{"id":43008,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-and-plan-of-merger-amazon-com-inc-wa-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-amazon-com-inc-wa-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-amazon-com-inc-wa-and.html","title":{"rendered":"Agreement and Plan of Merger &#8211; Amazon.com Inc. (WA) and Amazon.com Inc. (DE)"},"content":{"rendered":"<pre>\n                          AGREEMENT AND PLAN OF MERGER\n\n\n                                     BETWEEN\n\n                                AMAZON.COM, INC.\n                           (A WASHINGTON CORPORATION)\n\n                                       AND\n\n                                AMAZON.COM, INC.\n                            (A DELAWARE CORPORATION)\n\n\n                                   DATED AS OF\n                                  MAY 28, 1996\n\n\n\n\n                                    CONTENTS\n\n\n                                                                 \n1.    THE MERGER ....................................................  2\n\n      1.1   The Merger ..............................................  2\n\n      1.2   Effective Date ..........................................  2\n\n      1.3   Certificate of Incorporation ............................  2\n\n      1.4   Bylaws ..................................................  2\n\n      1.5   Directors and Officers ..................................  2\n\n2.    CONVERSION OF SHARES ..........................................  3\n\n      2.1   Amazon Washington Common Stock ..........................  3\n\n      2.2   Amazon Delaware Common Stock ............................  3\n\n      2.3   Options .................................................  3\n\n      2.4   Exchange of Certificates ................................  3\n\n3.    EFFECT OF THE MERGER ..........................................  3\n\n      3.1   Rights, Privileges, Etc. ................................  3\n\n      3.2   Further Assurances ......................................  4\n\n4.    GENERAL .......................................................  4\n\n      4.1   Abandonment .............................................  4\n\n      4.2   Amendment ...............................................  4\n\n      4.3   Governing Law ...........................................  5\n\n      4.4   Counterparts ............................................  5\n\n\n--------------------------------------------------------------------------------\n                                                                          Page 1\n\n                          AGREEMENT AND PLAN OF MERGER\n\n      This AGREEMENT AND PLAN OF MERGER (\"this Agreement\") is made and entered\ninto as of May 28, 1996, between Amazon.com, Inc., a Washington corporation\n(\"Amazon Washington\"), and Amazon.com, Inc., a Delaware corporation (\"Amazon\nDelaware\"). Amazon Washington and Amazon Delaware are from time to time herein\nreferred to as the \"Constituent Corporations.\"\n\n                                    RECITALS\n\n      A. Amazon Washington is a corporation duly organized and existing under\nthe laws of the State of Washington and, on the date hereof, has authority to\nissue 5,000,000 shares of common stock, no par value per share (\"Amazon\nWashington Common Stock\"), of which 2,589,711 shares are issued and outstanding\nas of May 28, 1996.\n\n      B. Amazon Delaware is a corporation duly organized and existing under the\nlaws of the State of Delaware and, on the date hereof, has authority to issue\n25,000,000 shares of common stock, par value $.01 per share (\"Amazon Delaware\nCommon Stock\"), of which one share is issued and outstanding and owned by Amazon\nWashington, and 5,000,000 shares of preferred stock, par value $.01 per share,\nof which no shares are issued and outstanding.\n\n      C. The Boards of Directors of the Constituent Corporations deem it\nadvisable and to the advantage of the Constituent Corporations and their\nrespective shareholders that Amazon Washington be merged with and into Amazon\nDelaware for the purpose of changing the jurisdiction of incorporation of Amazon\nWashington from the State of Washington to the State of Delaware.\n\n      D.    Each of the Constituent Corporations has, subject to approval\nby its shareholders, adopted the Plan of Merger embodied in this Agreement.\n\n                                    AGREEMENT\n\n      In consideration of the terms hereof, the Constituent Corporations do\nhereby agree to merge on the terms and conditions herein provided, as follows:\n\n\n--------------------------------------------------------------------------------\n                                                                          Page 1\n\n\n1.    