Pottery Barn 2010 Annual Report Download - page 194

(b) Any consents, approvals or authorizations that W-S California deems necessary or appropriate to be
obtained in connection with the consummation of the Merger shall have been obtained, including, but not limited
to, approvals with respect to federal and state securities laws; and
(c) The W-S Delaware Common Stock to be issued and reserved for issuance in connection with the Merger
shall have been approved for listing by the New York Stock Exchange.
5. GENERAL
5.1 Covenants of W-S Delaware. W-S Delaware covenants and agrees that it will, on or before the Effective
Date:
(a) Qualify to do business as a foreign corporation in the State of California and, in connection therewith,
appoint an agent for service of process as required under the provisions of Section 2105 of the California
Corporations Code;
(b) File this Merger Agreement with the Secretary of State of the State of California; and
(c) Take such other actions as may be required by the California Corporations Code.
5.2 Further Assurances. From time to time, as and when required by W-S Delaware or by its successors or
assigns, there shall be executed and delivered on behalf of W-S California such deeds and other instruments, and
there shall be taken or caused to be taken by W-S Delaware and W-S California such further and other actions, as
shall be appropriate or necessary in order to vest or perfect in or conform of record or otherwise by W-S
Delaware the title to and possession of all the property, interests, assets, rights, privileges, immunities, powers,
franchises and authority of W-S California and otherwise to carry out the purposes of this Merger Agreement,
and the officers and directors of W-S Delaware are fully authorized in the name and on behalf of W-S California
or otherwise to take any and all such action and to execute and deliver any and all such deeds and other
instruments.
5.3 Abandonment. At any time before the Effective Date, this Merger Agreement may be terminated and the
Merger may be abandoned for any reason whatsoever by the Board of Directors of either or both of the
Constituent Corporations, notwithstanding the approval of this Merger Agreement by the shareholders of W-S
California or by the sole stockholder of W-S Delaware, or by both. In the event of the termination of this Merger
Agreement, this Merger Agreement shall become void and of no effect and there shall be no obligations on either
Constituent Corporation or their respective Board of Directors, shareholders or stockholders with respect thereto.
5.4 Amendment. The Boards of Directors of the Constituent Corporations may amend this Merger
Agreement at any time prior to the filing of this Merger Agreement with the Secretaries of State of the States of
California and Delaware, provided that an amendment made subsequent to the adoption of this Merger
Agreement by the stockholders or shareholders of either Constituent Corporation shall not, unless approved by
such stockholders or shareholders as required by law:
(a) Alter or change the amount or kind of shares, securities, cash, property and/or rights to be received in
exchange for or on conversion of all or any of the shares of any class or series thereof of such Constituent
Corporation;
(b) Alter or change any term of the Certificate of Incorporation of the Surviving Corporation to be effected
by the Merger; or
(c) Alter or change any of the terms and conditions of this Merger Agreement if such alteration or change
would adversely affect the holders of any class or series of capital stock of any Constituent Corporation.
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