Drafting contracts by Tina Stark.

Exercise 21-8. I have to draft a Certificate of Merger. Do you have completed exercise for tho problem?

322 Chapter 21 Ambiguity Exercise 21-8 (1) The name a (2) That an agre and acknow Memorandum (3) The name of (4) In the case To: Andrew Mckenzie surviving co changes are From: Sasha Petrov shall be its c (5) In the case Our client, Coffee & Cream Corp. (Coffee), owns a chain of high-end, company-operated shall be as s retail stores that sell and serve coffee. They are merging with Tea for Two, Inc. (Tea), a similar chain (6) That the exe of stores, but one that sells and serves tea. The parties signed the Merger Agreement on April 18, corporation, 20XX. Tea agreed to merge into Coffee, making Coffee the surviving corporation. (7) That a copy Both Tea and Coffee are Delaware corporations. Between now and the Closing, which will be ration, on re on June 1, 20XX, each of the parties will submit the Merger Agreement to its stockholders in accor- dance with the requirements of Section 251 of the Delaware General Corporation Law. Instead of filing and recording the Merger Agreement as required by Section 251(c), Coffee has decided to file a certificate of merger as permitted by Section 251(c). Please draft the Certificate of Merger. Attached as Exhibit A are the relevant statutory provisions. In your draft you may assume that each of the con- stituent corporations will comply with all of the statutory provisions relating to mergers and that there will be no amendments or changes to the certificate of incorporation of Coffee. Coffee's principal place of business is located at 445 Tenth Avenue, New York, New York 10022. The President of Coffee is Carla Cappuccino, and the President of Tea is Larry Lipton. (a) Whenever a tion or chap