THE MERGER\n\n      1.1   THE MERGER\n\n      Upon the terms and subject to the conditions hereof, on the Effective Date\n(as hereinafter defined), Amazon Washington shall be merged with and into Amazon\nDelaware in accordance with the applicable laws of the States of Washington and\nDelaware (the \"Merger\"). The separate existence of Amazon Washington shall\ncease, and Amazon Delaware shall be the surviving corporation (the \"Surviving\nCorporation\") and shall be governed by the laws of the State of Delaware.\n\n      1.2   EFFECTIVE DATE\n\n      The Merger shall become effective on the date and at the time of filing of\nArticles of Merger, in substantially the form annexed hereto as Appendix A-1,\nwith the Secretary of State of the State of Washington, and a Certificate of\nMerger in substantially the same form with the Secretary of State of the State\nof Delaware, whichever later occurs (the \"Effective Date\"), all after\nsatisfaction of the requirements of the applicable laws of such States\nprerequisite to such filings, including without limitation the approval of the\nshareholders of the Constituent Corporations.\n\n      1.3   CERTIFICATE OF INCORPORATION\n\n      On the Effective Date, the Certificate of Incorporation of Amazon\nDelaware, as in effect immediately prior to the Effective Date, shall continue\nin full force and effect as the Certificate of Incorporation of the Surviving\nCorporation.\n\n      1.4   BYLAWS\n\n      On the Effective Date, the Bylaws of Amazon Delaware, as in effect\nimmediately prior to the Effective Date, shall continue in full force and effect\nas the bylaws of the Surviving Corporation.\n\n      1.5   DIRECTORS AND OFFICERS\n\n      The directors and officers of Amazon Delaware immediately prior to the\nEffective Date shall be the directors and officers of the Surviving Corporation,\nuntil their successors shall have been duly elected and qualified or until\notherwise provided by law, the Certificate of Incorporation of the Surviving\nCorporation or the Bylaws of the Surviving Corporation.\n\n\n--------------------------------------------------------------------------------\n                                                                          Page 2\n\n\n\n\n\n2.    CONVERSION OF SHARES\n\n      2.1   AMAZON WASHINGTON COMMON STOCK\n\n      Upon the Effective Date, by virtue of the Merger and without any action on\nthe part of any holder thereof, each share of Amazon Washington Common Stock\noutstanding immediately prior thereto shall be changed and converted into one\nfully paid and nonassessable share of the common stock of the Surviving\nCorporation, par value of $.01 per share (\"Survivor Stock\").\n\n      2.2   AMAZON DELAWARE COMMON STOCK\n\n      Upon the Effective Date, by virtue of the Merger and without any action on\nthe part of the holder thereof, each share of Amazon Delaware Common Stock\noutstanding immediately prior thereto shall be cancelled and returned to the\nstatus of authorized but unissued shares.\n\n      2.3   OPTIONS\n\n      Upon the Effective Date, the Surviving Corporation shall assume and\ncontinue the rights and obligations of Amazon Washington under each then\noutstanding option to purchase Amazon Washington Common Stock, and the\noutstanding and unexercised portions of all options and rights to buy Amazon\nWashington Common Stock shall become options or rights for the same number of\nshares of Survivor Stock with no other changes in the terms and conditions of\nsuch options or rights, including exercise prices, and upon the Effective Date,\nthe Surviving Corporation hereby assumes the outstanding and unexercised\nportions of such options and rights and the obligations of Amazon Washington\nwith respect thereto.\n\n      2.4   EXCHANGE OF CERTIFICATES\n\n      Each person who becomes entitled to receive Survivor Stock by virtue of\nthe Merger shall be entitled to receive from the Surviving Corporation, as\npromptly as practicable after the Effective Time, a certificate or certificates\nrepresenting the number of shares of Survivor Stock to which such person is\nentitled as provided herein.\n\n3.    EFFECT OF THE MERGER\n\n      3.1   RIGHTS, PRIVILEGES, ETC.\n\n      On the Effective Date of the Merger, the Surviving Corporation, without\nfurther act, deed or other transfer, shall retain or succeed to, as the case may\nbe, and possess and be vested with all the rights, privileges, immunities,\npowers, franchises \n\n\n--------------------------------------------------------------------------------\n                                                                          Page 3\n\nand authority, of a public as well as of a private nature, of Amazon Washington\nand Amazon Delaware; all property of every description and every interest\ntherein, and all debts and other obligations of or belonging to or due to each\nof Amazon Washington and Amazon Delaware on whatever account shall thereafter be\ntaken and deemed to be held by or transferred