{"id":43061,"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-goldman-sachs-group-inc-an3.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-goldman-sachs-group-inc-an3","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-goldman-sachs-group-inc-an3.html","title":{"rendered":"Agreement and Plan of Merger &#8211; Goldman Sachs Group Inc. and Goldman Sachs Group LP"},"content":{"rendered":"<pre>                                                     S&amp;C Draft of April 20, 1999\n    \n\n\n                          AGREEMENT AND PLAN OF MERGER\n\n\n\n                  AGREEMENT AND PLAN OF MERGER, dated as of May __, 1999,\npursuant to Section 263 of the General Corporation Law of the State of Delaware\nand Section 17-211 of the Delaware Revised Uniform Limited Partnership Act,\nbetween THE GOLDMAN SACHS GROUP, INC., a Delaware corporation ('GS Inc.'), and\nTHE GOLDMAN SACHS GROUP, L.P., a Delaware limited partnership (the 'Merging\nEntity').\n                  WITNESSETH that:\n\n   \n                  WHEREAS, prior to the effectiveness of the Merger, GS Inc.\nshall have acquired all of the partnership interests in the Merging Entity\nincluding all of the interests in profits and capital of the Merging\nEntity; and\n    \n\n                  WHEREAS, each of the parties hereto desires that the Merging\nEntity merge (the 'Merger') with and into GS Inc. as hereinafter specified with\nGS Inc. being the surviving corporation;\n\n                  NOW, THEREFORE, the parties to this Agreement, in\nconsideration of the mutual covenants, agreements and provisions hereinafter\ncontained, do hereby prescribe the terms and conditions of the Merger and mode\nof carrying the same into effect as follows:\n\n                  FIRST: At the Effective Time (as hereinafter defined), the\nMerging Entity shall be merged with and into GS Inc., with GS Inc. being the\nsurviving entity.\n   \n                  SECOND: At the Effective Time, GS Inc. shall own all of the\npartnership interests in the Merging Entity and shall be the only partner in the\nMerging Entity other than GS Transitory LLC (which shall be a limited partner in\nthe Merging Entity without any partnership interest in the Merging Entity\nincluding no interest in profits or capital of the Merging Entity), all of the\nlimited liability company interests in which are owned by GS Inc. and which will\nbe simultaneously merged with and into GS Inc.\n    \n\n   \n                  THIRD: At the Effective Time, all of the partnership interests\nof the Merging Entity will be canceled. GS Transitory LLC shall receive no\nconsideration in connection with the Merger. The shares of common stock of GS\nInc., par value $0.01 per share ('GS Inc. Common Stock'), that are issued and\noutstanding immediately prior to the Effective Time shall be unaffected by the\nMerger, except that shares of GS Inc. Common Stock owned by the Merging Entity\nimmediately prior to the Effective Time shall be canceled.\n    \n\n                  FOURTH: The terms and conditions of the Merger are as follows:\n\n                  (a) the separate existence of the Merging Entity shall cease,\n         and GS Inc. shall possess all the rights, privileges, powers and\n         franchises of the Merging Entity, of a public as well as of a private\n         nature, and shall be subject to all of the restrictions, disabilities\n         and duties of the Merging Entity;\n\n                  (b) all property of the Merging Entity, real, personal and\n         mixed, all debts due to the Merging Entity on whatever account and all\n         other things in action or belonging to the Merging Entity shall be\n         vested in GS Inc.;\n\n                  (c) the title to any real estate vested by deed or otherwise\n         in the Merging Entity shall not revert or be in any way impaired, but\n         all rights of creditors therein and all liens thereon shall be\n         preserved unimpaired;\n\n                  (d) all debts, liabilities, duties and other obligations of\n         the Merging Entity under any and all indentures, loan agreements,\n         revolving credit agreements, liquidity agreements, letters of credit\n         and reimbursement agreements, notes, guarantees or other agreements or\n         instruments to which the Merging Entity is a party or by which it is\n         bound shall attach to GS Inc. and may be enforced against\n\n\n                                       -2-\n         GS Inc. to the same extent as if said debts, liabilities and duties had\n         been incurred or contracted by GS Inc.;\n\n                  (e) GS Inc. expressly assumes all debts, liabilities, duties\n         and other obligations of the Merging Entity under any and all\n         indentures, loan agreements, revolving credit agreements, liquidity\n         agreements, letters of credit and reimbursement agreements, notes,\n         guarantees or other agreements or instruments to which the Merging\n         Entity is a party or by which it is bound; and\n\n                  (f) any claim existing or action or proceeding pending by or\n         against the Merging Entity may be prosecuted as if the Merger had not\n         taken place, or GS Inc. may be proceeded against or substituted in\n         place of the Merging Entity.\n\n                  FIFTH: The Merger shall become effective upon the filing of a\nCertificate of Merger with the Secretary of State of the State of Delaware or at\nsuch other time as the parties may agree and as shall be stated in the\nCertificate of Merger (the 'Effective Time').\n\n                  SIXTH: The certificate of incorporation and by-laws of GS\nInc., as in effect immediately prior to the Effective Time, shall be the\ncertificate of incorporation and by-laws of the surviving corporation. The\ndirectors of GS Inc. immediately prior to the Effective Time shall be the\ndirectors of the surviving corporation.\n\n                  SEVENTH: At any time prior to the Effective Time, this\nAgreement may be amended, modified or terminated by the Board of Directors of GS\nInc. notwithstanding approval by the stockholders or partners of any of the\nparties hereto.\n\n                  EIGHTH: ALL RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND\nPLAN OF MERGER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF\nTHE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.\n\n\n                                       -3-\n\n\n                  IN WITNESS WHEREOF, the parties to this Agreement, pursuant to\nthe approval and authority duly given by the general partner and the Schedule II\nlimited partners of the Merging Entity and resolutions adopted by the Board of\nDirectors of GS Inc., have caused these presents to be executed by each party\nhereto as the respective act, deed and agreement of each of said parties, as of\nthe date first written above.\n\n                                         THE GOLDMAN SACHS GROUP, L.P.\n                                         By:  The Goldman Sachs Group, Inc., as\n                                         General Partner\n\n                                         By:_______________________________\n                                         Name:    Gregory K. Palm\n                                         Title:   General Counsel\n\n\n                                         THE GOLDMAN SACHS GROUP, INC.\n\n\n                                         By:_______________________________\n                                         Name:    Gregory K. Palm\n                                         Title:   General Counsel\n\n\n                                       -4-\n\n\nBy his signature below, the undersigned certifies that no shares of stock of The\nGoldman Sachs Group, Inc. were issued prior to the adoption by the Board of\nDirectors of The Goldman Sachs Group, Inc. of the resolution approving the\nAgreement and Plan of Merger.\n\n\n                                        ----------------------------------\n                                        Name:    James B. McHugh\n                                        Title:   Assistant Secretary\n\n\n                                       -5-\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":[7660],"corporate_contracts_industries":[9418],"corporate_contracts_types":[9622,9626],"class_list":["post-43061","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-goldman-sachs-group-inc","corporate_contracts_industries-financial__securities","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\/43061","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=43061"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43061"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43061"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43061"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}