{"id":43233,"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-of-merger-sohu-com-inc-and-chinaren-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-of-merger-sohu-com-inc-and-chinaren-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-of-merger-sohu-com-inc-and-chinaren-inc.html","title":{"rendered":"Agreement of Merger &#8211; Sohu.com Inc. and ChinaRen Inc."},"content":{"rendered":"<pre>\n                               AGREEMENT OF MERGER\n                               -------------------\n\n1.   The Merger. Alpha Sub Inc., a California corporation (the \"Merger Sub\") and\n     a wholly owned subsidiary of Sohu.com Inc. (\"Parent\"), shall be merged (the\n     \"Merger\") with and into ChinaRen, Inc., a California corporation\n     (\"ChinaRen\"), with ChinaRen as the surviving corporation (the \"Surviving\n     Corporation\"). The Merger shall become effective upon the filing of this\n     Agreement of Merger, together with the required officers' certificates,\n     with the Office of the Secretary of State of the State of California, which\n     time is referred to herein as the \"Effective Time\".\n\n2.   Conversion of Shares.\n\n     a.   At the Effective Time, each share of common stock, par value US$0.001\n          per share, of the Merger Sub issued and outstanding immediately prior\n          to the Effective Time, will be converted into and become one fully\n          paid and nonassessable share of common stock of the Surviving\n          Corporation.\n\n     b.   At the Effective Time:\n\n          i.   each issued and outstanding share of common stock, no par value\n               per share, of ChinaRen (\"ChinaRen Common Stock\") shall be\n               converted into 0.164837 shares of common stock, par value\n               US$0.001 per share, of Parent (\"Parent Common Stock\");\n\n          ii.  each issued and outstanding share of Series A Preferred Stock, no\n               par value per share, of ChinaRen (\"ChinaRen Series A Preferred\n               Stock\") shall be converted into 0.181011 shares of Parent Common\n               Stock; and\n\n          iii. each issued and outstanding share of Series B Preferred Stock, no\n               par value per share, of ChinaRen (\"ChinaRen Series B Preferred\n               Stock\") shall be converted into 0.413870 shares of Parent Common\n               Stock.\n\n     c.   As of the Effective Time of the Merger, all shares of ChinaRen Common\n          Stock, ChinaRen Series A Preferred Stock and ChinaRen Series B\n          Preferred Stock (collectively \"ChinaRen Capital Stock\") shall no\n          longer be outstanding and shall automatically be cancelled and retired\n          and shall cease to exist.\n\n3.   Fractional Shares. No fraction of a share of Parent Common Stock will be\n     issued as merger consideration. Each holder of shares of ChinaRen Capital\n     Stock otherwise entitled to a fraction of a share of Parent Common Stock\n     shall receive cash in lieu of any such fractional interest in an amount\n     equal to the fraction of the share (rounded to the nearest one hundredth of\n     a share) multiplied by US$4.375.\n\n4.   Amendment to Articles of Incorporation of the Surviving Corporation. At the\n     Effective Time, the articles of incorporation of the Surviving Corporation\n     shall be amended and restated in their entirety as set forth in Exhibit A\n     hereto.\n\n                                       8\n\n \n5.   Directors and Officers of the Surviving Corporation.\n\n     a.   The directors of the Merger Sub at the Effective Time of the Merger\n          shall become the directors of the Surviving Corporation until the\n          earlier of their resignation or removal or until their respective\n          successors are duly elected and qualified, as the case may be.\n\n     b.   The officers of ChinaRen at the Effective Time of the Merger shall be\n          the officers of the Surviving Corporation until the earlier of their\n          resignation or removal or until their respective successors are duly\n          elected and qualified, as the case may be.\n\n6.   This Agreement may be executed in one or more counterparts, each of which\n     shall constitute one and the same document.\n\n     IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Merger\nto be signed by their respective officers thereunto duly authorized as of this\n18th day of October, 2000.\n\n                                   CHINAREN, INC.\n\n                                   By:   \/s\/ Joseph Chen                        \n                                         -------------------\n                                         Name: Joseph Chen\n                                         Title: Chairman of the Board and   \n                                                Chief Executive Officer\n\n                                   By:  \/s\/ Nick Yang                           \n                                        ---------------------\n                                        Name: Nick Yang\n                                        Title: Secretary\n\n\n                                   ALPHA SUB INC.\n\n                                   By: \/s\/ Charles Zhang                        \n                                       --------------------\n                                       Name: Charles Zhang\n                                       Title: Chief Executive Officer\n\n                                   By: \/s\/ Derek Palaschuk                      \n                                       ----------------------\n                                       Name: Derek Palaschuk\n                                       Title: Secretary\n\n                                   SOHU.COM INC.\n\n                                   By: \/s\/ Charles Zhang                        \n                                       ---------------------\n                                       Name: Charles Zhang\n                                       Title: Chairman of the Board and    \n                                              Chief Executive Officer\n\n                                       9\n\n \n                                   By: \/s\/ Timothy B. Bancroft                  \n                                       -------------------------\n                                           Name: Timothy B. Bancroft\n                                           Title: Secretary\n\n \n                                                                       Exhibit A\n                                                                       ---------\n\n                 AMENDED AND RESTATED ARTICLES OF INCORPORATION\n\n                                       OF\n                                 CHINAREN, INC.