Pottery Barn 2010 Annual Report Download - page 192

NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein, W-S
Delaware and W-S California hereby agree, subject to the terms and conditions hereinafter set forth, as follows:
1. MERGER
1.1 Merger. In accordance with the provisions of this Merger Agreement, the General Corporation Law of
the State of Delaware (the “DGCL”) and the California Corporations Code, W-S California shall be merged with
and into W-S Delaware (the “Merger”), the separate existence of W-S California shall cease and W-S Delaware
shall be, and is herein sometimes referred to as, the “Surviving Corporation,” and the name of the Surviving
Corporation shall be Williams-Sonoma, Inc.
1.2 Filing and Effectiveness. The Merger shall become effective in accordance with Section 1108 of the
California Corporations Code and Section 252 of the DGCL. The date and time when the Merger shall become
effective, as aforesaid, is herein called the “Effective Date.”
1.3 Effect of the Merger. Upon the Effective Date, the separate existence of W-S California shall cease, and
W-S Delaware, as the Surviving Corporation, shall: (i) continue to possess all of its assets, rights, powers and
property as constituted immediately prior to the Effective Date, (ii) be subject to all actions previously taken by
its and W-S California’s Boards of Directors, (iii) succeed, without other transfer, to all of the assets, rights,
powers and property of W-S California in the manner as more fully set forth in Section 259 of the DGCL,
(iv) continue to be subject to all of its debts, liabilities and obligations as constituted immediately prior to the
Effective Date, and (v) succeed, without other transfer, to all of the debts, liabilities and obligations of W-S
California in the same manner as if W-S Delaware had itself incurred them, all as more fully provided under the
applicable provisions of the DGCL and the California Corporations Code.
2. CHARTER DOCUMENTS, DIRECTORS AND OFFICERS
2.1 Certificate of Incorporation. The Amended and Restated Certificate of Incorporation of W-S Delaware
as in effect immediately prior to the Effective Date (the “Certificate of Incorporation”) shall continue in full
force and effect as the Certificate of Incorporation of the Surviving Corporation until duly amended in
accordance with the provisions thereof and applicable law.
2.2 Bylaws. The Amended and Restated Bylaws of W-S Delaware as in effect immediately prior to the
Effective Date shall continue in full force and effect as the Bylaws of the Surviving Corporation until duly
amended in accordance with the provisions thereof and applicable law.
2.3 Directors and Officers. The directors and officers of W-S California immediately prior to the Effective
Date shall be the directors and officers of the Surviving Corporation until their successors shall have been duly
elected and qualified or until as otherwise provided by law, the Certificate of Incorporation of the Surviving
Corporation or the Bylaws of the Surviving Corporation.
3. MANNER OF CONVERSION OF STOCK
3.1 W-S California Common Stock. Upon the Effective Date, each share of W-S California Common Stock
issued and outstanding immediately prior thereto shall, by virtue of the Merger and without any action by the
Constituent Corporations, the holder of such shares or any other person, be converted into and exchanged for one
(1) fully paid and nonassessable share of W-S Delaware Common Stock.
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