AGREEMENT AND PLAN OF MERGER
Exhibit
2
AGREEMENT
AND PLAN OF MERGER
AGREEMENT
AND PLAN OF MERGER, dated as of September 19, 2006 (the "Merger Agreement"),
between CRC Crystal Research Corporation, an Arizona corporation ("Arizona"),
and CRC Crystal Research Corporation, a Nevada Corporation
(“Nevada").
WHEREAS,
on the date hereof, Arizona has the authority to issue 5,000,000 shares of
Common Stock, no par value per share, and 5,000,000 shares of preferred stock,
no par value per share (the "Arizona Capital Stock");
WHEREAS,
on the date hereof, Nevada has the authority to issue 250,000,000 shares of
Common Stock, par value $0.001 per share ("Nevada Common Stock"), of which 1,000
shares are issued and outstanding, all of which are held by Arizona, and no
shares of preferred stock;
WHEREAS,
the board of directors of Arizona has determined that it is advisable and in its
best interests for Arizona to merge with and into Nevada for the purpose of
changing Arizona’s state of incorporation from Arizona to Nevada upon the terms
and subject to the conditions set forth herein;
NOW,
THEREFORE, in consideration of the mutual agreements and covenants herein
contained, Nevada and Arizona hereby agree as follows:
1. Merger.
Arizona shall be merged with and into Nevada (the "Merger"), and Nevada shall be
the surviving corporation (hereinafter sometimes referred to as the "Surviving
Corporation"). The Merger shall become effective upon the date and time of
filing appropriate Articles of Merger, providing for the Merger, with the
Secretaries of State of the States of Arizona and Nevada, or September 21, 2006,
whichever later occurs (the "Effective Time").
2. Governing
Documents. The Articles of Incorporation of Nevada, as in effect immediately
prior to the Effective Time, shall be the Articles of Incorporation of the
Surviving Corporation without change or amendment until thereafter amended in
accordance with the provisions thereof and applicable law. The By-laws of
Arizona, as in effect immediately prior to the Effective Time, shall be the
By-laws of the Surviving Corporation without change or amendment unless and
until thereafter amended in accordance with the provisions thereof, the Arizona
of the Surviving Corporation and applicable law.
3. Succession.
At the Effective Time, the separate corporate existence of Arizona shall cease,
and Nevada shall succeed to all of the assets and property (whether real,
personal or mixed), rights, privileges, franchises, immunities and powers of
Arizona and Nevada shall assume and be subject to all of the duties,
liabilities, obligations and restrictions of every kind and description,
including, without limitation, all outstanding indebtedness of
Arizona.
4. Directors.
The directors of Arizona immediately prior to the Effective Time shall be the
directors of the Surviving Corporation at and after the Effective Time to serve
until the expiration of their respective terms and until their successors are
duly elected and qualified.
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5. Officers.
The officers of Arizona immediately preceding the Effective Time shall be the
officers of the Surviving Corporation at and after the Effective Time until
their successors are duly elected and qualified.
6. Further
Assurances. From time to time, as and when required by the Surviving Corporation
or by its successors or assigns, there shall be executed and delivered on behalf
of Arizona such deeds and other instruments, and there shall be taken or caused
to be taken by it all such further and other action, as shall be appropriate,
advisable or necessary in order to vest, perfect or conform, of record or
otherwise, in the Surviving Corporation, the title to and possession of all
property, interests, assets, rights, privileges, immunities, powers, franchises
and authority of Arizona, and otherwise to carry out the purposes of this Merger
Agreement, and the officers and directors of the Surviving Corporation are fully
authorized, in the name and on behalf of Arizona or otherwise, to take any and
all such action and to execute and deliver any and all such deeds and other
instruments.
7. Conversion
of Securities. At the Effective Time, by virtue of the Merger and without any
action on the part of the holder thereof:
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a)
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each
share of Arizona Capital Stock issued and outstanding immediately prior to
the Effective Time shall be changed and converted into and shall be one
fully paid and nonassessable share of Nevada Capital Stock of the same
preference;
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b)
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each
option, warrant, purchase right, unit or other security of Arizona that is
convertible, exchangeable or exercisable into shares of Arizona Capital
Stock issued and outstanding immediately prior to the Effective Time shall
be changed and converted into and shall be an identical security of Nevada
that is convertible, exchangeable or exercisable into shares of Nevada
Capital Stock, and the same number of shares of Nevada Capital Stock shall
be reserved for purposes of the exercise of such options, warrants,
purchase rights, units or other securities as is equal to the number of
shares of Arizona Capital Stock so reserved as of the Effective
Time;
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c)
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All
shares of Nevada Capital Stock owned by Arizona, if any, shall be
cancelled and retired.