\n\n     FIRST:  The name of the corporation is ChinaRen, Inc.\n\n\n     SECOND: The purpose of this corporation is to engage in any lawful act or\nactivity for which a corporation may be organized under the General Corporation\nLaw of California other than the banking business, the trust company business or\nthe practice of a profession permitted to be incorporated by the California\nCorporation Code.\n\n\n     THIRD:  The total number of shares which the corporation is authorized to\nissue is 1,000 shares of Common Stock, par value $0.001 per share.\n\n\n     FOURTH: The liability of the directors of the corporation for monetary\ndamages shall be eliminated to the fullest extent permissible under California\nlaw.\n\n\n     FIFTH:  The corporation is authorized to indemnify the directors, officers,\nemployees or other agents of the corporation to the fullest extent permissible\nunder California law.\n\n \n                            OFFICERS' CERTIFICATE OF\n\n                                 ALPHA SUB INC.\n\n     Charles Zhang, Chief Executive Officer of Alpha Sub Inc., a California\ncorporation (the \"Company\"), and Derek Palaschuk, Secretary of the Company,\nhereby certify that:\n\n     1. The Company is duly organized and existing under the laws of the State\nof California.\n\n     2. A total of 100 shares of common stock, par value US$0.001 per share, of\nthe Company (\"Company Common Stock\") are issued and outstanding; the Company\nCommon Stock is the only class of the Company's issued and outstanding stock\nentitled to vote on the merger to be effected by the Agreement of Merger,\nattached hereto.\n\n     3. The principal terms of the Agreement of Merger were approved by a vote\nof the issued and outstanding shares of Company Common Stock entitled to vote\nthereon which equaled or exceeded the vote required. A majority vote of the\nissued and outstanding shares of Company Common Stock is the voting percentage\nrequired to approve the Agreement of Merger.\n\n     4. No vote of the shareholders of Sohu.com Inc., a Delaware corporation and\nthe parent of the Company (\"Parent\"), relating to the issuance of Parent's\nequity securities in the merger contemplated by the Agreement of Merger was\nrequired.\n\n     Each of the undersigned declares under the penalties of perjury under the\nlaws of the State of California that the statements contained in the foregoing\ncertificate are true of his own knowledge.\n\n     Executed at Beijing, People's Republic of China on October 18, 2000.\n\n\n         \/s\/ Charles Zhang                           \/s\/ Derek Palaschuk\n         --------------------                        ----------------------- \n         Name:  Charles Zhang                        Name:  Derek Palaschuk\n         Title:  Chief Executive Officer             Title:  Secretary\n\n \n                            OFFICERS' CERTIFICATE OF\n\n                                 CHINAREN, INC.\n\n     Joseph Chen, Chairman of the Board of ChinaRen, Inc., a California\ncorporation (the \"Company\"), and Nick Yang, Secretary of the Company, hereby\ncertify that:\n\n     1. The Company is duly organized and existing under the laws of the State\nof California.\n\n     2. A total of (a) 7,640,037 shares of common stock, no par value per share,\nof the Company (\"Company Common Stock\"); (b) 2,540,000 shares of Series A\nPreferred Stock, no par value per share, of the Company (\"Company Series A\nPreferred Stock\"); and (c) 3,849,167 shares of Series B Preferred Stock, no par\nvalue per share, of the Company (\"Company Series B Preferred Stock\", together\nwith Company Series A Preferred Stock, \"Company Preferred Stock\") are issued and\noutstanding and are entitled to vote on the merger to be effected by the\nAgreement of Merger, attached hereto.\n\n     3. The principal terms of the Agreement of Merger were approved by a vote\nof the issued and outstanding shares of each class and each series of the\nCompany entitled to vote thereon which equaled or exceeded the vote required.\nThe voting percentage required to approve the Agreement of Merger was (a) a\nmajority vote of the issued and outstanding shares of Company Common Stock and\nCompany Preferred Stock, in each case voting separately as a single class, (b) a\nmajority vote of the issued and outstanding shares of Company Series B Preferred\nStock voting separately as a single series, and (c) the vote of 80% of the\nissued and outstanding shares of Company Common Stock, Company Series A\nPreferred Stock and Company Series B Preferred Stock, voting together as a\nsingle class.\n\n     Each of the undersigned declares under the penalties of perjury under the\nlaws of the State of California that the statements contained in the foregoing\ncertificate are true of his own knowledge.\n\n     Executed at Beijing, People's Republic of China on October 18, 2000.\n\n\n     \/s\/ Joseph Chen                              \/s\/ Nick Yang\n     -------------------                          -------------------         \n     Name: Joseph Chen                            Name: Nick Yang\n     Title:   Chairman of the Board               Title:   Secretary\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8856],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9622,9626],"class_list":["post-43233","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sohucom-inc","corporate_contracts_industries-technology__programming","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\/43233","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=43233"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43233"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43233"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43233"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}