PLAN AND AGREEMENT OF MERGER
PLAN
AND AGREEMENT OF MERGER
THIS
PLAN
AND AGREEMENT OF MERGER (this “Agreement”), dated as of August 17, 2007, is made
and entered into by and between ASIANADA,
INC.,
a
Delaware corporation (“Asianada-Delaware”), and
ASIANADA, INC.,
a
Nevada corporation (“Asianada-Nevada”).
WITNESSETH:
WHEREAS,
Asianada-Delaware is a corporation duly organized and existing under the
laws of
the State of Delaware, having been incorporated on August 17, 2007;
WHEREAS,
Asianada-Nevada is a corporation duly organized and existing under the laws
of
the State of Nevada,
having been incorporated on February 17, 2006; and
WHEREAS,
the Boards of Directors and the stockholders representing at least a majority
of
the outstanding shares of voting capital stock entitled to vote of
Asianada-Delaware and Asianada-Nevada have approved this Agreement under
which
Asianada-Nevada shall be merged with and into Asianada-Delaware with
Asianada-Delaware being the surviving corporation (such merger being hereinafter
referred to as the “Merger”).
NOW,
THEREFORE, in consideration of the premises, the mutual covenants herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree that Asianada-Nevada
shall be merged with and into Asianada-Delaware on the terms and conditions
hereinafter set forth.
ARTICLE
I
MERGER
Effective
on the later to occur of (i) 12:01 a.m. Central Standard time, on or about
September 20, 2007, or (ii) the time the Articles of Merger are accepted
for
filing in Nevada and the Certificate of Merger is accepted for filing in
Delaware (the “Effective Time”), Asianada-Nevada shall be merged with and into
Asianada-Delaware in accordance with the Delaware General Corporation Law
(“DGCL”) and the Nevada General Corporation Law (“NGCL”), and the separate
existence of Asianada-Nevada shall cease and Asianada-Delaware (hereinafter
sometimes referred to as the “Surviving Corporation”) shall continue to exist
under the name of Asianada, Inc. by virtue of, and shall be governed by,
the
laws of the State of Delaware. The address of the registered office of the
Surviving Corporation in the State of Delaware will be 000 Xxxxx Xxxxxx Xxxxxxx,
Xxxx xx Xxxxx, Xxxxxx of Kent. The name of the Surviving Corporation’s
registered agent at such address is National Corporate Research, Ltd.
ARTICLE
II
CERTIFICATE
OF INCORPORATION
OF
THE SURVIVING CORPORATION
The
Certificate of Incorporation of the Surviving Corporation shall be the
Certificate of Incorporation of Asianada-Delaware without change, as in effect
immediately prior to the Effective Time, unless and until thereafter amended
as
provided by applicable law. A copy of the Certificate of Incorporation of
Asianada-Delaware is attached hereto as Exhibit
A.
ARTICLE
III
BYLAWS
OF THE SURVIVING CORPORATION
The
Bylaws of Asianada-Delaware shall be the Bylaws of the Surviving Corporation
as
in effect immediately prior to the Effective Time without change, unless
and
until amended or repealed in accordance with applicable law.
ARTICLE
IV
EFFECT
OF MERGER ON STOCK
OF
CONSTITUENT CORPORATIONS
4.01
At
the Effective Time, each authorized share of common stock of Asianada-Nevada,
consisting
of 75,000,000 shares of Common Stock, par value $0.001 per share (the
“Nevada Common Stock”),
of
which 8,080,000 shares are, as of the date hereof, issued and
outstanding,
shall
be converted into one (1) share of common stock, par value $0.001 per share,
of
the Surviving Corporation (the “Delaware Common Stock”).
4.02
At
and after the Effective Time, each share of Nevada Common Stock shall be
cancelled and retired and, by virtue of the Merger and without further action,
shall cease to exist.
4.03
At
and after the Effective Time, all documentation which prior to that time
evidenced and represented Nevada Common Stock shall be deemed for all purposes
to evidence ownership of and to represent those shares of Delaware Common
Stock
into which the Nevada Common Stock represented by such documentation has
been
converted as herein provided and shall be so registered on the books and
records
of Asianada-Delaware. The registered owner of any outstanding stock certificate
evidencing Nevada Common Stock shall, until such certificate shall have been
surrendered for transfer or conversion or otherwise accounted for to
Asianada-Delaware or its transfer agent, have and be entitled to exercise
any
voting and other rights with respect to and to receive any dividend and other
distributions upon the shares of Delaware Common Stock evidenced by such
outstanding certificate as above provided.
