AGREEMENT AND PLAN OF MERGER between REMEDIATION SERVICES, INC. and LIANDI CLEAN TECHNOLOGY INC. Dated as of March 18, 2010
AGREEMENT
AND PLAN OF MERGER
between
REMEDIATION
SERVICES, INC.
and
Dated as
of March 18, 2010
AGREEMENT
AND PLAN OF MERGER
AGREEMENT
AND PLAN OF MERGER, dated as of March 18, 2010, between Remediation Services,
Inc., a Nevada corporation (“Parent”), and LianDi
Clean Technology Inc., a Nevada corporation and a direct wholly-owned subsidiary
of Parent (“Merger
Sub”). Parent and Merger Sub are hereinafter collectively
referred to as the “Constituent
Corporations.”
1. Merger and Effective
Time. Upon the filing of the articles of merger (the “Articles of Merger”),
entered into concurrently herewith, with the Secretary of State of the State of
Nevada, Merger Sub shall be merged with and into Parent (the “Merger”) and Parent
shall be the surviving corporation of the Merger (the “Surviving
Corporation”) effective on April 1, 2010 (the “Effective
Time”).
2. Effect of Merger. At
the Effective Time, the separate existence of the Constituent Corporations shall
cease. The effect of the Merger shall be as provided in the Nevada Revised
Statutes. Without limiting the generality of the foregoing, all rights, powers,
privileges, obligations and duties of Merger Sub shall become the rights,
powers, privileges, obligations and duties of the Surviving
Corporation.
3. Name of Surviving
Corporation. The name of the Surviving Corporation shall be “LianDi Clean
Technology Inc.”
4. Governing Documents.
The Articles of Incorporation of Parent, only amended to the extent provided in
the Articles of Merger to change its name, and the Bylaws of Parent, as in
effect at the Effective Time, shall continue in full force and effect as the
Articles of Incorporation and Bylaws of the Surviving Corporation until sooner
terminated or changed as permitted by the provisions of Nevada Revised Statutes,
as amended.
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7. Representations of
Parent. Parent represents and warrants to Merger Sub that as of the date
of this Agreement and as of the Effective Time (a) it is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada, (b) it has all requisite corporate power and authority to enter into and
perform its obligations under this Agreement and Plan of Merger and to execute
the Articles of Merger and to perform its obligations thereunder, (c) this
Agreement has been duly executed and delivered by Parent, and has been
authorized by all necessary corporate action, and constitutes the legal, valid
and binding obligations of Parent, enforceable in accordance with its terms, and
(d) the execution, delivery and performance of this Agreement does not conflict
with any provision of the Articles of Incorporation or Bylaws of
Parent.
8. Representations of Merger
Sub. Merger Sub represents and warrants to Parent that as of
the date of this Agreement and as of the Effective Time (a) it is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Nevada, (b) it has all requisite corporate power and authority to enter
into and perform its obligations under this Agreement and Plan of Merger and to
execute the Articles of Merger and to perform its obligations thereunder, (c)
this Agreement has been duly executed and delivered by Merger Sub, and has been
authorized by all necessary corporate action, and constitutes the legal, valid
and binding obligations of Merger Sub, enforceable in accordance with its terms,
and (d) the execution, delivery and performance of this Agreement does not
conflict with any provision of the Articles of Incorporation or Bylaws of Merger
Sub.
13. Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Nevada without giving effect to principles of conflicts of
law.
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[signature
page follows]
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REMEDIATION
SERVICES, INC.
By: |
/s/
Xxxxxxxxx Xxx
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Name: |
Xxxxxxxxx
Xxx
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Title: |
CEO
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By: |
/s/
Xxxxxxxxx Xxx
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Name: |
Xxxxxxxxx
Xxx
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Title: |
CEO
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