Exhibit 2.2 AGREEMENT OF MERGER
This Agreement of Merger made this 8th day of November, 1997, by and
between:
X.X. Xxxxx of Ohio, Inc., an Ohio corporation, the principal office of
which is located at 0000 Xxxxxx Xxxxxxx Xxxxxx, X.X., Xxxxxx, Xxxx
00000; and
The Havana Group, Inc., an Delaware corporation, the principal office of
which is located at 0000 Xxxxxx Xxxxxxx Xxxxxx, X.X., Xxxxxx, Xxxx
00000, said corporations being together hereinafter sometimes called the
"Constituent Corporations."
RECITALS
WHEREAS, X.X. Xxxxx of Ohio, Inc. is a duly organized and validly
existing corporation under the laws of the State of Ohio, and The Havana
Group, Inc. is a corporation duly organized under the laws of the State of
Delaware; and
WHEREAS, the Boards of Directors of both of said corporations have
unanimously determined that for the purpose of greater efficiency and economy
in the management of the business carried on by each corporation, and in
consideration of the mutual agreements of each corporation as set forth
herein, they deem it advisable and generally to the advantage and welfare of
both of said corporations that X.X. Xxxxx of Ohio, Inc. be merged into The
Havana Group, Inc.
WHEREAS, the provisions of Title 17, Chapter 1701, of the Ohio Revised
Code authorize the merger of Ohio corporations into corporations organized
under the laws of other states, and the corporation law of the State of
Delaware authorize the merger of a corporation organized under the laws of
another state into a Delaware corporation;
NOW THEREFORE, the corporations, parties to this Agreement, have agreed
and do hereby agree as follows:
FIRST: X.X. Xxxxx of Ohio, Inc., organized and existing under the laws
of the State of Ohio, shall be and hereby is merged into The Havana Group,
Inc., organized and existing under the laws of the State of Delaware and The
Havana Group, Inc. shall be the continuing and surviving corporation
(hereinafter referred to as the "Surviving Corporation") and shall be
governed by the Corporation law of the State of Delaware.
SECOND: The place where the principal office of the Surviving
Corporation is to be located is 0000 Xxxxxx Xxxxxxx Xx. X.X., Xxxxxx, XX
00000.
THIRD: The Certificate of Incorporation of The Havana Group, Inc. is
set forth in its entirety and attached hereto as Exhibit A, and all the terms
and provisions thereof are hereby incorporated into this Agreement and made a
part hereof with the same force and effect as if set forth herein in full;
and from and after the effective date of the merger and until further amended
as
provided by law said Exhibit A, separate and apart from this Agreement of
Merger shall be, and may be separately certified as, the Certificate of
Incorporation, as amended, of the Surviving Corporation.
FOURTH: This Agreement shall be submitted to the shareholders of X. X.
Xxxxx of Ohio, Inc. and to the Board of Directors of The Havana Group as
provided by law, and shall become binding upon the Constituent Corporations
upon the adoption by a vote of a majority of the shareholders of X.X. Xxxxx
of Ohio, Inc. and adoption by the vote of the Board of Directors of The
Havana Group, Inc., and upon the doing of such other acts as are required by
the statutes of the States of Ohio and Delaware.
Upon the merger becoming effective, the shareholders of X.X. Xxxxx of
Ohio, Inc. shall be issued one (1) share of the common stock of The Havana
Group, Inc. for each share of common stock of X.X. Xxxxx of Ohio, Inc., and
the shares of X.X. Xxxxx of Ohio, Inc. shall be retired. On the effective
date of the merger, the shares of X.X. Xxxxx of Ohio, Inc. shall be
automatically changed and converted, in the proportions set forth above, into
shares of the Surviving Corporation and at that time the holder of shares of
X.X. Xxxxx of Ohio, Inc. shall cease to be a holder thereof and shall cease
to have any rights thereunder.
FIFTH: The Surviving Corporation shall transact business in the State
of Ohio as a foreign corporation. The name and address of the statutory agent
is: Xxxxx X. XxXxxxx, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxx 00000.
SIXTH: The merger herein provided shall be and become effective at the
beginning of business the date of filing of a Certificate of Merger at the
Office of the Secretary of State of the State of Delaware or upon the
issuance by the Secretary of State of the State of Ohio of the Certificate of
Merger, whichever occurs later. Thereupon, the separate existence of X.X.
Xxxxx of Ohio, Inc., except insofar as it may continue by statute, shall
thereupon cease.
On the effective date of the merger, The Havana Group, Inc. shall
thereupon and thereafter possess all the rights, privileges, immunities,
powers, franchises and authorities of X.X. Xxxxx of Ohio, Inc. and all
property, real, personal and mixed, and all debts or obligations due X.X.
Xxxxx of Ohio, Inc., on whatever account, including choses in action, and all
and every other interest of or belonging to or due X.X. Xxxxx of Ohio, Inc.
shall thereafter be fully and effectually the property of The Havana Group,
Inc. as they were of X.X. Xxxxx of Ohio, Inc. Title to any real estate
vested by deed or otherwise in X.X. Xxxxx of Ohio, Inc. shall not revert or
be impaired by reason of this merger, but shall be vested in The Havana
Group, Inc. All rights of the creditors of X.X. Xxxxx of Ohio, Inc. shall be
preserved unimpaired, limited to the property affected by such liens
immediately prior to the effective date of the merger, and all debts,
liabilities and duties of X.X. Xxxxx of Ohio, Inc. shall thenceforth attach
to The Havana Group, Inc. and be enforced against it.
Whenever The Havana Group, Inc. shall consider or be advised that any
conveyances, deeds, transfers, assignments, assurances, or other instruments
are necessary or desirable to vest or confirm in The Havana Group, Inc. title
to any property or rights of X.X. Xxxxx of Ohio, Inc., the proper officers
and/or directors of X.X. Xxxxx of Ohio, Inc. shall execute and deliver any
and all such instruments and do such other acts or things as The Havana
Group, Inc. may deem necessary or
proper to vest or confirm title to such property and rights in it and
otherwise carry out the purpose and intent of this Agreement.
Upon the merger becoming effective, all costs, charges and expenses of
or in connection with the merger shall be borne and paid by The Havana Group,
Inc.
SEVENTH: This Agreement may be simultaneously executed in any number of
counterparts, each of which when so executed shall be an original, and such
counterparts shall together constitute but one and the same instrument.
EIGHTH: This Agreement may be terminated at any time prior to the
merger's becoming effective:
(a) by the mutual agreement of the Boards of Directors of the
Constituent Corporations;
(b) by the Board of Directors of either X.X. Xxxxx of Ohio, Inc.
or The Havana Group, Inc. if any legal or administrative
action or proceedings relating to the merger have been
instituted or threatened in any court or by or before any
governmental agency.
IN WITNESS WHEREOF, the Constituent Corporations have caused this
Agreement to be signed in their respective corporate names by their
respective Presidents and Secretaries.
X.X. Xxxxx of Ohio, Inc.,
an Ohio corporation
By:/s/ Xxxxxxx X. Xxxxxx
---------------------------------
Xxxxxxx X. Xxxxxx, President
By:/s/ Xxxxx Xxxxx
---------------------------------
Xxxxx Xxxxx, Secretary
The Havana Group, Inc.,
a Delaware corporation
By:/s/ Xxxxxxx X. Xxxxxx
---------------------------------
Xxxxxxx X. Xxxxxx, President
By:/s/ Xxxxx Xxxxx
---------------------------------
Xxxxx Xxxxx, Secretary