to, as the case may be, or\ninvested in the Surviving Corporation without further act or deed; title to any\nreal estate, or any interest therein vested in Amazon Washington or Amazon\nDelaware, shall not revert or in any way be impaired by reason of this merger;\nand all of the rights of creditors of Amazon Washington and Amazon Delaware\nshall be preserved unimpaired, and all liens upon the property of Amazon\nWashington or Amazon Delaware shall be preserved unimpaired, and all debts,\nliabilities, obligations and duties of the respective corporations shall\nthenceforth remain with or be attached to, as the case may be, the Surviving\nCorporation and may be enforced against it to the same extent as if all of said\ndebts, liabilities, obligations and duties had been incurred or contracted by\nit.\n\n      3.2   FURTHER ASSURANCES\n\n      From time to time, as and when required by the Surviving Corporation or by\nits successors and assigns, there shall be executed and delivered on behalf of\nAmazon Washington such deeds and other instruments, and there shall be taken or\ncaused to be taken by it such further and other action, as shall be appropriate\nor necessary in order to vest or perfect in or to conform of record or otherwise\nin the Surviving Corporation the title to and possession of all the property,\ninterest, assets, rights, privileges, immunities, powers, franchises and\nauthority of Amazon Washington and otherwise to carry out the purposes of this\nAgreement, and the officers and directors of the Surviving Corporation are fully\nauthorized in the name and on behalf of Amazon Washington or otherwise to take\nany and all such action and to execute and deliver any and all such deeds and\nother instruments.\n\n4.    GENERAL\n\n      4.1   ABANDONMENT\n\n      At any time before the Effective Date, this Agreement may be terminated\nand the Merger may be abandoned for any reason whatsoever by the Board of\nDirectors of either Amazon Washington or Amazon Delaware or both,\nnotwithstanding the approval of this Agreement by the shareholders of Amazon\nWashington and Amazon Delaware.\n\n      4.2   AMENDMENT\n\n      At any time prior to the Effective Date, this Agreement may be amended or\nmodified in writing by the Board of Directors of either Amazon Washington or\n\n\n--------------------------------------------------------------------------------\n                                                                          Page 4\n\n\nAmazon Delaware or both; provided, however, that an amendment made subsequent to\nthe adoption of this Agreement by the shareholders of either Constituent\nCorporation shall not alter or change any of the terms and conditions of this\nAgreement if such alteration or change would adversely affect the rights of the\nshareholders of such Constituent Corporation.\n\n      4.3   GOVERNING LAW\n\n      This Agreement shall be governed by and construed and enforced in\naccordance with the laws of the State of Delaware and, so far as applicable, the\nmerger provisions of the Washington Business Corporation Act.\n\n      4.4   COUNTERPARTS\n\n      In order to facilitate the filing and recording of this Agreement, the\nsame may be executed in any number of counterparts, each of which shall be\ndeemed to be an original.\n\n\n\n\n\n\n\n                  (This space intentionally left blank.)\n\n\n--------------------------------------------------------------------------------\n                                                                          Page 5\n\n      IN WITNESS WHEREOF, the parties hereto have entered into and signed this\nAgreement as of the date and year first written.\n\n                                AMAZON.COM, INC. (a Washington corporation)\n\n\n                                By    \/\/s\/\/  Jeffrey P. Bezos\n                                   ----------------------------------------\n                                   Name: Jeffrey P. Bezos\n                                   Title: President, Secretary and\n                                   Treasurer\n\n\n\n                                AMAZON.COM, INC. (a Delaware corporation)\n\n\n\n                                By  \/\/s\/\/  Jeffrey P. Bezos\n                                   ----------------------------------------\n                                   Name: Jeffrey P. Bezos\n                                   Title: CEO, Secretary and Treasurer\n\n\n\n\n\n\n\n--------------------------------------------------------------------------------\n                                                                          Page 6\n\n                                  APPENDIX A-1\n\n                              CERTIFICATE OF MERGER\n\n                                       OF\n\n                                AMAZON.COM, INC.\n                            (a Delaware corporation)\n\n                                       AND\n\n                                AMAZON.COM, INC.