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8. Employee
Option and Benefit Plans. Each option or other right to purchase or otherwise
acquire shares of Arizona Capital Stock evidenced by an option agreement (an
"Option") or granted under any employee option, stock purchase or other benefit
plan of Arizona (collectively, the "Plans") which is outstanding immediately
prior to the Effective Time shall, by virtue of the Merger and without any
action on the part of the holder thereof, be converted into and become an option
or right to acquire (and Nevada hereby assumes the obligation to deliver) the
same number of shares of Nevada Capital Stock, at the same price per share, and
upon the same terms, and subject to the same conditions, as set forth in the
respective Plan as in effect immediately prior to the Effective Time. The same
number of shares of Nevada Capital Stock shall be reserved for purposes of the
Plans as is equal to the number of shares of Arizona Capital Stock so reserved
immediately prior to the Effective Time. Nevada hereby assumes, as of
the Effective Time, (i) the Plans and all obligations of Arizona under the
Plans, including the outstanding options, stock purchase rights or awards or
portions thereof granted pursuant to the Plans and the right to grant additional
options and stock purchase rights thereunder, (ii) all obligations of Arizona
under all other benefit plans in effect as of the Effective Time with respect to
which employee rights or accrued benefits are outstanding as of the Effective
Time and (iii) all obligations of Arizona under any Options.
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9. Dividends
and Distributions. In the event that any dividend or other distribution shall
hereafter be declared by the shareholders of Arizona in respect of the
outstanding Arizona Capital Stock payable subsequent to the Effective Time, the
obligation to make payment of such dividend or other distribution shall, by
virtue of the Merger, become the obligation of the Surviving Corporation and
shall be satisfied in the manner specified in such declaration, except that, to
the extent that such dividend or other distributions shall have been declared
payable in whole or in part in Arizona Capital Stock, the Surviving Corporation
shall issue, in place thereof, to the persons entitled thereto, the identical
number of shares of Nevada Capital Stock.
10. Condition
to the Merger. The consummation of the Merger and the other
transactions herein provided is subject to receipt prior to the Effective Time
of the requisite approval of the Merger by the Board of Directors of Arizona
pursuant to the Arizona Business Corporation Act.
11. Certificates.
At and after the Effective Time, all of the outstanding certificates which
immediately prior thereto represented shares of Arizona Capital Stock or other
securities of Arizona shall be deemed for all purposes to evidence ownership of
and to represent the shares of Nevada Capital Stock or warrants, units or other
securities of Nevada, as the case may be, into which the shares of Arizona
Capital Stock or other securities of Arizona represented by such certificates
have been converted as herein provided and shall be so registered on the books
and records of the Surviving Corporation or its transfer agent. The registered
owner of any such outstanding certificate shall, until such certificate shall
have been surrendered for transfer or otherwise accounted for to the Surviving
Corporation or its transfer agent, have and be entitled to exercise any voting
and other rights with respect to, and to receive any dividends and other
distributions upon, the shares of Nevada Capital Stock or warrants, units or
other securities of Nevada, as the case may be, evidenced by such outstanding
certificate, as above provided.
12. Amendment.
The parties hereto, by mutual consent of their respective boards of directors
and members, may amend, modify or supplement this Merger Agreement prior to the
Effective Time.
13. Termination.
This Merger Agreement may be terminated, and the Merger and the other
transactions provided for herein may be abandoned, at any time prior to the
Effective Time, whether before or after approval of this Merger Agreement by the
Board of Directors of Arizona, by action of the Board of Directors of Arizona
if:
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a)
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the
condition specified in Section 10 hereof shall not have been satisfied or
waived; or
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b)
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the
Board of Directors of Arizona determines for any reason, in its sole
judgment and discretion, that the consummation of the merger would be
inadvisable or not in the best interests of Arizona and its
shareholders.
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14. Counterparts.
This Merger Agreement may be executed in one or more counterparts, and each such
counterpart hereof shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement.
15. Descriptive
Headings. The descriptive headings herein are inserted for convenience of
reference only and are not intended to be part of or to affect the meaning or
interpretation of this Merger Agreement.
16. Governing
Law. This Merger Agreement shall be governed by and construed in accordance with
the laws of the State of Nevada.
IN
WITNESS WHEREOF, Nevada and Arizona have caused this Merger Agreement to be
executed and delivered as of the date first above written.
CRC
CRYSTAL RESEARCH CORPORATION, an Arizona corporation
By:
/s/ Kiril
Pandelisev
Name:
Kiril Pandelisev
Title:
President and Chief Executive Officer
CRC
CRYSTAL RESEARCH CORPORATION, a Nevada corporation
By:
/s/ Kiril
Pandelisev
Name:
Kiril Pandelisev
Title:
President and Chief Executive
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