EXHIBIT 2.1
ARTICLES AND PLAN OF MERGER
ARTICLES AND PLAN OF MERGER
This Plan of Merger is made as of February 25, 1999, between
XxxxxXx.xxx, Inc., formally Courtleigh Capital, Inc., a Kansas corporation, 000
Xxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxx 00000 (the "Disappearing Corporation") and
XxxxxXx.xxx, Inc., a Nevada corporation, 000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxx
Xxxxx, Xxxxxx 00000 (the "Surviving Corporation"). (The corporations together
are sometimes referred to below as the "Constituent Corporations.")
The Constituent Corporations agree as follows:
1. SURVIVING CORPORATION is duly organized, existing and in good
standing under the laws of the State of Nevada. It has 50,000,000 shares of
authorized capital stock at a par value of $.001, 6,351,179 shares are issued
and outstanding. The undersigned certifies that he is the President and
Secretary of Surviving Corporation.
2. DISAPPEARING CORPORATION is duly organized, existing and in good
standing under the laws of the State of Kansas. The authorized capitalization of
the Disappearing entity consists of 300,000,000 Common shares, no par value.
5,727,000 shares of common stock are issued and outstanding. The undersigned
certifies that he is the President and Secretary of the Disappearing
Corporation.
3. THE BOARD OF DIRECTORS AND SHAREHOLDERS OF THE CONSTITUENT
CORPORATIONS deem it in the best interests of the corporations and their
shareholders that Disappearing Corporation be merged with Surviving Corporation
in accordance with Kansas Revised Statutes Section 17-6702 and Nevada Revised
Statutes Section 92A.200. The Boards hereby adopt on behalf of their
corporations the plan of reorganization set forth in this Plan of Merger. The
majority Shareholders of both disappearing and surviving corporations approve
this merger.
4. MERGER: Disappearing Corporation shall be merged with Surviving
Corporation, which shall survive the merger. Disappearing Corporation's separate
existence shall cease on the effective date of the merger. Without any other
transfer or documentation, on the effective date of the merger, Successor
Corporation shall (i) succeed to all of Disappearing Corporation's rights and
property; and (ii) be subject to all Disappearing Corporation's liabilities and
obligations. All merger documents shall be kept at the Surviving Corporation's
headquarters and copies of same will be available to any shareholder of the
Constituent Corporation.
Notwithstanding the above, after the effective date the Surviving
Corporation's proper officers and directors may perform any acts necessary or
desirable to vest or confirm Surviving Corporation's possession of and title to
any property or rights of Disappearing Corporation; or otherwise carry out this
Agreement's purposes. This includes execution and delivery of deeds, assurances,
assignments or other instruments.
5. CONVERSION OF SHARES: By virtue of the merger and without any action
by any shareholder, upon the effective date the Surviving Corporation shall
effect a forward split of its issued and outstanding common stock, whereby one
(1) share of common stock shall be exchanged for every one (1) common share then
issued and outstanding, in order to establish the number of common shares of the
Surviving Corporation issued and outstanding at 230,000, 200,000 of which are
free trading.
Any Disappearing Corporation shareholder entitled to .50 or more of a
share of Surviving Corporation's parent stock shall receive the next higher
number of whole shares; and any such shareholder entitled to less than .50 of a
share of Surviving Corporation's parent stock shall receive the next lower
number of shares.
The shares of Surviving Corporation outstanding immediately prior to
the merger shall not be changed by reason of the merger.
6. STOCK CERTIFICATES: On or after the effective date, all of the
Disappearing Corporation's outstanding stock certificates shall be deemed to
represent ownership of Surviving Corporation's parent's shares, into which
Disappearing Corporation's shares have been converted (as provided above). The
holders of such certificates must
1
surrender them to the Surviving Corporation in whatever manner it may legally
require. On receipt thereof, Surviving Corporation's parent shall issue and
exchange certificates for shares of its common stock representing the number of
shares to which the holder is entitled as provided above.
Pending the surrender and exchange of certificates, the registered
owner on Disappearing Corporation's books of any outstanding stock certificate
shall be entitled to exercise all voting and other rights with respect to the
shares of Surviving Corporation's parent represented by the certificates, as
provided above.
7. CHANGE IN ARTICLES OF INCORPORATION AND BYLAWS: Surviving
Corporation's Articles of Incorporation as amended and in effect on the
effective date shall continue to be its Articles of Incorporation without
changes as a result of the merger.
Surviving Corporation's Bylaws, as amended and in effect on the
effective date shall continue to be its Bylaws without change as a result of the
merger.
8. OFFICERS AND DIRECTORS: Surviving Corporation's directors shall,
upon the effective date of the merger, be Xxxxx Xxxxxxxxx, Xxxxx Xxxxxxxxx, Xxx
Xxxxxxx and Xxxxxxx X. Xxxxxxxxx, and the Surviving Corporation's officers shall
be Xxxxxxx X. Xxxxxxxxx, President, Chief Financial Officer, and Secretary;
Xxxxx Xxxxxxxxx, Chief Operating Officer; Xxx Xxxxxxx, Chief Information Officer
and Xxxxx Xxxxxxxxx, Executive Vice President. The above officers and directors
shall have, for the full unexpired terms of their respective offices, or until
their successors have been duly elected or appointed and qualified.
9. EFFECTIVE DATE. Provided this Agreement is not abandoned, the
effective date of merger shall be at the close of business on the date when the
Articles of Merger are filed with the Kansas Secretary of State in accordance
with Kansas Revised Statutes Section 17-6702 and the Nevada Secretary of State
in accordance with Nevada Revised Statutes Section 92A.200.
10. ABANDONMENT OF MERGER: Any time prior to the effective date, this
merger may be abandoned without further obligation or liability by action of the
board of directors of either of the Constituent Corporations, notwithstanding
approval by the merger by their shareholders.
11. COUNTERPARTS: This Plan of Merger may be executed in any number of
counterparts, each of which shall constitute an original instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
their respective duly authorized officers, as of the date first written above.
XxxxxXx.xxx, Inc., formally Courtleigh
Capital, Inc., a Kansas corporation,
as Disappearing Corporation
By /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxxxx
Its: President and Secretary
XxxxxXx.xxx, Inc., a Nevada
corporation, as Surviving Corporation
By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxxxx
Its: President and Secretary
2