\n                           (a Washington corporation)\n\n      In accordance with Section 252 of the Delaware General Corporation Law,\nthe undersigned, Jeffrey P. Bezos, being the Chief Executive Officer of\nAmazon.com, Inc., a Delaware corporation, DOES HEREBY CERTIFY as follows:\n\n      (1) The name and state of incorporation of each of the constituent\ncorporations are Amazon.com, Inc., a Delaware corporation, and Amazon.com, Inc.,\na Washington corporation;\n\n      (2) An agreement of merger has been approved, adopted, certified, executed\nand acknowledged by each of the constituent corporations in accordance with\nSection 252 of the Delaware General Corporation Law;\n\n      (3)   The name of the surviving corporation is Amazon.com, Inc.;\n\n      (4) The surviving corporation, Amazon.com, Inc., will be a Delaware\ncorporation and its Certificate of Incorporation as currently filed with the\nSecretary of State of the State of Delaware shall be the Certificate of\nIncorporation of the surviving corporation;\n\n      (5) The executed agreement of merger is on file at the principal place of\nbusiness of the surviving corporation, 2250 First Avenue South, Seattle,\nWashington 98134;\n\n      (6) A copy of the agreement of merger will be furnished by the surviving\ncorporation, on request and without cost, to any current stockholder of either\nconstituent corporation;\n\n\n--------------------------------------------------------------------------------\n                                                                          Page 7\n\n\n      (7) The authorized capital stock of Amazon.com, Inc., a Washington\ncorporation, consists of 5,000,000 shares of Common Stock, no par value per\nshare; and\n\n      (8)   This certificate shall become effective at 5:00 p.m. PST on\nthe date it is filed.\n\n      IN WITNESS WHEREOF, the undersigned has signed his name and affirmed that\nthis instrument is the act and deed of the corporation and that the statements\nherein are true, under penalties of perjury, this ___ day of June, 1996.\n\n\n                                AMAZON.COM, INC. (a Delaware corporation)\n\n\n\n                                By\n                                   ----------------------------------\n                                   Jeffrey P. Bezos\n                                   CEO, Secretary and Treasurer\n\n\n\n--------------------------------------------------------------------------------\n                                                                          Page 8\n\n                                  APPENDIX A-1\n\n                               ARTICLES OF MERGER\n\n                                AMAZON.COM, INC.\n                           (A WASHINGTON CORPORATION)\n\n                                       AND\n\n                                AMAZON.COM, INC.\n                            (A DELAWARE CORPORATION)\n\n      Pursuant to the provisions of the Washington Business Corporation Act,\nTitle 23B of the Revised Code of Washington and the Delaware General Corporation\nLaw, the following Articles of Merger are executed for the purpose of merging\nAmazon.com, Inc., a Washington corporation (the \"Disappearing Corporation\"),\ninto Amazon.com, Inc., a Delaware corporation (the \"Surviving Corporation\").\n\n      1. The Agreement and Plan of Merger approved by the shareholders of the\nDisappearing Corporation and by the sole stockholder of the Surviving\nCorporation is attached hereto as Exhibit A.\n\n      2.    The Agreement and Plan of Merger was duly approved by the sole\nstockholder of the Surviving Corporation pursuant to the Delaware General\nCorporation Law and by the shareholders of the Disappearing Corporation\npursuant to RCW 23B.11.030.Dated:  June ___, 1996\n\n                                AMAZON.COM, INC.\n\n\n\n\n                                By\n                                  ----------------------------------\n                                   Jeffrey P. Bezos, President\n\n\n\n--------------------------------------------------------------------------------\n                                                                          Page 9\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6645],"corporate_contracts_industries":[9492],"corporate_contracts_types":[9622,9626],"class_list":["post-43008","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-amazoncom-inc","corporate_contracts_industries-retail__books","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43008","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43008"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43008"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43008"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43008"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}