAND BUSINESS SERVICE,
INC .
By/s/ Daniel M. Junius
Name: Daniel M. Junius
Title: EVP, Chief
Financial Officer and
Treasurer
CENTURION SUB, INC.
By/s/ Daniel M. Junius
Name: Daniel M. Junius
Title: _____________
dt 1375895
;
Fleet National
As referenced in this Merger Agreement:
Fleet
National Bank – Company a complete and correct copy of a Fourth Amendment to
the Second Amended and Restated Revolving Credit Agreement
dated as of April 18, 2003 by and among the Buyer, Fleet
National Bank and certain other financial institutions
which, as of the date hereof, (a) among other things,
subject to the terms and conditions thereof, authorizes the
consummation by the Buyer of the _____________
Fleet
National Bank – obtained
adequate funding under the Second Amended and Restated Revolving
Credit Agreement, dated as of July 13, 2001 and as amended
through the date hereof, by and among the Buyer, Fleet
National Bank and certain other financial institutions, to
enable the Buyer to deliver the Indebtedness Payment Fund
and the Initial Aggregate Merger Consideration in accordance
with this Agreement.
(e) Company Options and _____________
Fleet National Bank – to obtain funding under the Second
Amended and Restated Revolving Credit Agreement, dated as of July
13, 2001 and as amended through the date hereof, by and
among the Buyer, Fleet National Bank and certain other
financial institutions, to enable the Buyer to deliver the
Indebtedness Payment Fund and the Initial Aggregate Merger
Consideration in accordance with this Agreement; or
(i) by the _____________
dt 1436596
;
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Skadden
As referenced in this Merger Agreement:
Skadden,
Arps – 3
and 10.1, the closing of the Merger (the "Closing") shall take place at
9:00 a.m. E.S.T., on June 2, 2003 at the offices of Skadden,
Arps , Slate, Meagher & Flom LLP, One Beacon Street, Boston,
Massachusetts 02108, or on such other date, or such other
time or place, as is agreed to in writing by the _____________
Skadden, Arps – to:
New England Business Service, Inc.
500 Main Street
Groton, Massachusetts 01471
Attention: General Counsel and
Secretary
Facsimile: (978) 449-3018
with a copy (which shall not constitute
notice) to:
Skadden, Arps , Slate, Meagher & Flom LLP
One Beacon Street
Boston, Massachusetts 02108
Attention: David T. Brewster
Facsimile: (617) 573-4822
(b) if to the Company, to:
Safeguard Business Systems, Inc.
8585 _____________
dt 1431063
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| Preview
Subscribers | 2007 |
Merger Agreement
Merger Agreement (186K)
Doc #3213610: Click preview link for longer preview.
MERGER AGREEMENT
BY AND AMONG
UNITED NATURAL FOODS, INC.,
UNFI MERGER SUB, INC.,
DISTRIBUTION HOLDINGS, INC.,
AND
MILLBROOK DISTRIBUTION SERVICES INC.
Dated as of October 5, 2007
MERGER AGREEMENT
THIS MERGER AGREEMENT (this �Agreement�), dated as of October 5, 2007, by and among UNITED NATURAL FOODS, INC., a Delaware corporation (�Buyer�), UNFI MERGER SUB, INC., a Delaware corporation (�Merger Sub�), DISTRIBUTION HOLDINGS, INC., a Delaware corporation (the �Holding Company�), and MILLBROOK DISTRIBUTION SERVICES INC., a Delaware corporation (the . . .
3213610
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United Natural
As referenced in this Merger Agreement:
UNITED NATURAL FOODS, INC. –
EX-10.4 2 ex10-4.htm
Exhibit 10.4
MERGER AGREEMENT
BY AND AMONG
UNITED NATURAL FOODS, INC. ,
UNFI MERGER SUB, INC.,
DISTRIBUTION HOLDINGS, INC.,
AND
MILLBROOK DISTRIBUTION SERVICES INC.
