{"id":43044,"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-dc-holdco-inc-the-walt-disney.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-dc-holdco-inc-the-walt-disney","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-dc-holdco-inc-the-walt-disney.html","title":{"rendered":"Agreement and Plan of Merger &#8211; DC Holdco Inc., The Walt Disney Co. and DCA Merger Corp."},"content":{"rendered":"<pre>\n                          AGREEMENT AND PLAN OF MERGER\n\n     AGREEMENT AND PLAN OF MERGER (the \"Agreement and Plan of Merger\"),\ndated as of __________ ___, 1995, by and among DC Holdco, Inc., a Delaware\ncorporation (the \"Holding Company\"), The Walt Disney Company, a Delaware\ncorporation (the \"Purchaser\"), and DCA Merger Corp., a Delaware corporation\nand a wholly-owned subsidiary of the Holding Company (\"Merger Sub A\"). The\nPurchaser and Merger Sub A are hereinafter sometimes collectively referred to\nas the \"Constituent Corporations.\"\n\n     This Agreement and Plan of Merger is being entered into pursuant to an\nAmended and Restated Agreement and Plan of Reorganization, dated as of July\n31, 1995 (the \"Reorganization Agreement\"), by and between the Purchaser and\nCapital Cities\/ABC, Inc., a New York corporation (the \"Company\"). The\nReorganization Agreement provides for, among other things, the merger of\nMerger Sub A with and into the Purchaser and for the merger of DCB Merger\nCorp., a New York corporation and a wholly-owned subsidiary of the Holding\nCompany, with and into the Company (the \"Company Merger\").\n\n     NOW, THEREFORE, in consideration of the premises and the\nrepresentations, warranties, covenants and agreements contained herein, the\nparties hereto, intending to be legally bound hereby, agree as follows:\n\n                                 ARTICLE I\n\n                                THE MERGER\n\n     Section 1.1.  THE MERGER.  In accordance with the provisions of this\nAgreement and Plan of Merger and the Delaware General Corporation Law (the\n\"DGCL\"), at the Effective Time (as defined in Section 1.4 hereof), Merger Sub\nA shall be merged with and into the Purchaser (the \"Purchaser Merger\") and\nthe separate corporate existence of Merger Sub A shall cease. The Purchaser\nshall be the surviving corporation in the Purchaser Merger (hereinafter\nsometimes referred to as the \"Surviving Corporation\") and shall continue its\ncorporate existence under the laws of the State of Delaware. The name of the\nSurviving Corporation shall be \"_________________\". The Purchaser Merger\nshall have the effects set forth in the DGCL.\n\n\n\n\n     Section 1.2.  CERTIFICATE OF INCORPORATION AND BY-LAWS.  (a) The\nCertificate of Incorporation of the Purchaser shall be amended at the\nEffective Time to read in its entirety as set forth in Exhibit A.\n\n     (b)  The By-Laws of Merger Sub A immediately prior to the Effective Time\nshall be the By-Laws of the Surviving Corporation (the \"By-Laws\") immediately\nafter the Effective Time.\n\n     Section 1.3.  DIRECTORS AND OFFICERS.  (a) The directors of the\nPurchaser immediately prior to the Effective Time shall be the directors of\nthe Surviving Corporation as of the Effective Time and until their successors\nare duly appointed or elected in accordance with applicable law.\n\n     (b)  The officers of the Purchaser immediately prior to the Effective\nTime shall be the officers of the Surviving Corporation as of the Effective\nTime and until their successors are duly appointed or elected in accordance\nwith applicable law.\n\n     Section 1.4.  EFFECTIVE TIME; CONDITIONS.  Upon the later of (i) January\n3, 1996 and (ii) the first business day following the day on which the last\nto be fulfilled or waived of the conditions set forth in Article 8 of the\nReorganization Agreement shall have been fulfilled or waived or at such other\ntime as the Purchaser and the Company may agree, and provided that this\nAgreement and Plan of Merger is not terminated under Section 3.1 hereof, a\ncertificate of merger complying with the DGCL shall be filed with the\nSecretary of State of the State of Delaware in accordance with the DGCL. The\nPurchaser Merger shall become effective at the time and date of the filing of\nthe certificate of merger relating to the Purchaser Merger with the Secretary\nof State of Delaware or at such later time and date as provided for in such\ncertificate of merger as may be permitted by the DGCL (such time and date is\nherein referred to as the \"Effective Time\").\n\n                                ARTICLE II\n\n                             CONVERSION OF SHARES\n\n     Section 2.1.  MERGER SUB A COMMON STOCK.  Each share of common stock,\npar value $.01 per share, of Merger Sub A (the \"Merger Sub A Common Stock\")\noutstanding immediately prior to the Effective Time shall, by virtue of the\nPurchaser Merger and without any further action by the holder thereof, be\nconverted into and become one share of common stock, par value $.01 per\nshare, of the Surviving Corporation (the \"Surviving Corporation Common\nStock\"). Each certificate which immediately prior to the Effective Time\nrepresented outstanding shares of Merger Sub A Common Stock shall, on and\nafter the Effective Time, be deemed for all purposes to represent the number\nof shares of Surviving Corporation Common Stock into which the shares of\nMerger Sub A Common Stock\n\n\n                                    2\n\n\nrepresented by such certificate shall have been converted pursuant to this\nSection 2.1.