ARTICLE
V
CORPORATE
EXISTENCE, POWERS AND
LIABILITIES
OF SURVIVING CORPORATION
5.01
On
the Effective Time, the separate existence of Asianada-Nevada shall cease
and
Asianada-Nevada shall be merged with and into Asianada-Delaware in accordance
with the provisions of this Agreement. Thereafter, the Surviving Corporation
shall possess all of the rights, privileges, powers and franchises as well
of a
public as of a private nature, and shall be subject to all the restrictions,
disabilities and duties of Asianada-Nevada; and all rights, privileges, powers
and franchises of Asianada-Nevada, and all property, real, personal and mixed,
and all debts due to each of them on whatever account, as well as stock
subscriptions and all other things in action or belonging to Asianada-Nevada,
shall be vested in the Surviving Corporation; and all property, rights,
privileges, powers and franchises, and all and every other interest shall
be
thereafter effectually the property of the Surviving Corporation as they
were of
Asianada-Nevada, and the title to any real estate, whether by deed or otherwise,
vested in Asianada-Nevada shall not revert or be in any way impaired by reason
of the Merger; but all rights of creditors and all liens upon any property
of
Asianada-Nevada shall be preserved unimpaired, and all debts, liabilities
and
duties shall thenceforth attach to the Surviving Corporation and may be enforced
against it to the same extent as if said debts, liabilities and duties had
been
incurred or contracted by it.
5.02
Asianada-Nevada agrees that it will execute and deliver (or cause to be executed
and delivered) all such deeds, assignments and other instruments, and will
take
or cause to be taken such further or other action as the Surviving Corporation
may deem necessary or desirable in order to vest in and confirm to the Surviving
Corporation title to and possession of all the property, rights, privileges,
immunities, powers, purposes and franchises, and all and every other interest,
of Asianada-Nevada and otherwise to carry out the intent and purposes of
this
Agreement.
ARTICLE
VI
OFFICERS
AND DIRECTORS
OF
SURVIVING CORPORATION
At
the
Effective Time, the officers and directors of Asianada-Nevada shall become
the
officers and directors of the Surviving Corporation, and such persons shall
hold
office in accordance with the Bylaws of the Surviving Corporation or until
their
respective successors shall have been appointed or elected and qualified.
ARTICLE
VII
APPROVAL
BY STOCKHOLDERS;
AMENDMENT;
EFFECTIVE TIME
7.01
This
Agreement and the Merger contemplated hereby are subject to approval by the
requisite vote of the stockholders of Asianada-Nevada in accordance with
Nevada
law. As promptly as practicable after approval of this Agreement by such
stockholders in accordance with applicable law, duly authorized officers
of
Asianada-Delaware and Asianada-Nevada shall make and execute a Certificate
of
Merger and Articles of Merger or other applicable certificates or documentation
effecting this Agreement and shall cause such document or documents to be
filed
with the Secretaries of State of the States of Delaware and Nevada,
respectively, in accordance with the applicable Delaware and Nevada law.
7.02
The
respective Boards of Directors of Asianada-Delaware and Asianada-Nevada may
amend this Agreement at any time prior to the Effective Time, provided that
an
amendment made subsequent to the approval of the Merger by the stockholders
of
Asianada-Nevada shall not (1) alter or change the amount or kind of shares,
securities, cash, property or rights to be received in exchange for or on
conversion of all or any Nevada Common Stock; (2) alter or change any term
of
the Certificate of Incorporation of the Surviving Corporation; or (3) alter
or
change any of the terms and conditions of this Agreement if such alteration
or
change would adversely affect the holders of any Nevada Common Stock.
ARTICLE
VIII
PAYMENT
OF FEES AND FRANCHISE TAXES
The
Surviving Corporation shall be responsible for the payment of all fees and
franchise taxes of Asianada-Nevada relating to or required to be paid in
connection with the Merger.
ARTICLE
IX
TERMINATION
OF MERGER
This
Agreement may be terminated and the Merger abandoned at any time prior to
the
Effective Time, whether before or after stockholder approval of this Agreement,
by the consent of the Board of Directors of Asianada-Delaware and the Board
of
Directors of Asianada-Nevada.
IN
WITNESS
WHEREOF, the parties hereto have caused this Agreement to be executed by
their
respective officers, all as of the day and year first above written.
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a Delaware corporation
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| By: /s/ Xxx Xxxx | ||
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Name: Xxx Xxxx
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| Title: Chief Operating Officer and Secretary | ||
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a
Nevada corporation
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| By: /s/ Xxxxxxx Xxxxx | ||
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Name: Xxxxxxx Xxxxx
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| Title: Chief Financial Officer and Treasurer | ||