Dated as of October 5, 2007
MERGER AGREEMENT
THIS MERGER AGREEMENT (this ?Agreement?), dated as of October _____________
UNITED NATURAL FOODS, INC. – DISTRIBUTION HOLDINGS, INC.,
AND
MILLBROOK DISTRIBUTION SERVICES INC.
Dated as of October 5, 2007
MERGER AGREEMENT
THIS MERGER AGREEMENT (this ?Agreement?), dated as of October 5, 2007, by and among UNITED NATURAL FOODS, INC. , a Delaware corporation (?Buyer?), UNFI MERGER SUB, INC., a Delaware corporation (?Merger Sub?), DISTRIBUTION HOLDINGS, INC., a Delaware corporation (the ?Holding Company?), and MILLBROOK DISTRIBUTION SERVICES INC., a Delaware _____________
United Natural Foods, Inc. – automatic transmission report) or four (4) Business Days after being sent by registered or certified mail (postage prepaid, return receipt requested), as follows:
if to Buyer or Merger Sub, to:
United Natural Foods, Inc.
260 Lake Road
Dayville, CT 06241
Attn: Mr. Mark Shamber
Facsimile:
with copies (which shall not constitute notice) to:
Cameron & Mittleman LLP
56 Exchange Terrace
Providence, RI 02903
_____________
UNITED NATURAL FOODS, INC. – of this Agreement.
[Remainder of Page Intentionally Left Blank.]
- 58 -
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first above written.
UNITED NATURAL FOODS, INC.
By:
/s/ Mark E. Shamber
Name: Mark E. Shamber
Title: Vice President, CFO and Treasurer
UNFI MERGER SUB, INC.
By:
/s/ Mark E. Shamber
Name: Mark E. Shamber
Title: _____________
dt 1839389
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United Natural
As referenced in this Merger Agreement:
UNITED NATURAL FOODS, INC. –
EX-10.4 2 ex10-4.htm
Exhibit 10.4
MERGER AGREEMENT
BY AND AMONG
UNITED NATURAL FOODS, INC. ,
UNFI MERGER SUB, INC.,
DISTRIBUTION HOLDINGS, INC.,
AND
MILLBROOK DISTRIBUTION SERVICES INC.
Dated as of October 5, 2007
MERGER AGREEMENT
THIS MERGER AGREEMENT (this ?Agreement?), dated as of October _____________
UNITED NATURAL FOODS, INC. – DISTRIBUTION HOLDINGS, INC.,
AND
MILLBROOK DISTRIBUTION SERVICES INC.
Dated as of October 5, 2007
MERGER AGREEMENT
THIS MERGER AGREEMENT (this ?Agreement?), dated as of October 5, 2007, by and among UNITED NATURAL FOODS, INC. , a Delaware corporation (?Buyer?), UNFI MERGER SUB, INC., a Delaware corporation (?Merger Sub?), DISTRIBUTION HOLDINGS, INC., a Delaware corporation (the ?Holding Company?), and MILLBROOK DISTRIBUTION SERVICES INC., a Delaware _____________
United Natural Foods, Inc. – automatic transmission report) or four (4) Business Days after being sent by registered or certified mail (postage prepaid, return receipt requested), as follows:
if to Buyer or Merger Sub, to:
United Natural Foods, Inc.
260 Lake Road
Dayville, CT 06241
Attn: Mr. Mark Shamber
Facsimile:
with copies (which shall not constitute notice) to:
Cameron & Mittleman LLP
56 Exchange Terrace
Providence, RI 02903
_____________
UNITED NATURAL FOODS, INC. – of this Agreement.
[Remainder of Page Intentionally Left Blank.]
- 58 -
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first above written.
UNITED NATURAL FOODS, INC.
By:
/s/ Mark E. Shamber
Name: Mark E. Shamber
Title: Vice President, CFO and Treasurer
UNFI MERGER SUB, INC.
By:
/s/ Mark E. Shamber
Name: Mark E. Shamber
Title: _____________
dt 1844512
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