\n\n     Section 2.2.  HOLDING COMPANY CAPITAL STOCK.  At the earlier of the\neffective time of the Company Merger and the Effective Time, each share of\nthe capital stock of the Holding Company issued and outstanding immediately\nprior to such time shall be converted into the right to receive in cash at the\nfair market value thereof, as agreed upon by the Purchaser and the Holding\nCompany.\n\n     Section 2.3.  CONVERSION OF PURCHASER STOCK.  (a) At the Effective Time,\neach share of common stock, par value $.025 per share, of the Purchaser (the\n\"Purchaser Common Stock\"), issued and outstanding at the Effective Time shall\nbe converted into one share of common stock, $0.01 par value, of the Holding\nCompany (the \"Holding Company Common Stock\"). Upon such conversion, all such\nshares of Purchaser Common Stock shall be cancelled and cease to exist, and\neach certificate theretofore representing any such shares shall, without any\naction on the part of the holder thereof, be deemed to represent an\nequivalent number of shares of Holding Company Common Stock.\n\n     (b)  At the Effective Time, each share of Purchaser Common Stock which\nis held in the treasury of the Purchaser immediately prior to the Effective\nTime shall, by virtue of the Purchaser Merger, cease to be outstanding and\nshall be cancelled and retired without payment of any consideration therefor.\n\n                                ARTICLE III\n\n                           TERMINATION AND AMENDMENT\n\n     Section 3.1.  TERMINATION. Notwithstanding the approval and adoption of\nthis Agreement and Plan of Merger by the stockholders of the Constituent\nCorporations, this Agreement and Plan of Merger shall terminate forthwith in\nthe event that the Reorganization Agreement shall be terminated as therein\nprovided. In the event of the termination of this Agreement and Plan of\nMerger as provided above, this Agreement and Plan of Merger shall forthwith\nbecome void and there shall be no liability on the part of any of the parties\nhereto except as otherwise provided in the Reorganization Agreement.\n\n     Section 3.2.  AMENDMENT.  This Agreement and Plan of Merger shall not be\namended other than pursuant to an amendment to the Reorganization Agreement\napproved in the manner therein provided. If any such amendment to the\nReorganization Agreement is so approved, any amendment to this Agreement and\nPlan of Merger required by such amendment to the Reorganization Agreement\nshall be\n\n                                     3\n\n\n\neffected by the parties hereto by action taken by their respective Board\nof Directors.\n\n                                ARTICLE IV\n\n                               MISCELLANEOUS\n\n     Section 4.1.  GOVERNING LAW. This Agreement and Plan of Merger shall be\ngoverned by the laws of the State of Delaware.\n\n     Section 4.2  COUNTERPARTS.  This Agreement and Plan of Merger may be\nexecuted in two or more counterparts, each of which shall be deemed to be an\noriginal, but all of which shall constitute one and the same agreement.\n\n     IN WITNESS WHEREOF, the parties hereto have caused this Agreement and\nPlan of Merger to be signed by their respective officers thereunto duly\nauthorized as of the date first written above.\n\n\n                                      THE WALT DISNEY COMPANY,\n\n                                          By:________________________________\n                                             Name:\n                                             Title:\n\n\n                                      DC HOLDCO, INC.,\n\n                                          By:________________________________\n                                             Name:\n                                             Title:\n\n\n                                      DCA MERGER CORP.,\n\n                                          By:________________________________\n                                             Name:\n                                             Title:\n\n\n                                     4\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7331],"corporate_contracts_industries":[9532],"corporate_contracts_types":[9622,9626],"class_list":["post-43044","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-disney-walt-co","corporate_contracts_industries-travel__services","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\/43044","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=43044"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43044"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43044"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43044"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}